Hometown Deli, Paulsboro, N.J.
Mike Calia | CNBC
E-Waste, a shell company linked to a nearly $100 million company that owns just one New Jersey deli, announced Tuesday it will enter into a reverse merger with a privately held electric vehicle corporation called EZRAider Global Inc.
E-Waste, which itself has a sky-high market capitalization of $110 million despite having no business operations, had been marketed along with deli company Hometown International for such a reverse merger or similar transaction.
“This demonstrates that there is a credible process in place for [E-Waste] to complete a merger with an appropriate private company,” said a person with knowledge of the situation who declined to be named. “The merger will be an efficient and robust manner for EZRAider to access the U.S. capital markets.”
E-Waste’s mailing address is in a North Carolina office building and is the same address as a company connected to Peter Coker Sr., whose son, Peter Coker Jr., is chairman and CEO of Hometown International. The deli owner until recently held a $150,000 promissory note from E-Waste.
EZRAider described itself in an April news release as a proprietary electric vehicle platform that comes in 2-, 4- and 6-wheel-drive options “when combined with the Ecart trailer.”
“It was originally developed in Israel for military troop mobility in the field and has since become available to governments and consumer markets in numerous countries, including the US,” EZRaider said in its release at the time.
“When paired with accessories, EZRaider vehicles are competitive for a wide variety of uses including urban commuting & errands, agriculture, off-road work and adventure, search and rescue, fire, security, military, enhanced mobility for disabled persons, golf, tourism, hunting, fishing, camping, facilities maintenance, micro-deliveries and more.”
In March, EZRaider Global Inc. said it had obtained a $50 million investment commitment from Luxembourg-based Global Emerging Markets Group to take the company public.
A Securities and Exchange Commission filing by E-Waste on Tuesday noted GEM’s involvement in the reverse merger.
CNBC in April detailed the fact that E-Waste before fall 2020 was registered at the Manhattan office of GEM Group. That article also noted that as of early 2020 four of the five biggest shareholders of E-Waste were, in order of size of shares held: the Valletta, Malta-based GEM Global Yield Fund LLC SCS, and three individuals whose address was that of something called GEM Advisors, located on Madison Avenue in New York.
At the time, E-Waste’s president, treasurer and secretary was a man named Peter de Svastich, who is a managing director at the GEM Group.
GEM, which had been E-Waste’s controlling shareholder, sold 6 million restricted shares of the company’s stock last year for $30,000 to Global Equity Limited — a Macau, China-based entity.
Global Equity Limited is also the biggest single shareholder of record in Hometown International, the deli company.
E-Waste’s filing Tuesday with the SEC detailed the series of transactions that will underlay its reverse merger with EZRaider.
The company said another company, the privately held EZ Global, will acquire a limited liability company called EZ Raider LLC, which will include the rights to acquire a fourth company, based in Israel, called DS Raider Ltd.
“EZ Global will enter into a reverse merger with E-Waste and a newly-formed acquisition subsidiary of E-Waste,” the SEC filing said.
“All the outstanding shares of capital stock of EZ Global will be transferred to E-Waste in exchange for shares of E-Waste Common Stock.”
The filing said that after the reverse merger, E-Waste will conduct a private placement offering of its securities on the terms described below to complete the acquisition of DS Israel by EZ Global.
The transaction is expected to be completed on or before June 30.
“Following the completion of all necessary business and legal due diligence after the execution of this Term Sheet, EZ Global will offer and sell a minimum of … $2,000,000.00 … and a maximum of …$3,000,000 … principal amount of EZ Global’s senior secured convertible notes,” the filing said. It added that those “will be sold to a limited number of sophisticated investors and/or non-US persons.”
According to the filing, “GEM Global Yield Fund LLC SCS or its affiliate, agent, or assign (‘GEM’) has entered into a purchase agreement with EZ Global to purchase up to $50,000,000 of EZ Global’s issued and outstanding shares of registered and freely tradeable common stock issued pursuant to the Securities Act for a period of thirty-six months.”
Both E-Waste and Hometown International, whose stock trades on the over-the-counter Pink market, disavowed weeks ago their preposterously high market capitalizations in SEC filings, which noted that their share price did not reflect the value of their businesses.
Hometown International in mid-April drew widespread attention when hedge fund manager David Einhorn, in a client letter, noted that it recently had a more than $100 million market capitalization despite owning only the small deli in Paulsboro, New Jersey.
Since then, CNBC has detailed how the tangled history of arrests, lawsuits and regulatory sanctions involving a number of people connected to Hometown and E-Waste, among them Coker Sr., his business partner, a lawyer involved in the creation of the deli company, and others.
E-Waste’s former president, John Rollo, last month resigned from that post, which he had assumed after a career that included winning Grammy Awards as a music sound engineer and working as a patient transporter at a New Jersey hospital.
Rollo was replaced by 31-year-old Elliot Mermel, a California resident whose business background includes founding a company that raised crickets as human food and a partnership in a cannabis-related business with Paul Pierce, the former Boston Celtics superstar basketball player.
Shortly after Rollo quit, Hometown International’s shareholder fired the deli company CEO, Paul Morina, who is the principal and head wrestling coach at Paulsboro High School, and replaced him with Coker Jr.
A person familiar with the situation confirmed to CNBC that the moves to replace the executives were part of ongoing housecleaning effort at both companies. The person insisted on anonymity in order to speak freely about the circumstances of the moves.