PlayUp Limited signed a heads of agreement to acquire Mission NewEnergy Limited (OTCPK:MNEL.F) in a reverse merger transaction on April 9, 2018. Consideration will be paid by way of issuance of ASX and US Securities and Exchange Commission registered shares of Mission NewEnergy. Existing shareholders of Mission shall retain 5% of the merged company on a fully diluted basis. Parties singed a revised agreement and as per the agreement, existing shareholders of Mission shall be issued with such shares in the merged company as equal to 4% of the fully diluted share capital. As of December 7, 2018, PlayUp successfully raised more than $8 million and the pathway to proceed with the transaction is now secured. As of January 10, 2019, Mission NewEnergy announces today that PlayUp has not paid Mission NewEnergy amounts owed under the terms of the agreement as announced on October 3, 2018. As a result of this non-payment, Mission NewEnergy has briefed its lawyers to recover the debt by all means necessary and review the status of the contract in light of PlayUp’s default. In certain events that the conditions precedents are not met by PlayUp, it may be liable to pay a $0.25 million break fee. Mission NewEnergy will undertake a capital raising of approximately $40 million by way of an issue of ordinary shares. The transaction is subject to the approval by shareholders of Mission NewEnergy, approvals from Australia Stock Exchange and NASDAQ, other regulatory approvals and completion of initial coin offering of over $25 million by PlayUp Limited within July 30, 2018. As of August 1, 2018, Mission NewEnergy and PlayUp Limited have agreed to extend the completion date of initial coin offering to August 30, 2018. Mission NewEnergy is required to re-comply with the NASDAQ requirements for admission and quotation and therefore the transaction may not proceed if those requirements are not met. It is expected that the transaction will be completed by December 31, 2018. Investorlink Group and Chardan Capital Markets LLC acted as financial advisor to PlayUp. PlayUp Limited cancelled the acquisition of Mission NewEnergy Limited (OTCPK:MNEL.F) in a reverse merger transaction on January 23, 2019. Mission NewEnergy represented to PlayUp Ltd that it had a fully compliant ASX listing, however during due diligence PlayUp Ltd discovered that Mission NewEnergy is suspended from trading pursuant to Listing Rule 17.6 for non-payment of annual listing fees. PlayUp also discovered that Mission NewEnergy was not contrary to its representation capable of trading on the NASDAQ. There were other material misrepresentations made by Mission NewEnergy during the due diligence process, all this led to termination of the transaction.