What is a Blank-Check company?

Blank-check company is development stage company without specific business plan or purpose or that has business plan to engage in a merger or acquisition with an unnamed company. These type of companies are bound by Securities and Exchange Commission Rule 419 to protect investors therefore they may be subjected to additional requirements if they are registering securities for public offering. Because SEC views them as penny stock or microcap stock there is more rules and restrictions imposed upon them. For instance blank-check companies are not allowed to use Rule 504 of regulation D that exempts companies from registration of securities for offerings up to $1 million. Companies are also required to fully disclose all terms and condition of the offering.

Popular type of blank-check company is special purpose acquisition company (SPAC), created to pull funds in order to finance merger or acquisition within certain time frame. It is publicly listed company that rises money from investors via IPO and valuation of the company is solely based on the amount of cash that is raised. Money that is raised in the process is put into escrow, meaning it is held by the third party until party obligation has been fulfilled; in this case it is identifying viable merger or acquisition opportunity. Founders of SPAC usually have 24 months to close the deal. If they don't fulfill their obligation company will be dissolved and funds will be returned to investors.

Since investors may not have the full knowledge of how their money will be spent, they issue blank check to the SPAC and in return SPAC must receive shareholders approval for acquisition and 80% of funds must be used in single deal. Some companies choose to issue blank-check preferred stock in order to raise additional funds without shareholders approval and as a defense from hostile takeover. Besides making listing process faster SPACs provide path to liquidity and access to public market for some companies.

Comments

OTC stocks more difficult to trade and deposit

Mina Mar Group helps micro-cap companies structure their growth. Micro-capitalized companies are those with less than $50,000,000 in equity, sometimes under $1,000,000. Restructuring involves raising money (both debt and stock), and planning how they will eventually harvest that wealth. If you’re a founder or investor, the secret to harvesting your equity is to possess assets with a developed market for their sale; up until recently, that market was the public market. Now, Over-The-Counter Securities (“OTC Securities”) don’t serve that purpose since, unless you’re a tech unicorn doing an IPO, there are essentially no ways to sell the shares you’ve invested in. OTC securities – how they were deposited five years ago. Brokerages all around the country have tightened compliance over the past five years to the point where no one may deposit share certificates into their brokerage accounts, even if they can prove that they paid for them. Consider the following demand from a secondary brok

S1 Registration

A Form S1 represents the opening registration that a US firm must submit with the SEC prior to an Initial Public Offering. The Securities Act requires a registration statement, otherwise known as Securities and Exchange Commission Form S1, previous to security can be issued on a public exchange such as the NASDAQ, NYSE, or other exchanges. Foreign corporations can register with the SEC, but they must do so using the SEC Form F1. Corporations must fill out Form S1 to outline their intended use of capital proceeds, a description of their current business strategy and competition, and a brief prospectus for the new security, including offering pricing mechanism and any other dilution to other listed stocks. The SEC also mandates that any material business conducted between the corporations and its directors and external counsel be disclosed. Investors can access S1 filings online in order to do due diligence on new offers before they go public. As a result, businesses can use the SEC’s

Foreign Companies

Lately, we are getting many inquiries about dual listing or to list foreign companies either through IPO or RTO on OTCmarket. What are the benefits for foreign companies to be listed on OTC markets and how they can do that? Is it an easy procedure, and what are the conditions? What is the main reason for companies that are listed on qualified foreign exchanges to trade on OTC markets? We are here to cater to your questions by providing you with the right answers. The first thing we need to start with is that this market is a global market. Only that fact gives you countless opportunities. To be listed on Wall Street which represents a vital center of global finance, for early-stage growth companies, and having access to US investors can bring a significant competitive advantage. It is appropriate for small businesses due to its regulatory structure, which gives better transparency and accessibility to a bigger pool of less risk-averse and more active investors. This is important for s

Mina Mar Group

Search This Blog