Item
5.06 Change in Shell Company Status.
On
March 22, 2023, Visiber 57 Corp. a Nevada corporation (the “Company”), ceased being a shell company (as defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
Rule
12b-2, in relevant part, states:
.
. . Shell company: The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b)
of Regulation AB (§ 229.1101(b) of this chapter), that has:
(1)
No or nominal operations; and
(2)
Either:
(i)
No or nominal assets;
(ii)
Assets consisting solely of cash and cash equivalents; or
(iii)
Assets consisting of any amount of cash and cash equivalents and nominal other assets.
Note:
For purposes of this definition, the determination of
a registrant’s assets (including cash and cash equivalents) is based solely on the amount of assets that would be reflected on
the registrant’s balance sheet prepared in accordance with generally accepted accounting principles on the date of that determination.
In
adopting the definition of a shell company in SEC Release No. 33-8587, the Commission stated that it intentionally did not define the
term “nominal” and it did not set a quantitative threshold of what constitutes a shell company.
In
Release No. 33-8587, the Commission states:
We
are not defining the term “nominal,” as we believe that this term embodies the principle that we seek to apply and is not
inappropriately vague or ambiguous. We have considered the comment that a quantitative threshold would improve the definition of a shell
company; however, we believe that quantitative thresholds would, in this context, present a serious potential problem, as they would
be more easily circumvented. We believe further specification of the meaning of “nominal” in the definition of a “shell
company” is unnecessary and would make circumventing the intent of our regulations and the fraudulent misuse of shell companies
easier.
As
such, under Rule 12b-2, the threshold for what is considered “nominal” is, to a large degree, subjective and based upon facts
and circumstances of each individual case.
Furthermore,
Commission Release No. 33-10842, released by the Commission on September 16, 2020, confirmed the position of the Commission in Release
No. 33-8587, stating,
…[C]onsistent
with Commission guidance regarding the definition of “shell company”… the Commission believes that it is appropriate
in the context of this Rule to reiterate that startup companies, or companies that have a limited operating history … are not
intended to be captured by the definition of “shell company”… A startup company that has limited operating history
would not meet the condition of having “no or nominal operations” in paragraph (e)(9)(i) of the amended Rule’s definition
of shell company. This is consistent with the Commission’s recognition that providing avenues for liquidity encourages investment
in companies, to promote opportunities for liquidity in the securities of such start-up companies.
Emphasis
added.
The
Company was incorporated on December 31, 2013, under the laws of the State of Delaware, and the Company’s principle administrative
offices are
located at No. 104-2F, Section 1, Yanping North Road, Datong District, Taipei 10341, Taiwan.
The
Company has a business plan based
on exploration of acquiring, developing and launching a cloud-based APP that utilizes a predictive algorithm to foster closely
knitted communities made up of individuals, families and businesses from a diverse background. In its Quarterly Report on Form 10-Q
for the fiscal quarter ended November 30, 2022, filed with the Securities and Exchange Commission on January 13, 2023, the Company
reported total assets of $11,850. Therefore, the Company is not a “shell company,” as defined in Rule 12b-2 under the
Exchange Act.