Thank you!
This is a bit confusing. The parent company has until Sept 2023 to do their taxes so shareholders won’t be receiving forms regarding this spinoff from our broker for a long while. I really don’t want to do an extension and would like to be able to manually enter this info if I can to get my taxes filed.
Here is a breakdown-
These were preferred non voting shares of oil and gas assets. For the spinoff, 100% of the outstanding preferred shares (under parent company) spun off into the new company as common shares 1:1. Shareholders from the spinoff now own zero shares of the parent company.
“This prospectus (“Prospectus”) is being furnished to you as a Series A Preferred stockholder of Meta Materials, Inc. (“Meta”) in connection with the planned distribution (the “Spin-Off”or the “Distribution”) by Meta to its Series A Preferred stockholders of 165,472,241 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Next Bridge Hydrocarbons, Inc. (the “Company,” “Next Bridge,” “we,” “us” or “our”) held by Meta immediately prior to the Spin-Off. As of the date hereof, Meta holds 165,523,363 shares of Common Stock, of which 165,472,241 shares will be distributed in the Spin-Off and will be 100% of the outstanding shares of capital stock of the Company following cancellation of 51,122 shares of Common Stock contemporaneously with the Distribution.”
In order to meet the “substantially disproportionate” test, the percentage of outstanding shares of Meta voting stock actually and constructively owned by a U.S. holder immediately following the Spin-Off must, among other requirements, be less than 80% of the percentage of the outstanding shares of Meta voting stock actually and constructively owned by such U.S. holder immediately before the Spin-Off. Because the Class A Preferred Stock is not voting stock, it is not expected that the “substantially disproportionate” test will be satisfied in respect of the Spin-Off.”
So it does not look like it meets the requirements of section 355 as non taxable. So what am I looking for to see if this should be reported as a sale or distribution?
https://www.sec.gov/Archives/edgar/data/19367[phone number removed]22292114/d302576d424b4.htm
