Time has run out on Mega's bid for a backdoor listing on the New Zealand sharemarket.
TRS Investments has advised the market that the online-storage and encryption business founded by Kim Dotcom will not be able to meet the conditions for listing by the 29 May deadline.
Mega was launched in January 2013, with a plan to take over almost all of TRS shares and change its name to Mega.
The plan was conditional on getting the approval of TRS's shareholders, on or before 29 May.
But TRS chair Keith Jackson said the Mega shareholders have advised him that they won't be ready to put the proposal to the shareholders, and have not asked for an extension to the deadline.
He said the board is now working out what to do next and what obligations it may have to Mega, as part of the termination process.
"TRS may be required to issue new shares in TRS to Mega in consideration for the payment by Mega of the transaction costs incurred by TRS to date. The TRS Board is currently assessing its obligations to Mega in this regard, and the number of shares to be issued to Mega," he said.
Mr Jackson said the board will advise the market as soon as it had assessed its position.
"The board of TRS are very disappointed with this development, and will be looking at other investment opportunities for TRS as a matter of urgency."