My City Builders (MYCB) Stock Price, News & Analysis

My City Builders, Inc. (MYCB) is a Nevada corporation with its principal executive offices in Miami, Florida. According to its public filings with the U.S. Securities and Exchange Commission (SEC), the company has transitioned from shell company status and is pursuing real estate development activities.

The company reports that it is no longer a “shell company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934. This change in status followed the completion of an asset purchase transaction involving land in Alabama, which the company describes as a key operating asset.

Business focus and core asset

Based on its SEC disclosures, My City Builders, Inc. entered into an Asset Purchase Agreement with RAC Gadsden, LLC. Under this agreement, the company acquired approximately 4 acres of land in Glencoe, Alabama (referred to in the filing as the “Property”). In exchange, the company issued a secured promissory note to RAC Gadsden, LLC.

The promissory note has a stated principal amount, a three-year term, and a fixed annual interest rate, with principal and interest due at the end of the term. The note is secured and is tied to the Property and related agreements described in the company’s Form 8-K filing.

Planned development activity

In its SEC filing, My City Builders, Inc. states that it intends to construct up to 25 multi-family units on the Property in three phases. The first phase is described as an 8-unit multi-family duplex development. The filing also notes that the timing of construction is an important condition under the terms of the note and related agreements.

The company’s disclosure explains that if construction of the duplex development on the Property does not begin within one year of the closing date of the Asset Purchase Agreement, this would constitute an event of default under the note. In that situation, the company indicates that either the full principal and accrued interest could become immediately due and payable, or ownership of the Property could be required to be returned to RAC Gadsden, LLC.

Corporate structure and related parties

The Asset Purchase Agreement filing describes RAC Gadsden, LLC as a wholly owned subsidiary of RAC Real Estate Acquisition, Corp. (“RAC”). RAC is in turn wholly owned by RAC Merger LLC, which the filing states owns a majority of the issued and outstanding shares of My City Builders, Inc. The Form 8-K identifies these entities as affiliated with the company’s officers and directors.

Because of these relationships, the Asset Purchase Agreement and related note are characterized in the filing as involving affiliates of My City Builders, Inc. The company’s Form 8-K includes an exhibit index referencing the Asset Purchase Agreement, the secured promissory note, and a security agreement connected to this transaction.

Capital raising activity

In a separate Form 8-K, My City Builders, Inc. reports an unregistered sale of equity securities. The company states that it issued shares of its common stock in a private placement to two accredited investors. The filing specifies the number of shares issued, the price per share, the total gross proceeds, and notes that the company received the full purchase price for the shares.

The company reports that this issuance was conducted without registration under the Securities Act of 1933, in reliance on the exemption provided by Section 4(a)(2) and Rule 506(b) of Regulation D. The investors represented that they were accredited investors and were acquiring the securities for investment. The filing also notes that the shares are considered “restricted securities” under Rule 144, are subject to resale limitations, and that no underwriting discounts or commissions were paid.

Regulatory reporting and status

My City Builders, Inc. files periodic and current reports with the SEC under its Commission File Number cited in its Form 8-Ks. These filings provide details about its corporate jurisdiction (Nevada), its principal executive office location in Miami, Florida, its asset acquisition in Alabama, and its equity financing transaction.

The company’s disclosure that it is no longer a shell company indicates that it has acquired assets and has articulated a business plan involving real estate development on the Property in Glencoe, Alabama. Investors and researchers can review the referenced exhibits to the Form 8-Ks for additional contractual details.

Risk considerations mentioned in filings

The company’s own description of the Asset Purchase Agreement highlights conditions that could affect its ownership of the Property, including the requirement to commence construction within a specified period. The potential for an event of default under the note, and the possibility of accelerated payment obligations or return of the Property, are specifically mentioned in the filing as outcomes if those conditions are not met.

Because the company has described itself as having been a shell company prior to this transaction, its current operations and asset base appear closely tied to the Property and the related development plans discussed in the Form 8-K. Readers should consult the full SEC filings for a complete statement of risks and contractual terms as described by the company.

Summary

According to its SEC reports, My City Builders, Inc. is a Nevada corporation with principal offices in Miami, Florida that has moved out of shell company status by acquiring land in Glencoe, Alabama and outlining plans for multi-family residential development on that Property. The company has also raised capital through an unregistered sale of common stock to accredited investors under Regulation D exemptions.

All of the information above is drawn from the company’s publicly available Form 8-K filings, which describe its corporate status, asset acquisition, financing arrangements, and intended use of the acquired Property.