Extract to table

The analysis is prepared for the engagement team in advance of the comprehensive Tax Structure Memorandum due August 8, 2025, and is intended to identify key legal issues, risk factors, and diligence items that must be addressed prior to closing

Under Section 1202(c), stock qualifies as QSBS if it satisfies three independent requirements: (1) The stock must be stock in a domestic C-corporation that is a "qualified small business" (as defined in Section 1202(d)) at the time of issuance

(3) At the time of issuance, the corporation must meet the active business requirements of Section 1202(e)

Section 1202(e)(1) requires that during substantially all of the taxpayer's holding period for the stock, at least 80% (by value) of the assets of the corporation must be used in the active conduct of one or more "qualified trades or businesses

With respect to the Series C shares, the gross asset test must be independently satisfied at the time of the Series C issuance

For the Series C shares, the specific acquisition date must be verified