Iconomy Supports G-MES Holdings in U.S. Capital Markets Exercise
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Iconomy Corporate Consultancy marks an important milestone in the development of its corporate finance and advisory capabilities following its participation in the U.S. capital markets exercise undertaken by G-MES Holdings Inc.
On 18 July 2018, the registration statement of G-MES Holdings Inc. under the U.S. Securities Act of 1933 was declared effective by the United States Securities and Exchange Commission (“SEC”). The milestone followed the company’s initial Form S-1 registration statement filed in July 2017 and the subsequent regulatory and professional work undertaken in connection with the exercise.
SEC Notice of Effectiveness dated 18 July 2018
Iconomy’s Role in the Transaction
Iconomy Corporate Consultancy served as the accountant and corporate secretary to the Singapore operations of G-MES and supported the financial, corporate and governance workstreams associated with the U.S. capital markets exercise.
Our Founder and Managing Director, Ms Clarie Chan, participated in the transaction as financial consultant. Her work brought together multiple areas of Iconomy’s professional expertise, including financial reporting and consolidation, audit coordination, valuation, corporate restructuring, tax planning and corporate governance.
Ms Chan facilitated the coordination of the financial workstreams among the company and the professional parties involved in the U.S. exercise. This included work relating to the consolidation and financial reporting requirements across IFRS and U.S. GAAP, valuation, and coordination with the PCAOB-registered auditor.
The engagement reflected Iconomy’s multidisciplinary approach to corporate advisory: addressing not merely the accounting requirements of a transaction, but also the corporate structure, taxation, governance and financial considerations surrounding the business as a whole.
Experience Drawn from the U.S. Capital Markets
The G-MES engagement also drew upon Ms Chan’s earlier experience in investment banking and U.S. capital markets transactions in Hong Kong.
During her previous tenure with Greenpro, Ms Chan had participated in Greenpro Capital Corp.’s U.S. capital markets activities as well as other OTCQB transactions. Through that work, she accumulated practical experience in cross-border financial reporting, audit coordination, transaction structuring and the professional processes surrounding access to the U.S. capital markets.
Greenpro Capital Corp. had traded on the OTCQB Marketplace under the symbol GRNQ before progressing to the NASDAQ Capital Market, where its shares commenced trading under the same symbol in June 2018.
Ms Chan subsequently applied that accumulated experience for the benefit of G-MES, adapting experience gained from earlier U.S. capital markets transactions to the circumstances and requirements of a Singapore-based enterprise pursuing its own international capital markets strategy.
For Iconomy, the engagement represented an opportunity to bring together accounting, corporate finance, valuation, corporate restructuring, taxation and governance expertise within a single transaction.
A Multidisciplinary Transaction
The G-MES exercise involved a broader team of professional advisers performing distinct roles.
Corptown Capital Private Limited acted as issue manager for the transaction. At the material time, Corptown Capital was led by its Founding Chief Executive Officer, Mr Boo Kok Chuon.
Preparatory work had commenced considerably earlier. In 2016, G-MES conducted investment roadshows in Singapore in connection with its proposed entry into the U.S. OTC capital markets, with CorpTown Capital advising and preparing the roadshow programme.
The respective mandates brought different professional disciplines into the same exercise. While CorpTown Capital undertook the issue-management function, Iconomy’s participation arose from its separate role as accountant and corporate secretary and from the financial, restructuring, taxation and governance expertise contributed through Ms Chan.
G-MES subsequently filed its Form S-1 registration statement with the SEC in July 2017. Following the filing and amendment process, the registration statement under SEC File No. 333-219211 was declared effective on 18 July 2018.
The prospectus subsequently filed with the SEC contemplated an offering of 8,000,000 shares of common stock at US$0.25 per share, together with shares offered by existing selling security holders. At that stage, the prospectus stated that no public trading market yet existed for the company’s common stock and contemplated a subsequent application by a market maker for quotation.
G-MES Holdings prospectus filed under Rule 424(b)(3)
Building Iconomy’s Corporate Finance Capabilities
The G-MES engagement represented an early milestone in the continuing development of Iconomy’s multidisciplinary corporate advisory capabilities.
A transaction of this nature extended beyond maintaining corporate records or satisfying routine statutory requirements. It called upon expertise spanning accounting, financial reporting, audit coordination, valuation, corporate restructuring, tax planning and corporate governance, while requiring coordination among professionals operating across different jurisdictions and regulatory environments.
The experience reinforced an approach that would continue to shape Iconomy’s development: that significant business decisions rarely belong neatly within a single professional discipline.
Accounting affects taxation. Corporate restructuring affects financial reporting. Valuation affects transaction strategy. Governance affects how the resulting structure operates. Each discipline forms part of a larger commercial picture.
For Iconomy, the G-MES engagement therefore represented more than participation in a single capital markets exercise. It demonstrated the value of bringing multiple professional disciplines together around the needs of the enterprise and its owners, an approach that would continue to inform the development of Iconomy’s corporate advisory practice.
Contemporary record: The SEC records below provide the public regulatory record of the 2018 milestone.
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