Bitmis Corp. was founded in the State of Nevada on June 6, 2016. The Company originally intended to commence operations in the business of consulting in Thailand but it was not successful. On February 24, 2020, Anna Varlamova, the president, treasurer, secretary and director of Bitmis Corp. sold 5,000,000 shares of the Company’s common stock, representing 80% of the total issued and outstanding shares of common stock of the Company, in a private transaction (the “Transaction”) to Li Wen Chen, Bi Feng Zhao, Heng Jian Yang, Kin Chiu Leung, Jin Jia Mai and Zhong Xiong Chen for an aggregate purchase price of $395,000 (the “Purchase Price”). Li Wen Chen, Bi Feng Zhao, Heng Jian Yang, Kin Chiu Leung, Jin Jia Mai, and Zhong Xiong Chen (collectively, the “Purchasers”) purchased, respectively, 1,250,000 shares, 1,000,000 shares, 1,000,000 shares, 750,000 shares, 500,000 shares and 500,000 shares of the common stock of the Company from Anna Varlamova. The share ownership of Li Wen Chen, Bi Feng Zhao, Heng Jian Yang, Kin Chiu Leung, Jin Jia Mai and Zhong Xiong Chen represents, respectively, 20%, 16%, 16%, 12%, 8% and 8% of the total issued and outstanding shares of common stock of the Company.
In December 2019, a novel strain of coronavirus, causing a disease referred to as COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 has spread all over China and many other countries in the world. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.
The Company’s business and results of operations have been adversely affected and could continue to be adversely affected by the COVID-19 pandemic. Quarantines, travel restrictions, shelter-in-place and other restrictions related to COVID-19 have impacted the Company’s abilities to visit and meet clients in China for potential merger and acquisition projects.
The global economy has also been materially negatively affected by COVID-19 and there is continued severe uncertainty about the duration and intensity of its impacts. The Chinese and global growth forecast is extremely uncertain, which could seriously affect people’s investment desires in China and internationally. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could negatively affect the Company’s liquidity.
On July 8, 2020, the Board of Directors received a resignation letter from Mr. Zhong Xiong Chen, a member of the Board, effective on July 8, 2020. Mr. Chen indicated that his resignation was due to personal reasons.
On July 8, 2020, the Board received a resignation letter from Ms. Li Wen Chen, a member of the Board and Chief Financial Officer of the Company, effective on July 8, 2020. Ms. Chen indicated that her resignation was due to personal reasons.
The Company has been dormant since July, 2020.
On April 12, 2022, the Eighth Judicial District Court in Clark County, Nevada Case No: A-22-849683-B appointed Custodian Ventures, managed by David Lazar as the Company’s custodian. Upon his appointment all former officers and directors of the Company resigned.
David Lazar, 31, has been CEO and Chairman of the Company since December 9, 2021. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales, and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal, and operations management; public company management, accounting, audit preparation, due diligence reviews, and SEC regulations.
Competition and Market Conditions
Bitmis Corp. will face substantial competition in its efforts to identify and pursue a business venture. The primary source of competition is expected to be from other companies organized and funded for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which may have substantially greater financial and other resources than Bitmis Corp. does. In light of its limited financial and human resources, Bitmis Corp. is at a competitive disadvantage compared to many of its competitors in its efforts to obtain an operating business or assets necessary to commence its operations in a new field. Additionally, with the economic downturn caused by the coronavirus pandemic, many venture capital firms and similar firms and individuals have been seeking to acquire businesses at discounted rates, and Bitmis Corp. therefore currently faces additional competition and resultant difficulty obtaining a business. Bitmis Corp. expects these conditions to persist at least until the economy recovers. Further, even if Bitmis Corp. is successful in obtaining a business or assets for new operations, it expects there to be enhanced barriers to entry in the marketplace in which it decides to operate as a result of reduced demand and/or increased raw material costs caused by the pandemic and other economic forces that are beyond its control.
As of the date of this Report, Bitmis Corp. is required to file reports with the Securities and Exchange Commission (the “SEC”) by Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”).
Depending on the direction management decides to take and a business or businesses Bitmis Corp. may acquire in the future, it may become subject to other laws or regulations that require the company to make material expenditures on compliance including the increasing state-level regulation of privacy. Any such requirements could require the company to divert significant human and capital resources on compliance, which could have an adverse effect on its future operating results.
As of the date of this Report, Bitmis Corp. does not have employees. However, an entity controlled by its Chief Executive Officer provides part-time consulting services to the company without compensation.
Risks Relating to Its Business and Financial ConditionEdit
Bitmis Corp. currently has no operations, and investors therefore have no basis on which to evaluate the Company’s future prospects.
Bitmis Corp. currently has no operations and will be reliant upon a merger with or acquisition of an operating business to commence operations and generate revenue. Because Bitmis Corp. has no operations and has not generated revenues, investors have no basis upon which to evaluate its ability to achieve its business objective of locating and completing a business combination with a target business. Bitmis Corp. has no current arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete a business combination in a reasonable timeframe, on reasonable terms, or at all. If Bitmis Corp. fails to complete a business combination as planned, it will never generate any operating revenues.
Bitmis Corp. may face difficulties or delays in its search for a business combination, and it may not have access to sufficient capital to consummate a business combination.
Bitmis Corp. may face difficulty identifying a viable business opportunity or negotiating or paying for any resulting business combination. Economic factors that are beyond its control, including the COVID-19 pandemic and consequent economic downturn, as well as increased competition for acquisitions of operating entities that Bitmis Corp. expects to encounter as a result thereof, may hinder its efforts to locate and/or obtain a business that is suitable for its business goals at a price Bitmis Corp. can afford and on terms that will enable the company to sufficiently grow its business to generate value to its shareholders. Bitmis Corp. has limited capital, and Bitmis Corp. may not be able to take advantage of any available business opportunities on favorable terms or at all due to the limited availability of capital. There can be no assurance that Bitmis Corp. will have sufficient capital to provide the company with the necessary funds to successfully develop and implement its plan of operation or acquire a business it deems to be appropriate or necessary to accomplish its objectives, in which case Bitmis Corp. may be forced to terminate its business plan and your investment in the Company could become worthless.
If Bitmis Corp. is not successful in acquiring a new business and generating material revenues, investors will likely lose their investment.
If Bitmis Corp. is not successful in developing a viable business plan and acquiring a new business through which to implement it, its investors’ entire investment in the Company could become worthless. Even if Bitmis Corp. is successful in combining with or acquiring the assets of an operating entity, Bitmis Corp. can provide no assurances that the Company will be able to generate significant revenue therefrom in the short-term or at all or that investors will derive a profit from their investment. If Bitmis Corp. is not successful, its investors will likely lose their entire investment.
If Bitmis Corp. cannot manage its growth effectively, it may not become profitable.
Businesses, including development-stage companies such as Bitmis Corp. and/or any operating business or businesses Bitmis Corp. may acquire, often grow rapidly, and tend to have difficulty managing their growth. If Bitmis Corp. can acquire an operating business, Bitmis Corp. will likely need to expand its management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support.
Bitmis Corp. cannot assure you that its management will be able to manage its growth effectively or successfully. Its failure to meet these challenges could cause the company to lose money, and your its investment could be lost.
Because Bitmis Corp. has limited capital, Bitmis Corp. may need to raise additional capital in the future by issuing debt or equity securities, the terms of which may dilute its current investors and/or reduce or limit their liquidation or other rights.
Bitmis Corp. may require additional capital to acquire a business. Bitmis Corp. may not be able to obtain additional capital when required. Future business development activities, as well as administrative expenses such as salaries, insurance, general overhead, legal and compliance expenses, and accounting expenses, will require a substantial amount of additional capital. The terms of securities that Bitmis Corp. issues in future capital raising transactions may be more favourable to new investors and may include liquidation preferences, superior voting rights, or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of its current investors. Any additional capital raised through the sale of equity securities will likely dilute the ownership percentage of its shareholders. Additionally, any debt securities that Bitmis Corp. issues would likely create a liquidation preference superior to that of its current investors and, if convertible into shares of Common Stock, would also pose the risk of dilution.
Bitmis Corp. may be unable to obtain the necessary financing if and when required.
Its ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry or industries in which Bitmis Corp. may choose to operate), its limited operating history, and current lack of operations, the national and global economies, and the condition of the market for microcap securities. Further, economic downturns such as the current global depression caused by the COVID-19 pandemic may increase its requirements for capital, particularly if such economic downturn persists for an extended period of time or after Bitmis Corp. has acquired an operating entity and may limit or hinder its ability to obtain the funding it requires. If the amount of capital Bitmis Corp. can raise from financing activities, together with any revenues Bitmis Corp. may generate from future operations, is not sufficient to satisfy its capital needs, Bitmis Corp. may be required to discontinue its development or implementation of a business plan, cancel its search for business opportunities, cease its operations, divest its assets at unattractive prices or obtain financing on unattractive terms. If any of the foregoing should happen, its shareholders could lose some or all of their investment.
Because Bitmis Corp. is still developing its business plan, Bitmis Corp. does not have any agreement for a business combination.
Bitmis Corp. has no current arrangement, agreement, or understanding with respect to engaging in a business combination with any specific entity. Bitmis Corp. may not be successful in identifying and evaluating a suitable acquisition candidate or in consummating a business combination. Bitmis Corp. is neutral as to what industry or segment for any target company. Bitmis Corp. has not established specific metrics and criteria that it will look for in a target company, and if and when Bitmis Corp. does, it may face difficulty reaching a mutual agreement with any such entity, including in light of market trends and forces beyond its control. Given its early-stage status, there is considerable uncertainty and therefore inherent risk to investors that Bitmis Corp. will not succeed in developing and implementing a viable business plan.
The COVID-19 pandemic could materially adversely affect its financial condition, future plans, and results of operations.
This COVID-19 pandemic has had a significant adverse effect on the economy in the United States and on most businesses. The Company is not able to predict the ultimate impact that COVID -19 will have on its business; however, if the pandemic and government action in response thereto impose limitations on its operations or result in a prolonged economic recession or depression, the Company’s development and implementation of its business plan and its ability to commence and grow its operations, as well as its ability to generate material revenue therefrom, will be hindered, which would have a material negative impact on the Company’s financial condition and results of operations.
Because Bitmis Corp. is dependent upon David Lazar, its Chief Executive Officer, and sole director to manage and oversee its Company, the loss of him could adversely affect its plan and results of operations.
Bitmis Corp. currently has a sole director and officer, David Lazar, who manages the Company and is presently evaluating a viable plan for its future operations. Bitmis Corp. will rely solely on his judgment in connection with selecting a target company and the terms and structure of any resulting business combination. The loss of its Chief Executive Officer could delay or prevent the achievement of its business objectives, which could have a material adverse effect upon its results of operations and financial position.
In addition, although not likely, the officers and directors of an acquisition candidate may resign upon completion of a combination with their business. The departure of a target’s key personnel could negatively impact the operations and prospects of its post-combination business. The role of a target’s key personnel upon the completion of the transaction cannot be ascertained at this time. Although Bitmis Corp. contemplates that certain or all members of a target’s management team may remain associated with the target following a change of control thereof, there can be no assurance that all of such target’s management team will decide to remain in place. The loss of key personnel, either before or after a business combination and including management of either the company or a combined entity could negatively impact the operations and profitability of its business.
Risks Related to a Potential Business AcquisitionEdit
Bitmis Corp. may encounter difficulty locating and consummating a business combination, including as a result of the competitive disadvantages it has.
Bitmis Corp. expects to face intense competition in its search for a revenue-producing business to combine with or acquire. Given the current economic climate, venture capital firms, larger companies, blank check companies such as special purpose acquisition companies, and other investors are purchasing operating entities or the assets thereof in high volumes and at relatively discounted prices. These parties may have greater capital or human resources than Bitmis Corp. does and/or more experience in a particular industry within which it chooses to search. Most of these competitors have a certain amount of liquid cash available to take advantage of favorable market conditions for prospective business purchasers such as those caused by the recent pandemic. Any delay or inability to locate, negotiate and enter into a business combination as a result of the relative illiquidity of its current asset or other disadvantages Bitmis Corp. has relative to its competitors could cause the company to lose valuable business opportunities to its competitors, which would have a material adverse effect on its business.
Bitmis Corp. may expend significant time and capital on a prospective business combination that is not ultimately consummated.
The investigation of each specific target business and any subsequent negotiation and drafting of related agreements, SEC disclosure, and other documents will require substantial amounts of management’s time and attention and material additional costs in connection with outsourced services from accountants, attorneys, and other professionals. Bitmis Corp. will likely expend significant time and resources searching for, conducting due diligence on, and negotiating transaction terms in connection with a proposed business combination that may not ultimately come to fruition. In such an event, all of the time and capital resources expended by the Company in such a pursuit may be lost and unrecoverable by the Company or its shareholders. Unanticipated issues which may be beyond its control or that of the seller of the applicable business may arise that force the company to terminate discussions with a target company, such as the target’s failure or inability to provide adequate documentation to assist in its investigation, a party’s failure to obtain required waivers or consents to consummate the transaction as required by the inability to obtain the required audits, applicable laws, charter documents and agreements, the appearance of a competitive bid from another prospective purchaser, or the seller’s inability to maintain its operations for a sufficient time to allow the transaction to close. Such risks are inherent in any search for a new business and investors should be aware of them before investing in an enterprise such as ours.
Conflicts of interest may arise between the company and its shareholders, directors, or management, which may have a negative impact on its ability to consummate a business combination or favourable terms or generate revenue.
Its Chief Executive Officer, Mr. Lazar, is not required to commit his full time to its affairs, which may result in a conflict of interest in allocating his time between managing the Company and other businesses in which he is or may be involved. Bitmis Corp. does not intend to have any employees prior to the consummation of a business combination. Mr. Lazar is not obligated to contribute any specific number of hours to its affairs, and he may engage in other business endeavours while he provides consulting services to the Company. If any of his other business affairs require him to devote substantial amounts of time to such matters, it could materially limit his ability to devote his time and attention to its business which could have a negative impact on its ability to consummate a business combination or generate revenue.
It is possible that Bitmis Corp. obtains an operating company in which a director or officer of the Company has an ownership interest in or that he or she is an officer, director, or employee of. If Bitmis Corp. does obtain any business affiliated with an officer or director, such business combination may be on terms other than what would be arrived at in an arms-length transaction. If any conflict of interest arises, it could adversely affect a business combination or subsequent operations of the Company, in which case its shareholders may see diminished value relative to what would have been available through a transaction with an independent third party.
Bitmis Corp. may engage in a business combination that causes tax consequences to the company and its shareholders.
Federal and state tax consequences will, in all likelihood, be a significant factor in considering any business combination that Bitmis Corp. may undertake. Under current federal law, such transactions may be subject to significant taxation to the buyer and its shareholders under applicable federal and state tax laws. While Bitmis Corp. intends to structure any business combination so as to minimize the federal and state tax consequences to the extent practicable in accordance with its business objectives, there can be no assurance that any business combination that it undertakes will meet the statutory or regulatory requirements of a tax-free reorganization or similar favourable treatment or that the parties to such a transaction will obtain the tax treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying reorganization, combination, or similar transaction could result in the imposition of significant taxation, both at the federal and state levels, which may have an adverse effect on both parties to the transaction, including its shareholders.
It is unlikely that its shareholders will be afforded any opportunity to evaluate or approve a business combination.
It is unlikely that its shareholders will be afforded the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require shareholder approval under applicable law, and its Articles of Incorporation and Bylaws do not afford its shareholders with the right to approve such a transaction. Accordingly, its shareholders will be relying almost exclusively on the judgment of its board of directors (“Board”) and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination. In order to develop and implement its business plan, may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company’s direction and consummating any transactions contemplated thereby. Bitmis Corp. may rely on such persons in making difficult decisions in connection with the Company’s future business and prospects. The selection of any such persons will be made by its Board, and any expenses incurred or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to its shareholders.
Because its search for a business combination is not presently limited to a particular industry, sector, or any specific target businesses, prospective investors will be unable to evaluate the merits or risks of any particular target business’s operations until such time as they are identified and disclosed.
Bitmis Corp. is still determining the Company’s business plan, and it may seek to complete a business combination with an operating entity in any number of industries or sectors. Because Bitmis Corp. has not yet entered into any letter of intent or agreement to acquire a particular business, prospective investors currently have no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition, prospects or other metrics or qualities they deem appropriate in considering to invest in the Company. Further, if Bitmis Corp. completes a business combination, it may be affected by numerous risks inherent in the operations of the business that it acquires. For example, if Bitmis Corp. acquires a financially unstable business or an entity lacking an established operating history, Bitmis Corp. may be affected by the risks inherent in the business and operations of a new business or a development stage entity. Although its management intends to evaluate and weigh the merits and risks inherent in a particular target business and make a decision based on the Company and its shareholders’ interests, there can be no assurance that it will properly ascertain or assess all the significant risks inherent in a target business, that it will have adequate time to complete due diligence or that it will ultimately acquire a viable business and generate material revenue therefrom. Furthermore, some of these risks may be outside of its control and leave the company with no ability to reduce the likelihood that those risks will adversely impact a target business or mitigate any harm to the Company caused thereby. Should Bitmis Corp. select a course of action, or fail to select a course of action, that ultimately exposes the company to unknown or unidentified risks, its business will be harmed and you could lose some or all of your investment.
Past performance by its management and their affiliates may not be indicative of future performance of an investment in us.
While its Chief Executive Officer has prior experience in advising businesses, his past performance, the performance of other entities or persons with which he is involved, or the performance of any other personnel Bitmis Corp. may retain in the future will not necessarily be an indication of either (i) that Bitmis Corp. will be able to locate a suitable candidate for its initial business combination or (ii) the future operating results of the Company including with respect to any business combination Bitmis Corp. may consummate. You should not rely on the historical record of him or any other of its personnel or their affiliates’ performance as indicative of its future performance or that an investment in the company will be profitable. In addition, an investment in the Company is not an investment in any entities affiliated with its management or other personnel. While management intends to endeavour to locate a viable business opportunity and generate shareholder value, there can be no assurance that Bitmis Corp. will succeed in this endeavour.
Bitmis Corp. may seek business combination opportunities in industries or sectors that are outside of its management’s area of expertise.
Bitmis Corp. will consider a business combination outside of its management’s area of expertise if a business combination candidate is presented to the company and it determines that such candidate offers an attractive opportunity for the Company. Although management intends to endeavour to evaluate the risks inherent in any particular business combination candidate, Bitmis Corp. cannot assure you that it will adequately ascertain or assess all the significant risks, or that it will accurately determine the actual value of a prospective operating entity to acquire. In the event Bitmis Corp. elects to pursue an acquisition outside of the areas of its management’s expertise, its management’s ability to evaluate and make decisions on behalf of the Company may be limited, or Bitmis Corp. may make material expenditures on additional personnel or consultants to assist management in the Company’s operations. Investors should be aware that the information contained herein regarding the areas of its management’s expertise will not necessarily be relevant to an understanding of the business that Bitmis Corp. ultimately elects to acquire. As a result, its management may not be able to adequately ascertain or assess all the significant risks or strategic opportunities that may arise. Accordingly, any shareholders in the Company following a business combination could suffer a reduction in the value of their shares, and any resulting loss will likely not be recoverable.
Bitmis Corp. may attempt to complete a business combination with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise be compatible with the company as expected.
In pursuing its search for a business to acquire, Bitmis Corp. will likely seek to complete a business combination with a privately held company. Very little public information generally exists about private companies, and the only information available to the company prior to making a decision may be from documents and information provided directly to the company by the target company in connection with the transaction. Such documents or information or the conclusions Bitmis Corp. draws therefrom could prove to be inaccurate or misleading. As such, Bitmis Corp. may be required to make its decision on whether to pursue a potential business combination based on limited, incomplete, or faulty information, which may result in its subsequent operations generating less revenue than expected, which could materially harm its financial condition and results of operations.
Its ability to assess the management of a prospective target business may be limited and, as a result, Bitmis Corp. may acquire a target business whose management does not have the skills, qualifications, or abilities to enable a seamless transition, which could, in turn, negatively impact its results of operations.
When evaluating the desirability of a potential business combination, its ability to assess the target business’s management may be limited due to a lack of time, resources, or information. Its management’s assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications, or abilities expected. Further, in most cases, the target’s management may be expected to want to manage the company and replace its Chief Executive Officer. Should the target’s management not possess the skills, qualifications, or abilities necessary to manage a public company or assist with their former entity’s merger or combination into ours, the operations and profitability of the post-acquisition business may be negatively impacted and its shareholders could suffer a reduction in the value of their shares.
Any business Bitmis Corp. acquires will likely lack diversity of operations or geographical reach, and in such a case, Bitmis Corp. will be subject to risks associated with dependence on a single industry or region.
Its search for a business will likely be focused on entities with a single or limited business activity and/or that operate in a limited geographic area. While larger companies can manage their risk by diversifying their operations among different industries and regions, smaller companies such as Bitmis Corp. and the entities it anticipates reviewing for a potential business combination generally lack diversification, in terms of both the nature and geographic scope of their business. As a result, Bitmis Corp. will likely be impacted more acutely by risks affecting the industry or the region in which it operates than it would if its business were more diversified. In addition to general economic risks, Bitmis Corp. could be exposed to natural disasters, civil unrest, technological advances, and other uncontrollable developments that will threaten its viability if and to the extent its future operations are limited to a single industry or region. If Bitmis Corp. does not diversify its operations, its financial condition and results of operations will be at risk.
Changes in laws or regulations, or a failure to comply with the laws and regulations applicable to us, may adversely affect its business, ability to negotiate and complete a business combination, and results of operations.
Bitmis Corp. is subject to laws and regulations enacted by federal, state, and local governments. In addition to SEC regulations, any business Bitmis Corp. acquires in the future may be subject to substantial legal or regulatory oversight and restrictions, which could hinder its growth and expend material amounts on compliance. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time-consuming, and costly. Those laws and regulations and their interpretation and application by courts and administrative judges may also change from time to time, and any such changes could be unfavourable to the company and could have a material adverse effect on its business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could result in material defence or remedial costs and/or damages have a material adverse effect on its financial condition,
Risks Related to Its Common StockEdit
Due to factors beyond Bitmis Corp. control, its stock price may be volatile.
There is currently a limited market for its Common Stock, and there can be no guarantee that an active market for its Common Stock will develop, even if Bitmis Corp. is successful in consummating a business combination. Recently, the price of its Common Stock has been volatile for no reason. Further, even if an active market for its Common Stock develops, it will likely be subject to significant price volatility when compared to more seasoned issuers. Bitmis Corp. expects that the price of its Common Stock will continue to be more volatile than more seasoned issuers for the foreseeable future. Fluctuations in the price of its Common Stock can be based on various factors in addition to those otherwise described in this Report, including:
- General speculative fever;
- A prospective business combination and the terms and conditions thereof;
- The operating performance of any business Bitmis Corp. acquires, including any failure to achieve material revenues therefrom;
- The performance of its competitors in the marketplace, both pre-and post-combination;
- The public’s reaction to its press releases, SEC filings, website content, and other public announcements and information;
- Changes in earnings estimates of any business that Bitmis Corp. acquires or recommendations by any research analysts who may follow the company or other companies in the industry of a business that Bitmis Corp. acquires;
- Variations in general economic conditions, including as may be caused by uncontrollable events such as the COVID-19 pandemic and the resulting decline in the economy;
- The public disclosure of the terms of any financing Bitmis Corp. discloses in the future;
- The number of shares of its Common Stock that are publicly traded in the future;
- Actions of its existing shareholders, including sales of Common Stock by its then directors and then executive officers or by significant investors; and
- The employment or termination of key personnel.
Many of these factors are beyond its control and may decrease the market price of its Common Stock, regardless of whether Bitmis Corp. can consummate a business combination and of its current or subsequent operating performance and financial condition. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against the company could result in substantial costs and divert its management’s time and attention, which would otherwise be used to benefit its business.
Because trading in its Common Stock is so limited, investors who purchase its Common Stock may depress the market if they sell Common Stock.
Its Common Stock trades on the OTC Expert Market. The OTC Expert Market generally is illiquid
The market price of its Common Stock may decline if a substantial number of shares of its Common Stock are sold at once or in large blocks.
Presently the market for its Common Stock is limited. If an active market for its shares develops in the future, some or all of its shareholders may sell their shares of its Common Stock which may depress the market price. Any sale of a substantial number of these shares in the public market, or the perception that such a sale could occur, could cause the market price of its Common Stock to decline, which could reduce the value of the shares held by its other shareholders.
Future issuance of its Common Stock could dilute the interests of its existing shareholders, particularly in connection with an acquisition and any resulting financing.
Bitmis Corp. may issue additional shares of its Common Stock in the future. The issuance of a substantial amount of its Common Stock could substantially dilute the interests of its shareholders. In addition, the sale of a substantial amount of Common Stock in the public market, either in the initial issuance or in a subsequent resale by the target company in a business combination which received its Common Stock as consideration or by investors who has previously acquired such Common Stock could have an adverse effect on the market price of its Common Stock.
Due to recent changes to Rule 15c2-11 under the Securities Exchange Act of 1934, its Common Stock may become subject to limitations or reductions on stock price, liquidity, or volume.
On September 16, 2020, the SEC adopted amendments to Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”). This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such as its Common Stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current publicly available information about the issuer. When it becomes effective, the amended Rule will also limit the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in their Exchange Act reports. Since Bitmis Corp. has not maintained current public information about its company, its stockholders may face difficulties in selling their shares of its Common Stock at desired prices, quantities, or times, or at all, as a result of the amendments to the Rule. As of this date its stock price is not quoted and trades on the OTC Expert Market.
References and notesEdit
- Source: the company.