---
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"
generated_at: "2026-05-17T11:27:09.310013+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# My City Builders sells only operating subsidiary to insiders for $2.37M, becomes shell

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 5.06, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001640334-25-001563
- JSON: https://secwatch.observer/filing/0001640334-25-001563.json
- Plain text: https://secwatch.observer/filing/0001640334-25-001563.txt

## Key facts
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1556801/000164033425001563/0001640334-25-001563-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1556801/000164033425001563/0001640334-25-001563-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.