If any mischief occurs, it will occur after the sale of the shell. For purposes of the registration statement, Go Public has arbitrarily put a $.012 valuation on the individual shares. $600,030 in total. A bit high for a shell. It will be interesting to see if they can get their sales price.
Our Capitalization
We have authorized capital of 50,000,000 shares of common stock, $0.00001 par value. We have issued all of these shares to our sole stockholder, Go Public LLC, for par value. Our sole shareholder is registering these shares for resale in connection with a business combination. None of the proceeds of this offering will go to the Company.
The Distribution
Gift share distribution. Our sole shareholder will give 3,000,000 shares of stock to family members, friends and business acquaintances selected by it. The selection of donees will be an arbitrary process and our sole shareholder will consider a variety of personal factors during the selection process.
Acquisition share distribution. The shares registered in this offering will remain in escrow until a target company is identified. When a target company is identified, our sole shareholder will sell all or substantially all of its stock to the target company or its shareholders in order to consummate the acquisition. Our sole shareholder’s sale of its shares will result in a change in control of the Company, with the purchasers of Go Public’s shares becoming the controlling shareholders of the Company.
If we are unable to negotiate a suitable acquisition, comply with Rule 419 and close the transaction within 18 months from the original effective date of our registration statement, our sole shareholder will unwind the gift share distribution, we will withdraw our registration statement and the donees will have no interest in our company.
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