In that same 8-K filing, ALT 5 notes the exchanged shares “will not be, and are not, registered under the Securities Act of 1933” – because the deal falls under the “accredited investor” exemption. 

No registration, no disclosures needed in this $750m deal involving POTUS.

The Company agreed to hold an annual or special meeting of stockholders on or prior to September 30, 2025 and to file a Preliminary Proxy Statement with the Commission with the date that is twenty (20) business days following the closing date for the purpose of obtaining the stockholder approval to the Amendment (the “Stockholder Approval”), with the recommendation of the Company’s Board of Directors that the proposal to approve the Amendment. If the Company does not obtain Stockholder Approval at the first meeting, the Company is obligated to call a meeting every ninety (90) days thereafter to seek Stockholder Approval until the date on which Stockholder Approval is obtained.

 

The issuance and sale of the “PIPE Securities will not be, and are not, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The PIPE Securities will be issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder for transactions not involving a public offering. Pursuant to the terms of the Registration Rights Agreement (as defined herein), the Company is required to file a registration statement providing for the resale of the PIPE Securities within 15 days of the closing of the Private Placement.

 

The Registered Offering is expected to result in gross proceeds of $750 million and the Private Placement is expected to result in the receipt of $750 million of $WLFI tokens, in each case before deducting placement agent commissions and other offering expenses. The closing of the Offerings is expected to occur on or about August 12, 2025, subject to the satisfaction of customary closing conditions.
1

This kind of transaction – in which the Trump family is opening a new storefront to process bribes – is exactly the kind of bogus investment that Congress, led by DE Rep. McBride, is trying to make more widely marketable to non-insiders by gutting the law defining “accredited investors.”

It’s 2025: Do you feel like you aren’t getting scammed enough? Are you tired of not being cheated, ripped off and defrauded? Probably not. We’re drowning in spam calls, phishing emails and junk mail, ...

Norwood: McBride’s new bill threatens with old scams - Bay to Bay News

It’s 2025: Do you feel like you aren’t getting scammed enough? Are you tired of not being cheated, ripped off and defrauded? Probably not. We’re drowning in spam calls, phishing emails and junk mail, ...

Replies

  1. This mess is what I mean when I say that Delaware law and Delaware lawmakers are directly implicated in the vast corruption that’s turned the US into an autocracy. Neither POTUS nor his family would be able to sell their office this way – or plan to sell even more – without the First State’s say-so.

    0