$NewGenIvf(NIVF.US)As of early March 2025, EWIHL still failed to provide audited financial statements for 2023 and 2024, and key due diligence documents were also not delivered. Due to these delays, the two parties have not been able to sign the final merger agreement so far. NIVF has stated that if the other party still fails to submit the audited financial statements by March 31, it will exercise its right to terminate the transaction. This situation is similar to some fraudulent reverse merger cases in the past—where the merger target claimed to have high-quality assets but failed to provide audited financial data at critical moments, delaying the transaction until it collapsed. For example, reverse merger companies like HELI Electronics and CHJI Mining were questioned by regulators and suspended from trading due to questionable financial data and auditor resignations. EWIHL's failure to provide financial reports in a timely manner raises concerns about its financial transparency and compliance, reminiscent of the "exposure death" plots of fraudulent companies in history.

In addition, NIVF's own situation also reflects abnormal signs in the transaction: the company fell into performance difficulties shortly after going public, and its market value has long been below Nasdaq's requirements. In May and November 2024, NIVF successively received Nasdaq's warnings for insufficient market value and formal delisting notices, as the company's market value and public float remained below the minimum standards for an extended period. To address this, NIVF hastily took "self-rescue" measures at the end of 2024, including signing a convertible bond financing agreement with ATW Partners (raising up to $29.48 million) and a $100 million (expandable to $500 million under certain conditions) equity financing commitment with White Lion Capital. Shortly afterward, NIVF announced a major merger plan with EWIHL, claiming that the transaction would meet the requirements to maintain its listing status. The timing of these operations has raised market doubts: Is it too coincidental for a company facing a delisting crisis to suddenly find a merger partner valued at hundreds of millions of dollars? Historically, many companies on the verge of delisting have announced "restructuring" news to boost their stock prices, only for it to be revealed later that it was merely a ploy to inflate the stock price without any real substance. This "announce big news first, fail to deliver later" tactic is a common method used in many scams.

These anomalies share similarities with known reverse merger scams in terms of motives and manifestations: struggling companies hastily pushing major positive news, self-valuation far exceeding market recognition, opaque information about the counterparty, and abnormal, repeated processes, etc.

Considering the above signs, it can be concluded that this transaction carries significant fraud risks.