News Focus
News Focus
icon url

Dragon Lady

03/28/26 12:56 PM

#51673 RE: timez1000 #51671

BULLSHIT ALERT !!!

Wrong. Here is what it actually says.
"Kepler's former shareholders will hold approximately 89.7% of the voting rights in the combined entity"
It says 89.7% voting rights, not equity ownership. Voting rights and equity ownership are 2 completely different things.
In most standard corporate contexts, economic ownership and voting rights are not interchangeable and a well-drafted document would distinguish them precisely. The fact that Note 9 specifically says "voting rights" and not "economic ownership" or "equity interest" is almost certainly intentional and meaningful.Standard ASC 805 reverse acquisition language typically references:"Economic interest" or "equity interest" for ownership"Voting rights" or "voting interest" for controlThey are listed as separate factors in the accounting analysis



Completely false.

EVEN IF it's "voting rights" ....the REVERSE SPLIT is stated in "emphatic tense" language....it says.....THERE WILL BE A REVERSE SPLIT...before the con behind this scam.....side kick of Costello Richard Dirty Hawkins is issued his new shares....

Moreover.....DO THE MATH......no F-ing way is there ANY combo of math in which 240 million shitty shares gives Kepler the new controlling entity 89.8% voting or any other rights....WITHOUT A BIG OLE REVERSE SPLIT......

Show the math....cause I can do it in my head...let alone freaking "back of a napkin".......

EVEN if one takes into account the STILL disputed 60% single control share.....there is no path to 89.x percent...via merely giving little nobody scam firm Kepler a mere 240 million shares when even 1 BILLION shares are outstanding and it's waaaay the hell more than that.....

Math don't lie ...so sorry....your bullshit does not compute....not under any scenario and the original poster is 100% stone cold correct !!!
Bearish
Bearish
icon url

trader59

03/28/26 1:01 PM

#51674 RE: timez1000 #51671

Here's the words directly from the Form 10, pages 49 and 50 of the PDF file:

The MSA provides for: (a) the sale of one share of RNWF Special 2020 Series A Preferred Stock (the “Control Share”) from Manufacturing 360, LLC to ESF for $1,000, which carries 60% voting power; (b) the simultaneous share exchange with Kepler; and (c) a consulting engagement with RH2 Equity Partners, LP. The Share Exchange Agreement contemplates the issuance of 240,000,000 shares of RNWF common stock to Kepler’s shareholders. RH2 Equity Partners will receive 1,000,000 shares of post-reverse-split common stock vesting quarterly over 36 months for extended advisory services.

The Company has evaluated subsequent events through the date these consolidated financial statements were issued.

On February 27, 2026, the Company completed the business combination with Kepler Fusion Technologies Inc. as described in Note 10. On that date, the Special 2020 Series A Preferred Control Share was transferred to Earth Sciences Fund I LLC, satisfying all remaining closing conditions under the Master Sales Agreement and Share Exchange Agreement. As a result, Kepler became a wholly owned subsidiary of the Company, and Kepler’s former shareholders obtained approximately 89.7% ownership of the combined entity.


They're not going to issue those 240M shares until after the RS:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=177404983