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Ridgefield Acquisition Corp. approved a complex stock restructuring that took effect on January 15, 2026. The company first executed a 1-for-10,000 reverse stock split, combining every 10,000 common shares into one share. Holders with fewer than 10,000 shares before this step were cashed out at $0.02 per pre-split share, based on a fair market value set by the board.
Immediately afterward, Ridgefield implemented a 10,000-for-1 forward stock split, turning each remaining post‑reverse share back into 10,000 shares. As a result, investors who owned at least 10,000 shares before the reverse split ended up with the same share count they previously held, while very small shareholders were eliminated in exchange for cash.
Ridgefield Acquisition Corp. is executing a 1-for-10,000 reverse stock split followed by a 10,000-for-1 forward split to cash out small shareholders and terminate SEC registration of its common stock. Holders with fewer than 10,000 shares before the reverse split will be cashed out at $0.02 per share, funded from company working capital, and will no longer be shareholders. Larger holders will end up with the same number of shares and ownership percentage after both splits but will own stock in a non-reporting company with reduced liquidity and public information.
The transaction was approved by the board and by written consent of holders of about 99.3% of the voting power, primarily CEO Steven N. Bronson. The company estimates about $1,800 of cash-out payments and approximately $40,000 in related expenses. Authorized common shares will increase from 30,000,000 to 70,000,000, giving the company more flexibility for future equity issuances that could dilute existing holders.
Ridgefield Acquisition Corp. (RDGA) filed its Q3 2025 10‑Q, reporting a net loss of $25,616 for the quarter and $72,083 year‑to‑date. The company has had no revenue and disclosed “substantial doubt” about its ability to continue as a going concern.
On September 15, 2025, the board and majority holders approved a reverse stock split to reduce record holders and enable deregistration under the Exchange Act, with completion expected in Q4 2025. Holders of fewer than 10,000 pre‑split shares would receive cash at fair market value.
Liquidity remains tight: cash $18,041, total liabilities $242,679, and a stockholders’ deficit of $(224,638) as of September 30, 2025. Related‑party note and interest payable totaled $230,998, including the Bronson Note (8% rate, up to $200,000) and the Qualstar Note (10% rate, up to $200,000). As of November 7, 2025, 27,860,773 common shares were issued and outstanding.
Ridgefield Acquisition Corp (RDGA) seeks shareholder approval for two consecutive charter amendments to effect a 1-for-10,000 reverse stock split followed immediately by a 10,000-for-1 forward split and to raise authorized capital. Under the reverse split, every 10,000 existing shares would be combined into one share and holders with fewer than 10,000 shares would receive a cash payment of $0.02 per share in lieu of fractional shares, the amount the board determined to be fair market value. Immediately after, each post-reverse share would be converted back into 10,000 shares, and authorized capital would be increased to 75,000,000 shares total, consisting of 70,000,000 common and 5,000,000 preferred.