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Super 8-K

A “Super 8-K” is an industry term used for an 8-K filed under Item 2.01 for the completion of a transaction and Item 5.06 of Form 8-K to report a change in shell status.  Where a company completes a transaction such as a reverse merger, business acquisition or asset acquisition which has the effect of causing it to cease being a shell company, it must file an 8-K under Items 2.01 and 5.06 within four (4) business days of the triggering event.  This 8-K requires, that the company file the information that would be required if the company were filing a Form 10 registration statement under the Exchange Act including audited financial statements.  In other words, a Super 8-K is an 8-K with a Form 10 registration statement included therein. 

Generally an 8-K does not allow for incorporation by reference, however, the instructions for a Super 8-K specifically allow for incorporation by reference to other filings that contain disclosure or information that must be included in the Super 8-K.

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Super 8-K

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