{"schema_version":"secwatch.filing_event.v1","accession":"0001640334-25-001563","form_type":"8-K","ticker":"MYCB","cik":"0001556801","company_name":"My City Builders, Inc.","filed_at":"2025-08-19T23:59:59+00:00","discovered_at":"2026-05-14T18:02:44.342655+00:00","generated_at":"2026-05-17T11:27:09.310013+00:00","sec_items":["1.01","2.01","3.02","5.06","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"My City Builders sells only operating subsidiary to insiders for $2.37M, becomes shell","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001640334-25-001563","json":"https://secwatch.observer/filing/0001640334-25-001563.json","markdown":"https://secwatch.observer/filing/0001640334-25-001563.md","text":"https://secwatch.observer/filing/0001640334-25-001563.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1556801/000164033425001563/0001640334-25-001563-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1556801/000164033425001563/jrvs_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T11:27:09.310013+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"f570f8bf9293e649222b76049a9b33da17c41fa7","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1556801/000164033425001563/0001640334-25-001563-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"shell status"}],"fact_type":"governance_change"},{"claim_id":"ca0304acf8f5ac51baad60233c90e6bf8648ff13","claim":"My City Builders, Inc. completed a disposition involving RAC Merger, LLC for $2,374,896.00 (closed 2025-07-08).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1556801/000164033425001563/0001640334-25-001563-index.htm","confidence":0.95,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"RAC Merger, LLC"},{"label":"Consideration","value":"$2,374,896.00"},{"label":"Closing","value":"2025-07-08"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}