B402, Thought it would be helpful to refresh this information as a result of KADIN'S DD. Credits to KADIN!
Apparently, this S-1 is NOT THE SLAM DUNK which maybe ill perceived.
The SEC will have the final say as to whether or not this proposed spin-off is allowed 'as is'...
Here are a few of their considerations...
In our view, there is not a valid business purpose for a
spin-off when the purpose is:
* creating a market in the spun-off securities
without providing adequate information to the
shareholders or to the trading markets;
* the creation of a public market in the shares of a
company that has minimal operations or assets; or
* the creation of a public market in the shares of a
company that is a development stage company that has no
specific business plan or whose business plan is to
engage in a merger or acquisition with an unidentified
company.
Other than the business purposes discussed above, the facts
of a particular situation will determine whether the business
purpose is valid. Accordingly, the parent must determine whether
there is a valid business purpose for the spin-off.