MERGERS & ACQUISITIONS
Each SJU STAC entity is structured as a Stablecoin Acquisition Company with $20 million in LXUSD stablecoin plus the capacity for up to $10 million in additional cash injection. These entities are designed to merge with substantial private companies and public companies, creating dual-listed public equities that trade on both the Solana-based decentralized equity exchange and traditional stock markets worldwide.
MERGER & COMBINATION PROCESS
The SJU STAC merger program follows a structure similar to traditional SPACs (Special Purpose Acquisition Companies), adapted for the digital asset ecosystem. Each STAC entity holds $20 million in LXUSD stablecoin at a $2.00 per unit cost basis, with the capacity for an additional cash injection of up to $10 million. The entity identifies a target private company or public company, negotiates merger terms, and upon completion of the business combination, the resulting entity becomes a dual-listed public equity — trading simultaneously on the HDSJ Solana-based decentralized equity exchange and on traditional stock markets.
HOW A STAC MERGER CREATES A DUAL-LISTED PUBLIC EQUITY
DEBT INSTRUMENTS & FIXED INCOME MARKETS
In addition to equity mergers and acquisitions, the HDSJ Exchange supports the tokenization and trading of debt instruments. Corporate bonds, mortgages, commercial leases, asset-backed securities, municipal bonds, and structured notes can all be placed into the exchange's markets. These instruments are tokenized on the Solana blockchain, settled in LXUSD, and made available to qualified investors through the same institutional-grade infrastructure used for equity trading. This creates a comprehensive capital markets platform spanning both equity and fixed income.
RULE 3(a)(10) EXEMPTION & REGULATORY FRAMEWORK
The Sponsor has structured these STAC entities to qualify for exemption under Section 3(a)(10) of the Securities Act of 1933. This exemption applies to securities issued in exchange for outstanding securities, claims, or property interests where the terms and conditions of the exchange have been approved by a court or authorized governmental entity after a hearing on the fairness of the terms. This exemption allows the STAC entities to trade without the requirement to file a registration statement with the SEC, significantly reducing the time and cost of bringing these entities to market.
The intent of this proposed trading market and business combination program is for these STAC entities to merge with substantial private companies and public companies listed on major exchanges including the NYSE, NASDAQ, AIM London Stock Exchange, Saudi Stock Exchange (Tadawul), and Euronext. Following completion of a business combination, the resulting entity may seek additional listings on these traditional exchanges while maintaining its Solana-based digital equity listing on the HDSJ Exchange.
All Sponsor shares are fully subordinated to public shares. Although the Sponsor acquired equity units at an extensive discount of $2.00 per unit, they assumed all initial risk in forming and capitalizing these entities. The Sponsor offers complete subordination of their interests until the public has had the opportunity to invest in these companies under rules similar to a traditional SPAC structure. This means public investors have priority in distributions, liquidation preferences, and voting rights until the subordination conditions are satisfied.
PIPE (Private Investment in Public Equity) investors who participate through the HDSJ Fund at $5.00 per unit are relieved of any and all restrictions. PIPE investors receive unrestricted equity units that are immediately tradeable on the HDSJ Exchange upon listing. There are no lock-up periods, holding requirements, or transfer restrictions imposed on PIPE investors. This structure provides PIPE investors with maximum flexibility and liquidity while maintaining the integrity of the overall capital structure.
MERGER CAPITAL STRUCTURE
| COMPONENT | AMOUNT | SOURCE | PURPOSE | RESTRICTIONS |
|---|---|---|---|---|
| LXUSD Stablecoin | $20,000,000 | Sponsor Allocation | Merger consideration & working capital | Subordinated to public |
| Cash Injection | Up to $10,000,000 | PIPE / Partners / Family Offices | Additional merger capital | Unrestricted |
| PIPE Investment | Variable | HDSJ Fund at $5.00/unit | Growth capital & AMM liquidity | No restrictions |
| Warrant Proceeds | $11.00 - $15.00/unit | Cash exercise by holders | Post-merger expansion capital | Cash exercise only |
| Target Company Assets | Variable | Merger target | Operating business & revenue | Subject to merger terms |