“This is a merger acquisition to uplist.“
One should read the S-1. Nowhere is it described as such.
This is a offering that, if successful, will provide the capitalization necessary to meet the equity standard for uplisting to nasdaq. It may also provide enough capital for FUSZ to acquire SC. The uplist and acquisition are two separate actions that are not connected. Either one may or may not happen.
The only entity that is proposing the uplisting is FUSZ. It is currently an OTC stock and if successful will move to NASDAQ assuming it can meet the initial listing criteria including a minimum $4 bid price.
As FUSZ is already an SEC registered publicly traded stock, it cannot do an IPO. There is already a public market for the stock. This is a follow-on offering.