Another reverse merger, announced some time ago, is Tesspay. RIOT ownes 52% of Tesspay.
"Cresval Capital Corp. Announces Signing of Definitive Agreement With Tess Inc."
https://globenewswire.com/news-rele...ng-of-Definitive-Agreement-With-Tess-Inc.html
"Riot Blockchain's TessPay Enters Definitive Agreement for Transaction with Publicly Traded Cresval Capital Corp. "
Jan 17, 2018, 08:00 ET
https://www.prnewswire.com/news-rel...ly-traded-cresval-capital-corp-300583740.html
There are a few differences in the wording of the above PR and the exhibit 99.2 which was filed on January 18:
https://www.sec.gov/Archives/edgar/data/1167419/000107997318000036/ex99x2.htm
However the main points of the merger are:
Shell company:
Cresval Capital Corp
Blockchain company:
TessPay
Merger terms:
* Cresval is "acquiring" Tesspay. Tesspay will receive 80 million shares of Cresval.
* Existing shareholders of Cresval will retain 8.4 million shares of Cresval.
* RIOT owns 52% of Tesspay (52% of 80 million is 41.6 million)
* Tesspay will execute a financing of 3.5 million CAD. The form of this financing is a convertible note at CAD $0.10 into Tesspay
* Merger expected to be completed by the 2nd quarter of 2018
https://finance.yahoo.com/quotes/crv.v/view/v1
RIOT 10-Q for the quarter ended 30 September 2017
https://www.sec.gov/Archives/edgar/data/1167419/000107997317000667/riot_10q-093017.htm
"On October 20, 2017, the Company acquired approximately 52% of TESS which is developing blockchain solutions for telecommunications companies. Under the terms of the Purchase Agreement (the “Purchase Agreement”) the Company invested cash of $320,000 and issued 75,000 shares of restricted Common Stock in exchange for 2,708,333 shares of common stock of TESS.
"Accordingly, TESS became a majority-owned subsidiary of the Company. In connection with the transaction, the Company and TESS entered into a registration rights agreement pursuant to which the Company agreed to file a registration statement within three months to register the resale of 25,000 shares (of 75,000 shares) of Common Stock issued to TESS.
"As of October 20, 2017 TESS has net tangible assets of approximately $10,000 and the Company expects that the purchase price will be allocated to intangible assets including in-process research and development and goodwill."
.