"Your post is still wrong and is insinuating to fraud the sec. Companies hire underwriters to make the valuation not the market as you suggested. The market does not know what the two combined companies are worth when they merger together until professional people that are hired value what the price will be to the market. Not the other way around."
Companies hire underwriters to buy all of the stock offering at once and then turn around and offer it to their clients and the market directly. The underwriter is taking all the pricing risk. When an underwriter is hired for an INITIAL public offering of stock of a private company going public they do the valuation along with their clients to determine what price they will pay for it. This is necessary because there is no existing public market for the stock.
When an underwriter is hired for a secondary or follow-on offering the only "valuation" is the discount. What do they want to manage their risk and make money and what is the company willing to accept?
As for the "merged company"..AGAIN..we already know what it looks like, the proforma financials of the COMBINED entity (nFUSZ and SC) are disclosed in the S-1/A. As such, the market can make its own judgement as to what it is worth as a "combined entity".
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