E-Waste, a Shell firm related to a $ 100 million delicatessen in New Jersey, pronounces a reverse merger
Hometown Deli, Paulsboro, N.J.
Mike Calia | CNBC
E-Waste, a Shell company affiliated with a nearly $ 100 million company that owns only one deli in New Jersey, announced Tuesday that it had a reverse merger with a private electric vehicle company called EZRAider Global Inc . will be received.
E-waste, which itself has a sky-high market capitalization of $ 110 million despite a lack of business, was co-marketed with deli company Hometown International for such a reverse merger or similar transaction.
"This shows that there is a credible process for (E-Waste) to complete a merger with an appropriate private company," said a person with knowledge of the situation who refused to be named. "The merger will be an efficient and robust way for EZRAider to gain access to the US capital markets."
E-Waste's mailing address is in a North Carolina office building and is the same as that of a company affiliated with Peter Coker Sr., whose son Peter Coker Jr. is Chairman and CEO of Hometown International. The deli owner until recently had a $ 150,000 promissory note from E-Waste.
EZRAider described itself in a press release from April as a proprietary platform for electric vehicles, which is available "in combination with the Ecart trailer" with 2-, 4- and 6-wheel drive.
"It was originally developed in Israel for the mobility of military troops on the ground and has since been available to governments and consumer markets in numerous countries, including the US," EZRaider said in its then-release.
"When combined with accessories, EZRaider vehicles are competitive for a wide variety of uses including urban commuting and errands, farming, off-road work and adventure, search and rescue, fire, security, military, enhanced mobility for the disabled, golf, Tourism, hunting, fishing, camping, facility maintenance, small shipments and more. "
In March, EZRaider Global Inc. announced that it had received a US $ 50 million investment commitment from Luxembourg-based Global Emerging Markets Group to bring the company public.
A Securities and Exchange Commission filed by E-Waste on Tuesday found GEM's involvement in the reverse merger.
CNBC detailed in April that e-waste was registered in the GEM Group's Manhattan office before Fall 2020. This article also pointed out that in early 2020, four of the five largest shareholders in E-Waste, in order of size of the shares held, were: GEM Global Yield Fund LLC SCS, based in Valletta, Malta, and three people, their address which was from something called GEM Advisors, located on Madison Avenue in New York.
At the time, the President, Treasurer and Secretary of E-Waste was a man named Peter de Svastich, who is the Managing Director of GEM Group.
GEM, the majority shareholder of E-Waste, sold 6 million restricted shares in the company last year for $ 30,000 to Global Equity Limited – a Macau, China-based company.
Global Equity Limited is also the largest single registered shareholder in Hometown International, the deli company.
E-Waste's filing with the SEC on Tuesday detailed the series of transactions that will underlie the reverse merger with EZRaider.
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The company announced that another company, privately held EZ Global, will acquire a limited liability company called EZ Raider LLC, which has the rights to acquire a fourth Israel-based company called DS Raider Ltd. includes.
"EZ Global will enter into a reverse merger with E-Waste and a newly established acquisition subsidiary of E-Waste," said the SEC announcement.
"All outstanding shares in EZ Global's share capital will be transferred to E-Waste in exchange for shares in E-Waste's common stock."
The filing states that following the reverse merger, E-Waste will make a private placement offer on its securities on the terms set out below to complete EZ Global's acquisition of DS Israel.
The transaction is expected to close on or before June 30th.
"Upon completion of all necessary business and legal due diligence reviews following the execution of this term sheet, EZ Global will offer and sell a minimum of … $ 2,000,000.00 … and a maximum of … $ 3,000,000 … principal of The senior secured convertible bonds from EZ Global ", it says in the file. It added that these "will be sold to a limited number of discerning investors and / or non-US persons".
According to the filing, "GEM Global Yield Fund LLC SCS or its affiliate, agent or agent (" GEM ") has entered into a purchase agreement with EZ Global for up to $ 50,000,000 of the EZ Global issued and outstanding Shares of registered and unrestricted shares to acquire negotiable common stock issued under the Securities Act for a period of thirty-six months. "
Both E-Waste and Hometown International, whose shares are traded on the over-the-counter Pink market, rejected their absurdly high market cap weeks ago in SEC filings which found that their share price did not reflect the value of their business.
Hometown International caught attention in mid-April when hedge fund manager David Einhorn stated in a letter to clients that the company recently had a market cap of more than $ 100 million, despite only owning the small deli in Paulsboro, New Jersey .
Since then, CNBC has detailed the history of the arrests, lawsuits, and government sanctions that have involved a number of individuals linked to Hometown and E-Waste, such as Coker Sr., his business partner, an attorney who participated in was involved in the creation of the deli, and others.
Former E-Waste President John Rollo resigned last month from the post he took on after a career that included winning the Grammy Awards as a music engineer and working as a patient truck in a New Jersey hospital.
Rollo has been replaced by Elliot Mermel, 31, who lives in California. His business backgrounds include starting a company that raises crickets as human food and partnering in a cannabis business with Paul Pierce, the former Boston Celtics superstar basketball player.
Shortly after Rollo quit, the Hometown International shareholder fired the deli firm's CEO, Paul Morina, who is the director and head coach of wrestling at Paulsboro High School, and replaced him with Coker Jr.
A person familiar with the situation confirmed to CNBC that the executive replacement measures were part of the ongoing cleaning work at both companies. The person insisted on anonymity in order to be able to speak freely about the circumstances of the move.