Whitehall Seeking Foreign Partners
Whitehall is seeking to establish working relationships with foreign financial service providers interested in assisting companies in their home country in going public in the US.
The skillsets needed are a thorough understanding of financial statements, understanding of corporate structure and secured transactions, and the ability to provide due diligence reports. Working relationships with lawyers and accounts servicing corporate clients.
Candidate partners don’t need to understand cross-border transactions or US regulations pertaining to a foreign company going public, listing on a US stock exchange, or raising money in the US and worldwide. We have a thorough understanding of this topic and will be glad to teach our foreign partners. Hopefully our foreign partner will reciprocate and teach us his countries regulations.
Fees paid to our foreign partners for assisting and guiding the foreign company with their deliverables are a percentage of the fees earned by Whitehall. The percentage paid to our partner depends on the amount of work needed and support provided to the company going public. Whitehall’s fees are shares and stock options in the companies we take public and list in the US. Our fees are generous because they are contingent upon success. If we fail to get the company public and listing on a stock exchange, Whitehall gets nothing. Conversely, when we succeed our fee is higher than normal to reflect the risk we take
Our in-country partners will be at the table when fee arrangement is negotiated with the client company. Our partner is free to decline a project without affecting projects underway or future projects.
When Whitehall refers to an in-country partner it can apply to a region. To boundary is as wide as the partner’s knowledge of a countries accounting rules, banking and secured transactions, and trade practices. The jump from Vietnam to China is too extreme while Vietnam Laos is fine. From Whitehall’s perspective, the larger area a partner can cover the better.
When Whitehall's fees are earned
Whitehall’s fees are contingent and divided into two success levels. Level One is after the Securities and Exchange Commission declares the company registration statement effective, which means the company is now a US public company. At this point, the agreed number of Whitehall shares are now Vested.
After the client company’s shares are approved for trading and shares begin trading the Level Two is completed and the balance of Whitehall’s shares are Vested.
Most transactions provide for stock options. Stock options can be below the stock trading price or above. Options generally expire in three to five years. Cashless execution will apply to maintain an even and steady market.
Typical Shares issued to Whitehall to Go Public and List on a Stock Exchange
n a typical transaction, Whitehall would receive between five to seven percent of the company’s shares, on a fully diluted basis. These shares would be issued at the beginning of the project. Upon completion of Level One an agreed number of shares will become VESTED and upon completion of Level Two the remaining shares will become VESTED.
The company should set aside about $150,000 for third party costs which consist of the formation of a BVI and US company, US legal fees, transfer agent fees, OTC Markets listing fee.
Engaging Whitehall
Whitehall’s compensation is often contingent upon success in taking companies public and listing them on one of the three major exchanges. We ofter are willing to take stock and options in the companies we take public providing the company and Whitehall agree on the professionals and advisors to be used. Whitehall is often able to recommend professionals who do excellent work for very reasonable fees.
Engaging Professionals
Following the decision to proceed the auditor is engaged to perform a two-year GAAP audit and the lawyers to begin drafting of offering documents. Depending upon the complexity of their engagement that work will take between one and two months. A Regulation A Tier 2 Statement is Filed with the SEC. The registration will have a zero minimum and a maximum larger than needed but available in the event of higher than expected investor interest. The SEC review will take about sixty days.
The Preparation of the Market Effort Begins
After passing the halfway mark on our money raise we invite broker-dealers to join the offering. When they see that this company is going to succeed and become listed on Nasdaq they will have an interest. Their involvement will be helpful in several states that require a broker-dealer to close a share purchase. The brokers also like that we have many make interested shareholders that we will introduce them to.
Early Interface With Nasdaq on Direct Listing
Whitehall will have had early contact with Nasdaq on the new company listing. Once over halfway through the offering, it’s time for the company to meet with Nasdaq and discuss the details of the new listing. We want Nasdaq to know that we are okay with suspending our offering and listing early or completing the offering by raising the maximum.
After Majority Money Raised, Broker-Dealers Invited
After passing the halfway mark on our money raise we invite broker-dealers to join the offering. When they see that this company is going to succeed and become listed on Nasdaq they will have an interest. Their involvement will be helpful in several states that require a broker-dealer to close a share purchase. The brokers also like that we have many make interested shareholders that we will introduce to them.
Early Interface With Nasdaq on Direct Listing
Whitehall will have had early contact with Nasdaq on the new company listing. Once over halfway through the offering, it’s time for the company to meet with Nasdaq and discuss the details of the new listing. We want Nasdaq to know that we are okay with suspending our offering and listing early or completing the offering by raising the maximum. Investors look at the small stock market as the place to find a good stock issued by a small, fast-growing, and well-managed company. They want to make some money. If they buy a stock and its price goes up 5 to 6% over a year, they will dump the stock as a loser and look for a stock to gain 12% to 15% per year.
Opening of Nasdaq Trading and Closing of Offering
Prior to trading of shares, the Company must come into compliance with all Nasdaq listing requirements. Nasdaq is likely to require a PCAOB auditor, quarterly reports, filing an 8-A, and the seating of independent directors.
Compensation Agreement With Whitehall
Whitehall will present the company with a fee proposal based on taking the company public and listed the company on the Nasdaq or OTCQB Stock Markets. Whitehall’s fee is based on listing on Nasdaq. Listing the company on the OTCQB is a lesser amount. Whitehall compensation is based on the company engaging the types of services described below, and at the estimated compensation levels provided.
Whitehall’s compensation is most often shares and stock options of the private company, which will be registered along with other company shares. The shares and options issued to Whitehall are subject to achieving public company status and achieving a public listing of the company’s shares. If Whitehall fails to achieve public company status all of the shares and options issued to Whitehall are to be returned. If Whitehall achieves public company status but no listing on Nasdaq or OTCQB, then half of all stock and options are to be returned. The shares issued to Whitehall range between 2.5% to 4% of all shares issued including shares sold to the public. Whitehall to receive the same number of options as shares issued. The option execution price to be at 1.25% of the opening stock price with cashless execution.