ktcougar
1 month ago
Thanks for posting. Of interest to the old SOLI holders.....
In February 2024, the Issuer completed the acquisition of Virtual Health Holdings, Inc., subject to the issuance of the
7,000,000 common shares of WPFH, as the consideration. In July 2024, a total of 7.000,734 common shares were issued
for the VHHI acquisition, with the extra 734 shares reflecting rounding up of fractional shares. As part of the acquisition of
ownership of VHHI, the acquisition agreement provided that all of the common shares of the Company to be issued to VHHI
shareholders would be issued without registration and also would be issued with a contractually agreed transfer restrictions
that the shares could not be traded for a period of 18 months from the date of actual issue to the VHHI shareholders and
thereafter at the rate of 10 percent of the shares held by a shareholder for each calendar quarter. This provision was
included as a counterpart to the similar restriction agreed to by Vezbi shareholders so that no new VHHI shareholders
acquiring Company shares could sell a disproportionate part of their share ownership and as a result drive the trading price
of the thinly traded stock down, to the detriment of all shareholders, while the business and revenues of Vezbi and VHHI
could be grown to support more liquidity.
So even when restrictions(Jan. 2026?) come off we can only sell 10% of our shares each quarter.
As part of a planned corporate reorganization of the Company and the proposed acquisition of ownership of the Company’s
subsidiaries, VHHI and Vezbi, by a Nasdaq listed Special Purpose Acquisition Company (SPAC), the Company undertook
several steps in December 2024:
1. A Term Sheet was executed in October 2024 with the target SPAC under which the SPAC would issue 100 million
of its common shares, representing 92+% of the resulting shares outstanding, to the shareholders of the Company
in proportion to their ownership in the Company in exchange for ownership of VHHI and Vezbi, which would become
wholly owned subsidiaries of the SPAC as a result. At closing, the SPAC would be current on its SEC filings, have
its common shares listed for trading on the Nasdaq stock market, would provide interim bridge funding to the
operating subsidiaries and would have not less than $10 million in working capital, among other conditions.
2. The Company then spun off VHHI and Vezbi to an interim trust for the benefit of the Company shareholder in
December 2024 to then be transferred to the SPAC when the SPAC was able to complete all of the conditions to
closing and meet all of the regulatory and compliance requirements. That trust, the WPFH Interim Trust, was
created by the Company in December 2024 and ownership of VHHI and Vezbi were transferred to the WPFH Interim
Trust, as previously announced on December 16, 2024.
3. The Term Sheet of October 2024 with the SPAC terminated automatically on December 30, 2024 by its terms after
two automatic extensions; however, the Company continued to work with the SPAC toward the eventual closing of
the acquisition when the SPAC was able to meet the closing conditions and regulatory requirements. In addition,
the Company began exploring other alternatives to reaching a similar result, which efforts are continuing.
4. On December 17, 2024, the Company issued a press release announcing the merger of the Company and
GrocerIQ. Inc. GrocerIQ, Inc. was acquired as a wholly owned subsidiary effective February 1, 2025. The Issuer
has been renamed GrocerIQ Holdings, Inc.by amendment to the Articles of Incorporation filed with the Florida
Secretary of State on March 13, 2025 and processed by the Florida Secretary of State, and a requested change in
the trading symbol of the Company stock to GRIQ, filed with FINRA and still pending..
5. On April 8, 2025, the Board of Directors approved a 1 for 4 reverse split of its common stock subject to approval by
FINRA, which also is pending.
So if I'm reading this correctly, old SOLI holders have been spinoff into a WPFH interim trust with the eventual goal of being merged into a SPAC who they have been talking to since October. Since the term sheet extension ran out in December, they are exploring other alternatives. I assume they have been unsuccessful since its May and I haven't seen any news. Hopefully by Jan. of 2026 we have a stock in our port., that is trading and we can sell 10% of our old SOLI holdings each Q. What a mess lol!
kt