Ask yourself if you really want to depend on the IRS’s good graces and discretion to reinstate your S-status.
As a general rule, when one corporation sells or otherwise transfers all of its assets to another corporation, the purchasing corporation is not liable for the debts and liabilities of the selling company unless the debts are specifically assumed by the purchaser.
A corporation that has issued only one class of stock may conduct its business or enter into agreements that treat certain shareholders or creditors in a manner that causes the company’s actions/agreements to be considered a second class of stock.