Lumiradx update part 2

This is just to show the stuck shorts the legal process, since they are unable to research Cayman Law. Just do not like the tone they use with you guys... and the constant insults to shareholders looking for a path to their recovery.

Here is the definitive legal roadmap for a potential reorganization between the original LumiraDx shareholders and ElectraDx.

To execute a reverse merger, the defunct parent company, LumiraDx Limited (Cayman Islands), must first be resurrected through the Grand Court of the Cayman Islands via Section 159 of the Companies Act (2025 Revision).

This Phase 1: Restoration requires an originating application and a supporting affidavit proving it is "just" to restore the entity (such as to facilitate a merger), along with "No Objection" letters from the Registrar and the payment of all outstanding annual fees. Once restored, the company is legally "deemed to have continued in existence," but as a Clean Shell, because the prior substantial operational debt was legally barred and extinguished during the court-sanctioned liquidation process under Rule 14.30 of the UK Insolvency Rules 2016 and Cayman Winding Up Rule 18.

Following restoration, the process moves to Phase 2: Statutory Merger, governed by Section 233 of the Cayman Islands Companies Act. This requires a formal Plan of Merger approved by the boards of both the restored LumiraDx shell and ElectraDx, followed by a Special Resolution (two-thirds majority) from the shareholders of both entities. Because ElectraDx is a UK entity, the merger would follow Section 233(7) regarding "foreign constituent companies."

The filing must include a Director’s Declaration of Solvency, affirming the merger is bona fide and not intended to defraud creditors. Crucially, because the original unsecured creditors missed the 2025 bar date and the company was dissolved, they no longer hold legal standing as "creditors," allowing the merger to proceed without "re-awakening" the old debt.

Finally, Phase 3: Transfer of Shares involves cancelling the common and founder shares (including Ron Zwanziger’s) in the restored shell in exchange for new equity in the surviving entity, ElectraDx, effectively allowing the original equity story to continue within a clean corporate structure protected by the Insolvency Act 1986.

Again, as always

NOT FINANCIAL ADVICE

SPECULATIVE INFORMATION

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