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spotonge

09/06/18 5:14 PM

#97876 RE: Jacks1234 #97875

That's tight FUSZ

TenKay

09/06/18 5:25 PM

#97881 RE: Jacks1234 #97875

“So do you know a private company is merging with a public company hence a ipo is needed (sound concepts Nfusz Inc). You said you been doing this for years but how can you miss a simple thing that a private company wants to merge with a public company to creat a new ticker under Fusz on the nasdaq with the ipo”

That is not how this works. Sounds Concepts has essentially two means to go public, if that is what you think this is about (which BTW it isn’t because the S-1 doesn’t come close to suggesting it).

1) an IPO of their own stock...in which case the S-1 would be by Sound Concepts itself

Or

2) A reverse merger of Sound Concepts into an existing public company in which Sound Concepts is the surviving entity. SC would essentially take control of the ticker.

But again, the S-1 does even hint at either.

The “deal” they decribe in the S-1 is quite straight forward, if FUSZ attracts enough capital in the offering it will buy Sound Concepts for cash AND FUSZ stock and SC will become simply a wholly owned subsidiary of FUSZ. The current SC owners will then have a boatload of money and some FUSZ stock as consideration. Their stock won’t be any different that any other FUSZ shareholders stock. The SC business will simply be a part of an existing public company (FUSZ) at that point.

At no point is a new stock registration or new registrant created and at no point is SC’s capital stock traded in the public market.