Company: DMINT, Inc.

Form Type: S-1/A

Filing Date: 2024-12-31

Corporate Action: Spin-off

Type: Update

Accession Number: 000121390024113992

Comments: DMINT, Inc. is filing an amendment to its S-1 registration statement, detailing a spin-off distribution from its parent company, The OLB Group, Inc. (OLB). This distribution will involve a pro-rata allocation of DMINT's common shares and Class A shares to shareholders of OLB, effective around a specified date in 2024. OLB is distributing all outstanding shares of DMINT, making it a separate publicly traded entity. The amendment outlines the structuring of share allocations, restrictions on sellable shares, and the tax implications for shareholders regarding this spin-off. The spin-off aims to enhance focus on each company's unique business segments and alleviate market confusion. Additionally, it is noted that DMINT plans to list its common shares on NASDAQ, contingent on approval. The document also addresses potential risks associated with the spin-off and the specific terms related to share distributions, including the handling of fractional shares, which will be aggregated and sold, with proceeds distributed to shareholders. There is no assurance of a market emerging for the Class A shares, which will convert into common shares automatically after six months. The aim is to enable a more accurate reflection of the company's performance in the capital market post-distribution.

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