Extract to table

There must be only one transferor corporation — here, Cayman Islands Pinnacle is the sole transferor

There must be only one transferee corporation — here, domesticated Delaware Pinnacle (SFH) is the sole transferee

The shareholders of the transferor corporation must be the same shareholders of the transferee corporation, holding the same proportionate interests

The transaction must represent nothing more than a change in the legal form, jurisdiction of organization, or identity of the corporation

367(b)-3(b)(1)) of the foreign corporation (Pinnacle) that transfers its assets to a domestic corporation (SFH) in connection with a Section 368(a)(1)(F) reorganization must include in income as a deemed dividend the "all earnings and profits amount" (as defined in Treasury Regulation § 1

holder must recognize gain (but not loss) on the deemed exchange of PGAC shares for SFH shares in the Domestication