My City Builders, Inc. (MYCB): M&A transaction — My City Builders sells only operating subsidiary to insiders for $2.37M, becomes shell

My City Builders, Inc.

Sale of RAC Real Estate Acquisition Corp. (100% of operating business) to affiliate-owned RAC Merger, LLC for $2,374,896.
Consideration: $35,623 cash to non-affiliate shareholders; $2,339,272 satisfied by share assignment to buyer.
My City Builders becomes a shell company with no operations after sale.
Transaction structured as tax-free reorganization under IRC Section 368(a)(2)(E); cash is taxable boot.
Affiliates own 98.5% of My City Builders: Yolanda Goodell, Francis Pettilloni, Frank Gillen, Jose Gonzalez.

item 1.01 item 2.01 item 3.02 item 5.06 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

My City Builders, Inc.: Company states it is no longer an operating company and would be considered a shell company as defined in Rule 12b-2 under the Exchange Act.

Change: shell status

Exact text from the filing

As a result of the Agreement, the Company is no longer an operating company and would be considered a “shell company” as the term is defined in Rule 12b-2 under the Exchange Act.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

My City Builders, Inc. completed a disposition involving RAC Merger, LLC for $2,374,896.00 (closed 2025-07-08).

Action: disposition
Counterparty: RAC Merger, LLC
Consideration: $2,374,896.00
Closing: 2025-07-08

Exact text from the filing

shares of RAC’s common stock from the Company (the “ Shares ”) (which constitute 100% of the issued and outstanding shares of RAC) in exchange for consideration in the amount of $2,374,896.00. The consideration is to be distributed pro rata to the Company’s shareholders. However, since the Merger LLC is made up of the Affiliates who own 98.5% of the current issued and

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51 governance changes filed in the last 30 days. Browse all governance changes →

My City Builders, Inc. filing history →

Source: SEC EDGAR

accession 0001640334-25-001563

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