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senor_c

04/07/24 9:36 PM

#50234 RE: dinogreeves #50233

Good pick, Dino. It's one that I have bookmarked, as it's very detailed. I like how it summarizes the exceptions to the "seasoning" period. You all should read that section and get a sense of what we're expecting. Many here were just hoping that it will go down a certain way, but knowing how the process works and why they will take certain steps to avoid the 1-year seasoning period should give all of us confidence in the eventual R/M and subsequent uplisting.

Under the rules, the reverse merger company generally will be exempt from these special
requirements if it is listing in connection with a substantial firm commitment underwritten public offering
($40 million or more),



As for your DTC thoughts, I am not minimizing the updates, but TGLO has been DTC eligible (as it's currently publicly traded electronically). I just don't think they had it updated on the OTC Markets page by their transfer agent. They clearly want things updated and current, and to your point. other information on the OTC Markets page will be updated, too. That week when you first noted the transfer agent update, I called the transfer agent. The computer asked for my SS#, so I asked for "representative," and I was transferred to a human. The representative wanted my SS# (LOL), but I politely told him that I was not a customer but had a very simple question. He obliged and looked up TGLO and verified that they have been the transfer agent for many years. I forget the exact year, but I was waiting to hear "this year" or "2024." All that said, TGLO has clearly been nudging the agent to be active and ready.

One more thought about the DTC update on OTC Markets, I read that DTC may impose a chill or freeze if they suspect anything fishy when there is a merger. I suspect that Delfin and TGLO want things to be squeaky clean when they finalize their deal so that nothing is left to outside parties (like MARAD LOL - sorry!).

https://www.investor.gov/introduction-investing/investing-basics/glossary/dtc-chills-and-freezes#:~:text=A%20chill%20may%20remain%20imposed,transfer%20agent%20corrects%20the%20problem.

senor_c

04/07/24 9:41 PM

#50235 RE: dinogreeves #50233

Here's the specific language about DTC chill concerns after merger:

Finally, companies should be aware that their stock may be subject to chilling through a Depository Trust Company (“DTC”) review.[56] Essentially, “DTC can review a public company’s eligibility if the company undergoes a corporate change transaction . . . . So if the private company merges with a shell company with problems and then changes the name or reverse splits the stock, for example, DTC could review the company’s DTC-eligibility.”[57]



https://bradshawlawgroup.com/reverse-mergers-a-basic-primer/