Aaron Tsai (蔡逸群), Founder and Chief Capitalist at MAS Capital (名资) and MAS Capital Universal Exchange (MASEx) (名交所), is experienced in investment banking and entrepreneurial ventures. While he is known for pioneering some innovative platforms for investing in securities, his success in the financial sector started decades ago. In fact, he became the “King of Shells”, after he was featured in a Wall Street Journal article in 1999.
In 1999 there were 400+ public shell companies on Wall Street, Aaron controlled 101 public shell companies, nearly a quarter of the market resources. He mastered the art and science of reverse merger by creating public shell companies, used to take private companies public, as an alternative to an IPO, long before the investment bank-sponsored SPAC (Special Purpose Acquisition Company) came into the main-stream. SPAC is the upgraded version of a public shell company, listed on NYSE or Nasdaq.
But what exactly is a reverse merger, and what role did Aaron Tsai play to be called the “King of Shells”?
What is a Reverse Merger?
A reverse merger or a reverse takeover is the acquisition of a public company by a private company so that the latter can bypass the lengthy and complex process of going public via an IPO. Basically, the shareholders of the private company purchase control shares of the public shell company and then merge it with their existing company. The publicly traded corporation is called a “shell” since all that exists of the original company is only its organizational structure.
Aaron’s strategy of creating shell companies made him successful in reverse mergers. His first success was the completion of a US$10.5 million IPO for BioDelivery Sciences (Nasdaq: BDSI), which merged with MAS Acquisition XXIII Corp., one of the 101 public shell companies that he created.
Aaron Tsai’s journey to becoming the King of Shells
One of the companies Aaron Tsai first merged was Sloan Electronics, Inc. with MAS Acquisition I Corp.(“Sloan”) wherein he retained 819,917 shares of its common stock or 8.97% of the merged company. Sloan was cleared for trading on the OTCBB (over-the-counter bulletin board) market without going through the long and difficult process of an IPO. Aaron benefited from all these mergers by helping these private companies get listed on the public markets.
Most companies find it hard to get publicly listed because of the regulatory requirements and processes of an IPO, which requires the filing of a registration statement with the SEC. With Aaron’s public shell companies, the companies no longer needed to go through such long and tedious work. Aaron advised these companies to go public and take the necessary steps to raise capital.
These profound insights into securities and markets encouraged Aaron Tsai to found MAS Capital Group Inc. (名资国际), as a financial advisory business, managed by a team of financial professionals in Asia. MAS Capital Group specializes in assisting China-based companies in going public on the US stock exchanges and OTC markets.
Spearheading the STO industry
Being an early recognizer of trends and capitalizing on them, today the financial sector uses spokes of the wheel, envisioned by Aaron Tsai. Today he is advising companies to raise capital through STOs (Security Token Offerings) from large tokenized REITS to corporate equities of (SMEs) small to medium-sized enterprises, throughout Asia from Hong Kong to Dubai.
Aaron has advised over 30 companies worldwide, in going public in the U.S. stock markets via IPO and reverse merger transactions, enabled these companies to raise large amounts of capital and created billions in market capitalization.
Now, Aaron is spear-heading the STO industry by rolling out the 2.0 version of MASEx, a decentralized universal exchange, not only to trade all asset categories on one platform with enhanced transparency but also to transform the financial markets with global integration, to empower the half of the world’s unbanked population. In the not too distant future, a Chinese investor in HK, as well as an unbanked person in Ethiopia with a smartphone can open an account on MASEx to buy US$5 of Dubai REITS tokens, as envisioned by Aaron.
The Founder and Chief Capitalist at MAS Capital (名资) and MASFi (名资链) and HashBrownSwap(薯饼交易所）, Aaron Tsai (蔡逸群), is well versed in entrepreneurial ventures and experiences. He is known to be a visionary and a pioneer in the financial industry in the mid-1990s and once again in the security token industry and related technical platforms today. In fact, he is so much more than this; it’s perhaps more interesting to learn about his journey — even failures and challenges — when he first started in the technology scene in the early 1990s.
The best way to learn is always through experience. This can be applied in all aspects of life and especially in the world of entrepreneurship. A true entrepreneur knows the value of experience— even failures can contribute to substantial successes in the future. Anything can be a stepping stone, and each block, each hurdle, can lead to increased skills, expanded capabilities, and better decision-making process.
Learnings from the dot-com boom and bust
From 1988 to 1990, Aaron attended the NYU Leonard N. Stern School of Business. It was during the dot-com boom when he entered the tech scene by launching two companies in Silicon Valley: American Multimedia, Inc., and Multi Access Systems, Inc. or “MAS”. He also acquired a notebook computer company ACOM, through a reverse-merger via Aimex International Corp., a public shell company.
ACOM went bankrupt during an IPO attempt, and as with many dot-com companies, American Multimedia and MAS were also unsuccessful.
Armed with experiences in innovation and acquisition through a shell company, Aaron continued his next set of ventures, particularly as a successful Wall Street investment banker. He launched MAS Capital Inc. as a holding company, which operated MAS Capital Securities, Inc., a SEC
–registered security broker-dealer.
As reported by the Wall Street Journal Article on October 29, 1999, Aaron “is at the leading edge of a resurgence in “blank check.” or shell companies…”. Aaron had mastered the art and science of establishing public shell companies to taking private companies public through this structure — 101 public shell companies in total, controlling nearly a quarter of the 400+ shell companies on Wall Street, earning him the moniker “King of Shells”.
These profound experiences in securities encouraged Aaron Tsai to found MAS Capital Group, Inc. as a financial advisory business, managed by a team of financial professionals in Asia.
2017 and 2018 have been a critical point for entire industries, as digital token offerings were bringing value to businesses crowdfunding for their capital. Despite billions of dollars being invested into Initial Coin Offerings (ICOs), there was a lack of proper due diligence from investors on these ICO projects for raising funds.
After the dotcom bubble burst, Aaron’s first Nasdaq IPO became successful. This is when the Nasdaq Composite Index crashed from a high of 5408 to a low of 1400. In June 2002 he completed a US$10.5 million IPO for BioDelivery Sciences (Nasdaq: BDSI), which merged with MAS Acquisition XXIII Corp., a public shell company that Aaron created. He was able to do this by securing an IPO underwriter and participating in IPO roadshows, while the company was pre-revenue with only patent rights to a new drug delivery technology.
He saw further innovation is necessary in the financial industry, and it was in August 2018 when Aaron formed MASEx (名交所), a global universal exchange for secondary trading of Security Token Offerings (STOs), with a registered representative office in Taipei.
The main challenge of STOs is regulatory compliance and checks of the governments, which are also subject to due diligence by investment banks and investors. This assures investors and regulators of the quality of the equity or asset backed securities offered by the companies.
At a keynote speech at the Security Token Summit in Los Angeles in April 2019, Aaron called for an urgent decentralization and regulation of STOs:
“We are going through a seismic shift that extends across the entire financial industry. This will disrupt the existing oligopoly of financial institutions in banking, securities and fund management sectors. Regulators must rise to the occasion.”
Aaron Tsai highlights how this new STO, tokenization of all asset categories and global trading solutions would bring about a geographic shift in financial power:
“As we enter a new decade, do not be surprised to see the largest STO exchange in the world based in Asia or China.”
Since November 2019, MASEx has gone live and Aaron Tsai aims to grow the financial market and STO ecosystems by engaging emerging economies through MASEx’s AI-driven decentralized financial platform — thus enabling more participation from the underbanked populations. To further its aim to innovate the securities market, MASEx recently acquired a blockchain technology team in Taipei to lead and empower a next generation decentralized exchange with instantaneous digital asset transfers, including assets such as Bitcoin (BTC), Ethereum (ETH) and Tether (USDT).
Note: Below is the uncropped version of the newspaper screenshots above