Wednesday, December 23, 2020

Fwd: Wilson Sonsini Alert: SEC Approves NYSE Proposal for Primary Direct Listings (Again)



---------- Forwarded message ---------
From: Wilson Sonsini Alert <wsgr_resource@wsgr.com>
Date: Wed, Dec 23, 2020 at 6:17 PM
Subject: Wilson Sonsini Alert: SEC Approves NYSE Proposal for Primary Direct Listings (Again)
To: <stevescott@techacq.com>


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SEC Approves NYSE Proposal for Primary Direct Listings (Again)

December 23, 2020

On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved the proposed rule change filed by the New York Stock Exchange (NYSE) allowing companies to sell new shares and raise capital in direct listings.

This approval comes several months after the SEC's initial approval of the rule change, which was stayed following the submission of a notice of intention to petition for review by the Council of Institutional Investors (CII). Following a de novo review of the proposed rule change, as well as review of the briefs, motions, and statements submitted, the SEC issued a finding that the NYSE proposed rule change is consistent with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and approved the proposed rule change. This approval opens the door to another pathway for companies to offer and sell their shares in the public markets.

The following provides a high-level summary of some of the key highlights of the new rules, which were discussed in greater detail in our previous alert.

  • Primary Direct Floor Listing. Under the new rules, the NYSE Listed Company Manual allows for a "primary direct floor listing" whereby a company may list its common equity securities on the NYSE at the time of effectiveness of a registration statement pursuant to which either 1) the company will sell new shares in the opening auction on the first day of trading or 2) the company and selling shareholders will sell shares in the opening auction on the first day of trading.
  • Market Value of Publicly Held Shares Listing Requirement. In order to list shares on the NYSE in a traditional underwritten initial public offering, a company must have an aggregate market value of publicly held shares of at least $40 million. For a primary direct floor listing, a company will be deemed to have satisfied the market value of publicly held shares initial listing requirement if it sells at least $100 million in market value of shares in the opening auction on the first day of trading. In the alternative, if the company sells less than $100 million in the opening auction, then the company will be deemed to have satisfied this initial listing requirement if 1) the aggregate market value of the shares the company will sell in the opening auction on the first day of trading and 2) the shares that are publicly held immediately prior to the listing is at least $250 million, with the market value calculated using a price per share equal to the lowest price in the price range set forth in the applicable registration statement.

    Of note, companies seeking to list shares on the NYSE in connection with a direct listing (whether a primary direct floor listing or a selling shareholder direct floor listing) will continue to be subject to all other applicable initial listing requirements, including, for example, the requirements to have at least 400 round-lot shareholders and 1.1 million publicly held shares outstanding at the time of the initial listing.
  • Auction Procedures. Under the new rules, the NYSE added a new limit order, referred to as an Issuer Direct Offering Order (IDO Order), applicable solely to auctions for primary direct floor listings. Among other things, the IDO Order will have a limit price equal to the lowest price in the price range set forth on the applicable registration statement, and cover the number of shares offered by the company as set forth in the prospectus in the applicable registration statement. In addition, a designated market maker (DMM) will be required to effectuate the auction for primary direct floor listings manually, and will be responsible for determining the auction price. The DMM will not be permitted to conduct the auction if the auction price is outside of the price range in the company's effective registration statement or if there is insufficient interest to satisfy both the IDO Order and all better-priced sell orders in full. Under the new rules, the services provided by the company's financial advisor and the DMM assigned to the listing will be required to be provided in a manner that is consistent with all federal securities laws, including Regulation M and other anti-manipulation requirements. In order to monitor compliance with Regulation M and other anti-manipulation provisions of the federal securities laws, the NYSE has retained the Financial Industry Regulatory Authority (FINRA) pursuant to a regulatory services agreement.

What to Do Now?

The new rules are effective immediately, and provide yet another avenue for companies to offer and sell their shares in the public markets. While the number of companies able to undertake a direct listing may remain limited due to, among other things, the NYSE's initial listing requirements (including the requirement that companies must have at least 400 round-lot holders), the ability for companies to raise capital in primary direct listings will likely result in more companies considering this pathway to going public.

Following the SEC's approval of the NYSE rule change, Nasdaq submitted a substantially similar proposed rule change relating to primary direct listings, and is seeking immediate effectiveness. This latest submission differs from Nasdaq's previous proposed rule change, which remains under review by the SEC, and is discussed in further detail in our previous alert. We will continue to monitor developments on Nasdaq's proposed rule changes relating to primary direct listings.

For more information about direct listings or any related matter, please contact any member of Wilson Sonsini's capital markets practice.

 

 

This communication is provided as a service to our clients and friends and is for informational purposes only. It is not intended to create an attorney-client relationship or constitute an advertisement, a solicitation, or professional advice as to any particular situation.

To update your preferences for the kinds of materials you'd like to receive from us, please click here to visit the Wilson Sonsini Subscription Center. You also can quickly unsubscribe from all Wilson Sonsini mailings by clicking here.

Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304

 

 

Sunday, December 13, 2020

Fwd: 2020: My 10 Lessons



---------- Forwarded message ---------
From: Brendon Burchard <support@brendon.com>
Date: Sun, Dec 13, 2020 at 5:13 PM
Subject: 2020: My 10 Lessons
To: <stevescott@techacq.com>


10 lessons in review of 2020
 
 
Steve -

10 things I learned (or confirmed) in 2020:

1. Change Illuminates Character.
At the beginning of this year, I said that those who will succeed the most this decade will adopt a "role-model mindset." They would enter this decade ready for challenge, ready to serve, ready to remain open and kind, ready to push themselvs to be the best. For some people, that was just New Year's hype. For others, for the dedicated few, the role-model mindset kept them humble, compassionate, centered, and leading throughout a tough year of pandemic, politics, quarantines, fear, misinformation, advancement, hope, renewal -- all those opportunities and challenges that this year was made of. How we handle change and challenge reveals who we really are. To those who stayed true to your character, optimistic through the dark times, disciplined when it was easy to hide and wait, loving to family who disagreed, enthusiastic about making this year a test of your best -- I see you, I recognize you, I honor you. You showed us what's possible.

2. Judge Less, Feel Better.
A mantra I began years ago, and taught at the outset of the pandemic, seems such a huge lesson this year. The more you judged "the other side" and those who thought differently than you, the more you lived in a year of condemnation, canceling, outrage, anger, vitriol, tribalism. If you learned to simply allow other people to have their opinions, and didn't feel the need to dominate others with your values or beliefs, and learned to observe and think and communicate without losing your emotional center or compassion, the better you felt. Lose your center, feel awful. Don't judge (yourself or others) harshly, quickly, unfairly, obliviously, and you just feel better. Yep, I learned this more and more as the year went on too. Some will judge this entire email: "Brendon, you sound like you are all about self-reliance and self-discipline and don't realize how hard a year this was. People struggled. Depression, loss, fear. These things were hard - don't judge us for not being awesome to our families or keeping our health (next point), feeling confident (point 4 below), or for building/investing when it's scary (point 5)." Don't worry - no judgment over here at all. I just know what people are truly capable of because I get to see transformation every day. No downward judgment, all upward pull and cheer.

3. Family & Health First.
There's no explanation needed on this. The better direction here is, "How'd you do?" Did you call them? Did you honor them? Did you workout? Did you optimize your health to position yourself stronger and healthier in a pandemic? Whatever your answer, be even more intentional and disciplined in 2021, and don't be hard on yourlsef about this year (see Point #2).

4. Confidence Matters.
Confidence is the belief in one's ability to figure things out. Did you enter each day ready to figure things out, or did you tell yourself that you can't? Your answer to that single question probably set the reality and progress of your year. I spent much of my year with my private clients - already capable and smart andf caring people - just gettiing them back to confidence. Reminder: Nothing "out there" gives you confidence.

5. Build and Invest When Everyone Waits.
A lot of people got to work this year while everyone else drowned in pools of pessimism. A lot of people kept building while everyone hid their fears by jumping into more seasons on Netflix. A lot of people waited... and waited... and waited. Others invested when the chips were down, worked when others retired to the couch. Yes, it was a hard year for all. Some took that as an opportunity. (I recently launched a new Marketing Mastermind for 2021, and the results tell me, so far, that there are definitely people out there ready to build).

6. Community Matters.
Speaking of my new Mastermind, I can say that *all* of my past masterminds, friendship groups, and communities of friends from gradeschool until today REALLY MATTERED this year. If you made friendship a priority through life (thank you Dale Carnegie), then this year was so much more sufferable and yes, enjoyable. Outside of my wife and the health of my family, the number one thing I'm thankful for this year is my friendships that kept me feeling like things would be okay. Love you guys. (Special shoutout to my private group, the Beachgang - your efforts and example kept me motivated on days we didn't even text. Thank you.)

7. Leaders Show Up.
There were a lot of corporate high-fliers and "social media stars" in 2019 who disappeared in 2020 when the tough road began. (Again, see point #2, because we have no idea why that happened for them, and it's not a judgment against them, it's a celebration of those who were there). This year, I was amazed at all of you leading out there. I also re-read biographies of Churchill, King, Mandela, and a total of 11 leadership books. That perspective reminds me just how lucky and easy many of us have it, and just how remarkable people can be when it's time to rise, unite and serve.

8. Primary Aspiration Theory is not a theory, it's a Law.
If you've studied my work, you know my model of Being, Relating, Creating, and Growing--the 4 primary aspirations. These are what bring us aliveness and authenticity, connection and caring, contribution and fulfillment, and enrichment and excellence and expansion. The thing is: if you didn't work super hard to have harmony between all 4 this year -- harmony as defined as you tried in these areas and balanced their vibe to your liking -- then it was a super tough year. If you feel lacking in these areas, please go grab a High Performance Journal as we get to many of these concepts in the writing prompts.

9. Wellness + Productivity Habits MATTER.
50-minute breaks. Meditation, excercise, diet, sleep, supplements. High Performance Planner. 5 major moves and prolific quality output. All those productivity hacks from my Coaching program - these things saved the day for ME. I can't imagine this year without these practices.

10. Knowing Matters. 
People looked *outside* of themselves too much this year, hoping to get signals for how to be, who to be, what to think, how to feel. People say beware the difference between signal and noise without any understanding of or reverence for "knowing." They say find the desired signal through all that noise; I say find your soul. The signals you desire do not come from without; and the real effort of mastery is to tune out the signals and orchestrate a higher harmony altogether. We spend much of our lives chasing, consuming and listening to the wrong signals. The "desired" signals most people look for are external—popularity, power, profit, position. They are wide-eyed and open-eared and pleading for anything, anything, amid all those conversations and comments and judgments that might, somehow please, meet their feverish need for belonging and acceptance and control. "Let me forget the haters and non-believers and hardships—that noise!—and find the signal that says I am enough," they say. But maturity and strength are found in letting go of the constant search for those old and youthful desired signals—from caring little about society's "important" signals and noise and direction and sound. The power resides not just in receiving and perceiving the signals and noise in new ways; the real power is in knowing, in listening to your own sound above it all, to the hopes and the dreams and the fires of the soul. You are not a receiver of signals anymore; you are a creator, a symphony conductor. You are tuned in. You are harmonizing something within that is receiving no noise, no signals from outside, something no one else can ever send or see or know or hear. Go within and listen and tune and feel and amplify and scale that—there is no anxious terror there that you are missing something, no, there is just beautiful and unique sound there, there is wisdom there, there is fire and life there.

These things I learned and re-learned this year, as it was a big wild year for me over here, too.

I hope these reflections help. I'll share more on The Brendon Show Podcast this week - probably a Tuesday episode. I'm not done yet this year, and I've got some big announcements coming soon.

I'm grateful for you. Sending you and your loved ones warm wishes for a wondrous hooliday season. 

With love, your coach,
Brendon
 

LATEST PODCASTS!
 

  

GIFTS!! Subscribe to either podcast, leave a review, take a screenshot of your review, and DM it to me on Instagram @BrendonBurchard. I'm gonna choose some people and give out gifts all weekend!

 

2021 Marketing Mastermind!
 

Want to go BIG with your marketing and business growth in 2021? Then get 12 of my most lucrative "marketing campaign playbooks," and let me guide you to the best year of online sales ever. It's my BRAND NEW Mastermind for thought leaders, influencers, bloggers, coaches, online instructors, and social media leaders. If you want me to be your marketing mentor all next year, this is for you. We start in January, but registration closes this week! 

 

 

 

 

Hey - you're awesome. I love creating training for you. Hit reply if you need anything, we always have your back. Of course, you can unsubscribe, just please be careful, bc that means I can't deliver your emails anymore, even for things you asked/paid for, as all our services are tied to your email address. But you can reach me anytime at support@brendon.com or PO Box 5368 Portland, OR, 97228.
 

Wednesday, December 9, 2020

Fwd: What do the five tech giants know that most don’t?



---------- Forwarded message ---------
From: Scot Ginsburg <scot.ginsburg@hughesmarino.com>
Date: Wed, Dec 9, 2020 at 1:19 PM
Subject: What do the five tech giants know that most don't?
To: Steve Scott <stevescott@techacq.com>


Hi Steve,

I hope you had a wonderful Thanksgiving and that the upcoming holiday season finds you healthy, happy and optimistic heading into 2021!

Throughout this year and across all of our offices, we've been asked by thousands of clients different versions of: "What is the future of office space?"

Many business leaders look to the large tech companies for clues about the future. Interestingly, this year alone, the five tech giants (Amazon, Google, Microsoft, Apple and Facebook) have expanded their real-estate footprint by more than 25%, their fastest rate over the past decade.


Earlier this summer our company's CEO, Jason Hughes, wrote an article about his vision for the future of office space that provided empirical examples from leaders of Microsoft, IBM, Yahoo – and even the U.S. Patent Office – that working from home (WFH) isn't universally effective for companies long-term. It's one thing to WFH to survive a global pandemic; it's another for a company to thrive in a competitive environment once team collaboration and accountability are table stakes again.

CNBC just ran a story stating that 3 out of 4 workers look forward to getting back to the office. A few months ago PwC did a large survey of business leaders where, surprisingly, 51% of the respondents are anticipating an increase in office space, 19% anticipate staying the same size, and only 30% plan a decrease in size. Those wanting to grow cited the need for more collaboration areas; those wanting to shrink cited the desire to reduce operating costs and anticipated transformation to more remote working.

Recently the Wall Street Journal ran a story on what some of the leading CEO's thought about WFH sustainability:

  • Reed Hastings, CEO of Netflix, "I don't see any positives. Not being able to get together in person, particularly internationally, is a pure negative." WSJ asked Hastings: Do you have a date in mind for when your workforce returns to the office? Mr. Hastings: "Twelve hours after a vaccine is approved….. It's probably six months after a vaccine. Once we can get a majority of people vaccinated, then it's probably back in the office."
  • Jamie Dimon, CEO of JPMorgan Chase & Co., "I don't know the future better than anyone else. I think going back to work is a good thing. I think there are negatives to working from home…We've seen productivity drop in certain jobs and alienation go up in certain things. So we want to get back to work in a safe way."
  • Tim Cook, CEO of Apple Inc., "In all candor, it's not like being together physically. And so I can't wait for everybody to be able to come back into the office. I don't believe that we'll return to the way we were because we've found that there are some things that actually work really well virtually."
  • Jim Fish, CEO of Waste Management Inc., "Most of us are not hermits…We need that social interaction, not only from a business standpoint but truly from a kind of personal-development standpoint."
  • Arne Sorenson, CEO of Marriott International Inc., "It's a much harder way to work for anything that requires a personal relationship. And as a consequence, I think we're going to find that we maybe not go back to 100% in the office all the time. Because remote work clearly works for many things, but I think we're going to find that being together delivers value in productivity and creativity and relationships that is irreplaceable."
  • John Schoettler, Vice President of Global Real Estate and Facilities at Amazon, "We believe that post-pandemic we will ultimately return to doing a majority of our work in the office. We believe that much of the best work that we do is done in the office where employees can come together, work together to solve problems and be collaborative."

One silver lining to this pandemic/recession is that office rents are dropping – in some cases as much as 50%. This will help to re-balance the landlord/tenant economic relationship, and ultimately deliver lower real estate costs for your organization that you can redeploy into other areas of your company's growth.

As always, our team at Hughes Marino remains committed to helping business leaders like yourself with your corporate real estate planning and execution. If there is anything we can do to help you, it would be our honor.

Happy holidays, and I look forward to staying in touch throughout the new year.

-Scot

Scot Ginsburg
Senior Vice President
Broker License #01300321
+1 858.344.5000 Mobile
+1 619.238.2111 Main
 

HUGHESMARINO
1450 Front Street, San Diego, CA 92101
 
 

Products Inquiry

Hello! 

  

We introduce ourselves as Dongbu Group A general merchandise company located in South Korea .One of our partner introduced your company to us please let me know if you can accept new orders,i will have to forward our PO and specifications immediately to place a trial order.please NOTE only copy & reply us to our sales box here>(sales@dongbuqroup.com) 

  

  

Best Regards, 

Ji-yoo Liang, 

Sales Director 

Email: sales@dongbuqroup.com 

Head Office
Address:
Centreville Asterium Bldg. D, 372, Hangang-daero, 

Yongsan-gu, Seoul, Republic of Korea 

Tel: + 82-2-438-4213 

Fax: +82-2-384-2479 

  

https://www.dbgroup.co.kr/ 


Saturday, December 5, 2020

Fwd: My business exposed



---------- Forwarded message ---------
From: Neil at Kyvio <admin@kvsocialmail.com>
Date: Wed, Dec 2, 2020 at 5:07 AM
Subject: My business exposed
To: <stevescott@techacq.com>


 
Hey,
 
Recently I've been getting plenty of questions from our new subscribers.
 
A lot of those questions go like this:
 
"If your products are as good as you say they are, why do you sell them so cheaply?"
 
That's a valid question.
 
In this industry, most of us have been burnt by buying into big promises on more than one occasion.
 
Thus… I want to address this question in full detail.
 
Actually, there are 5 reasons why we're able to sell our products at bargain-basement prices without compromising on quality:
 
I'd like to go over each, one by one.
 
Reason #1 (The most obvious one): The Costs Of Running a Business are Not as High as Other Companies Want You To Think!
 
We know that our customers are overpaying for most of the marketing tools they use.
 
We also know they DO NOT have to.
 
The costs of building and maintaining software are simply not as high as other companies claim them to be.
 
We don't have to overcharge you in order to grow our business and here's exactly why:
 
Reason #2 We're Investing in "Cost Control"
 
Right off the bat… even before launching a single product, we began to invest heavily in cost control.
 
That's why we developed a unique recruiting and outsourcing model.
 
It allows us to find - and outsource our work to - tippy-top professionals at a lower cost than any of our competitors can.
 
That, in turn, means, we don't have to overcharge you to cover our development expenses either!
 
Reason #3: We Have Multiple Streams Of Income!
 
We built our business in such a way that it generates revenue from multiple streams of income.
 
And we put most of that income back into the business.
 
For example:
 
A lot of people asked how we are able to support Funnelvio if we sell it at a one-off price?
 
Well, we're able to support it because we have a lot of other products and parts of the business that bring us money.
 
Besides, as I told you in my previous emails, at the moment our primary goal is to grow the brand behind all our products - VIO.
 
I.E. Due to having multiple revenue streams, we can afford (and are ready) to lose money on some products if it helps us in achieving that goal.
 
Which brings us to the next point….
 
Reason #4: We're Ready To Lose Money… Seriously!
 
Our main objective is to turn VIO into a household brand in the online marketing space.
 
That's why, as I said above, we are ready to lose money to give our customers more value than they paid for.
 
We know our brand will become stronger and more powerful faster.
 
That, in the long run, will allow us to make all the money we "lost" for branding purposes back in spades.
 
Reason #5 We're Not Going To Be Cheap Forever!
 
The proof of everything I said above is the fact that right now we sell most of our products at a one-time price.
 
(Though, we do have products with a recurring payment model as well.)
 
However…
 
Once we meet our branding goals, we are going to be charging a recurring fee on ALL product upgrades.
 
(A lot of which at the moment come at a one-off price as well.)
 
But don't worry.
 
No matter how the pricing model changes in the future...
 
You won't ever have to pay us a recurring fee on products that you got for a one-off price!
 
So, you definitely made a wise decision by joining VIO now! ;)
 
Well, that's all there is to it.
 
These were the 5 factors allowing us to deliver you the most innovative products at the lowest price… without having to compromise on their quality and support.
 
Now, in a couple of days' time, you'll get to see the validity of all these points for yourself.
 
I'm putting together a very special offer for you… where you can get one of our most powerful marketing tools… at such a low one-off price that it will blow your mind.
 
In the interim, over the next few days, I will be sharing with you a few neat, little-known money-making strategies you can use to start raking piles of cash right away!
 
Don't miss my next email.
 
It's going to be piping-hot!
 
 
P.S. I'm taking a few days off. So you should receive the next email in 2 days at the earliest. But it's going to be bombastic!
 
P.P.S. By the way, how would YOU like to be able to take 2 or more days off whenever you felt like it? If you WOULD like that, then pay close attention to the emails I send you.
 
Everything I send your way is designed to help you achieve the level of freedom where you work whenever and however much you want.
Thousands of our subscribers who obtained that level of freedom are the living proof - these methods work!
 
 
KV Technology Ltd.,
Unit 2 of LG 1, Mirror Tower
61 Mody Road, HK
n[email protected]
 
 
This email was sent to stevescott@techacq.com
You received this email because you are signed up to our list and have purchased one or more products from Kyvio (KV Technology Ltd.).
 
 
 
© 2020 Kyvio
 

Tuesday, December 1, 2020

Products Inquiry

Hello!

 

We introduce ourselves as Dongbu Group A general merchandise company located in South Korea .One of our partner introduced your company to us please let me know if you can accept new orders,i will have to forward our PO and specifications immediately to place a trial order.please NOTE only copy & reply us to our sales box here>(sales@dongbuqroup.com)

 

 

Best Regards,

Ji-yoo Liang,

Sales Director

Email: sales@dongbuqroup.com

Head Office
Address:
Centreville Asterium Bldg. D, 372, Hangang-daero,

Yongsan-gu, Seoul, Republic of Korea

Tel: + 82-2-438-4213

Fax: +82-2-384-2479

 

https://www.dbgroup.co.kr/




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