Shell Criteria
The third area to address when purchasing an OTCBB shell is the shell itself. Shells come in many different variations and there are certain nuances to the transaction that Buyers must become familiar with.
First of all you need to define the criteria for the purchase of the shell. Some shells can deliver as little as 51% of the shares outstanding and some as much as 99.9%. If you do not want to deal with having your attorney reversing the outstanding shares in the shell then I suggest you purchase a shell with as close to 100% delivery as you get. The more shares delivered the more expensive the shell is. A shell that can deliver 99.9% can cost between $700,000 and $1,000,000. If, on the other hand, your attorney has extensive experience in reverse shell mergers then he can affect the reverse stock split after you have acquired the shell. You can accomplish the same goal of retaining a high percentage of the shares and save yourself as much as $200,000 in the process.
Free Trading Shares
Some OTCBB shells can also include “free trading” shares that can be distributed to non-affiliate shareholders of the new company being vended into the shell. There is usually a premium paid for shells that can deliver free trading shares. There are some distinct advantages to getting a shell with free trading shares but that is a conversation for to have with your business advisor and SEC attorney.
Shareholders
You also need to determine if you want over 300 shareholders. If you are planning to grow your company and eventually would like to work your way up to a listing on NASDAQ or AMEX you will need a minimum of 300 shareholders. Therefore, it is advisable to find a shell with at least 300 shareholders.










2 users commented in " How to Buy an OCTBB Shell: Part 3 "
Follow-up comment rss or Leave a TrackbackWhat is your view of 10-SB’s (so called “Virgin Shells”) created from scratch, fully reporting, non-trading? Does the emergence of this type of vehicle present much competion for trading otcbb/pinksheet shells?
TKR,
Hello t.k.r,
The “virgin shells” is yet another way to go. But you are comparing apples and oranges.With the virgin shells you will have to go through the SEC review/comment process which could take several months. Secondly, most of the virgins only have a half dozen shareholders and you will run into problems when file your 15C-211 to trade. The NASD is now requiring that you have a minimum of 40 shareholders to start trading and mosr companies are trying to have at least 100 so there are no holdups.
Ralph
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