Conditions for Closing on the Shell
I have listed some of the requirements necessary when closing on a Reverse Shell Merger.

• Sufficient information to complete and file the required 8-K with the SEC.
• Management information, including completion of the “Officer and Director Questionnaire,” for all Officers and Directors of the private company merging into the shell.
• Buyer and Seller signing the Definitive Agreements.
• Initial deposit followed by balance of funds sufficient to close on the transaction placed into escrow.
• Audited Financial Statement, conformed to US, GAAP for the private merger partner. The audit statements of the private company will be consolidated with the public company’s financial statements.
• Consent from the majority, at least 51%, of existing shareholders of the public company to sell their shares to the private company to effect the merger.
• Agreement for the Officers and Directors of the public shell to be replaced with the Officers and Directors designated by the private company merger partner.
• List of all shareholders in the private company that will make the share exchange.
• Number of shares to be outstanding “post merger”, and complete disclosure of share ownership post merger.
• Affecting a reverse split to reduce the number of shares owned by the previous minority shareholders of the public company upon completion of the merger.
• Agreement specifying the State the company will be domiciled in post merger.
• Satisfaction of warranties and representations between public shell and merger partner.
• Designation of securities attorneys and SEC qualified auditors that will represent the private merger partner.
• Preparation of the share exchange agreement, stock purchase agreement, definitive merger agreement, and all other documents necessary to complete the merger.
• Final preparation of the 8K that is required to be filed with the SEC within 4 days of closing the merger. The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934. (See Sec Final Rule 33-8587, pdf file)
• Coordinating financing (PIPE) in conjunction with the Closing of the reverse shell merger.

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