Replies to post #18538 on Tempus Applied Solutions Holdings Inc fka TMPS

[AlexSwiss]

Wow if they officially change the AS TO ONLY 100M, knowing that tipical dilutive share selling company uses values around 1B to 10B that indeed a great News!!
Means they really needed only the money for plan and o execute Business Plan!
Still Market Cap ridiculous low at ge millions and pps of 0.1$

TMPS $$$$

[robtewms]

Congratulations for taking the time to read the filing. On the contrary, the 77M shares of TMPS are already allocated to Santiago aka "The Johan". It's in the recent S-1/A filing. This is due to accounting requirements of the Convertible Notes financial instrument.

The reason all 83M shares for GHS Investments can't be fully allocated is because TMPS has A/S of 100,000,000 shares. And, even that amount has been exceeded per this recent S-1/A filing. This was done without shareholders voting to effect that increase in A/S.
See from recent S-1/A:
We have based our calculation of the percentage of beneficial ownership on 102,416,818 shares of our common stock outstanding, on a fully diluted basis, as of the date hereof. (Such number of shares of common stock outstanding assumes that the number of shares of common stock authorized by the Company’s Amended and Restated Certificate of Incorporation will be increased from its current maximum of 100 million shares.)
 
Name and Address of Beneficial Owner  (1) Number of Shares
(fully diluted) Percentage of Common Stock (fully diluted)
Santiago Business Co. International Ltd. (2) 79,532,944 77.7 %
Chart Acquisition Group LLC (3) 7,119,676 7.0 %
All directors and officers as a group (2 persons) * *
 
See also « Management’s Discussions and Analysis of Financial Condition and Results of Operations -- Acquisition of six L-1011s to provide air-to-air refueling services ” above regarding the anticipated issuance of 6,730,769 shares of our common stock.

It's is unclear whether or not the 102,416,818 includes the 4,000,000 shares to GHS Investments. But, for sure, L-1011s are not included. Else, the words anticipated issuance would not have been used. So, the 102,416,818 which exceeds 100,000,000 could be even further diluted well above 110,000,000 or more than 10% without Retail Investors getting their right to vote to raise or not raise the TMPS A/S. Apparently, "The Johan" is the only one getting a vote for further dilution. After the note converts, he owns 81% of TMPS (it's in the S-1/A). So, he can withstand dilution all the way down to owning 51%. And, he'll still have controlling interest of TMPS.