Restrictions are on the fixed warrents as I remember.
Q. FOR THE SEGI SHAREHOLDERS, WHAT WILL HAPPEN TO MY SHARES OF SEGI AND HOW MANY SHARES IN HOLDINGS WILL I RECEIVE?
A. As a result of the Acquisition, for each share (or security that converts into a SEGI share) of SEGI that you own, you will receive one share of Holdings common stock or equivalent convertible security. You will retain your SEGI shares of common stock or convertible security. For example, if you currently own 10,000 shares of SEGI Common Stock, after the Acquisition, you will own 10,000 shares of Holdings Common Stock in addition to the 10,000 shares of SEGI Common Stock that you presently own and will retain. As a result of the Acquisition, all of the stockholders (common stock and convertible securities) of SEGI will become security holders of Holdings.
Q. WILL THE ACQUISITION RESULT IN A CHANGE OF STOCKHOLDER CONTROL?
A. Yes, the Acquisition will result in a change of control. There are currently, 13,074,066 shares of Holdings Common Stock issued and outstanding. After giving effect to the Acquisition, there will be an additional 63,288,324 shares of Holdings Common Stock issued and outstanding that will be issued to the present security holders of SEGI. Therefore, these security holders will control Holdings.
Q. WHAT ARE THE BENEFITS TO THE COMPANY OF COMPLETING THIS ACQUISITION?
A. We are presently a shell company and have no operations. The SEGI Subsidiaries that we are acquiring in the Acquisition have operations. Therefore, upon consummation of the Acquisition, we will become an operating company. The Company’s purpose was to acquire an operating business.
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