Kool Aid Man
1 week ago
$48 million judgment against Thompson's Kerogen and others a/o 2/26/2024. Same garage/office address 408 Gompers, Ave, Indiana, PA.
I don't recall seeing this before. This seems to explain why he formed ''Kerogen II''...a subsidiary of JP3E.
https://trellis.law/doc/204384613/
Despite knowing this Park announced on OTC---
SPZI: JP3E Enters $330,000,000 Commitment with Öztürk Holding, LLC and Kerogen Resources, LLC via Kerogen Resources II, LLC to Develop Unconventional Shale Assets| 10/31/2024
Two days after people here did Park's DD job for him which revealed that Ozturk was a notorious scammer did he post a ''clarification''
https://www.globenewswire.com/news-release/2024/11/02/2973645/0/en/SPZI-JP3E-Issues-PR-Clarification.html
Despite all the damning DD on Thompson Pastor Park refuses to cut ties with him.
I-Glow
1 week ago
Actually finally a S-1 under the 1940 is much more arduous than filing through the Securities Act of 1933.
Investment Company Act of 1940: S-1 in Context (the 1940 act is for investment companies and and I have never seen one approved for a OTC company pass comments for a S-1 using the 1940 act.
Purpose: Regulates companies whose primary business is investing in securities (e.g., mutual funds, hedge funds). If the SEC deems you an “investment company,” you must register under this act, even for an S-1 offering.
Process: Filing an S-1 under the 1940 Act means you’re not just disclosing an offering—you’re registering as an investment company. This piles on extra requirements: investment policies, portfolio details, compliance with leverage and diversification rules, and often a separate Form N-1A (for mutual funds) or similar. The S-1 becomes a hybrid, blending 1933 Act disclosure with 1940 Act obligations.
Scrutiny: Much higher. The SEC doesn’t just check disclosure—they evaluate your structure against 1940 Act rules. Are you really an investment company? Do your investments comply? This can lead to existential questions, not just clarifications.
Difficulty: Significantly harder. The 1940 Act’s rules are complex—legal and accounting burdens soar. Forwardly withdrew their S-1 because the “burden of work and expense” was too much, a common reaction when hit with this shift.
An S-1 is a registration statement used to disclose material information about a company and its securities before they’re sold publicly. Forwardly, a small public company (OTCMKT: FORW), filed an S-1 under the 1934 Act’s framework, likely to register shares or raise capital. The SEC stepped in, saying, "No, your business looks like an investment company, so you need to file under the 1940 Act." Filing under the 1940 Act would mean:
More Work: Detailed disclosures about investment strategies, portfolio holdings, and compliance with 1940 Act rules.
Higher Costs: Legal and accounting fees skyrocket due to the complexity.
Different Rules: They’d have to restructure their offering or operations to fit the 1940 Act’s mold, which might not align with their goals.
Forwardly balked at this, withdrew the S-1, and effectively paused their plans, citing the "burden of work and expense." This happens sometimes—companies misjudge how the SEC will classify them, and the 1940 Act’s requirements can be a dealbreaker.
You wrote - "that's great news for SPZI/JP3E...
That's great news for SPZI/JP3E in my opinion. Something positive regarding some corporate changes with FINRA must be very close to happening."