As I said, it doesn't matter. It can be argued that 351 applies or does not apply. The first s/h has no income. The new s/h has no income. The corp. has no income.
Unless, of course, you sneak some new facts in on us. Such as the first guy takes some cash out right after the second guy puts cash in. Or the second guy's investment is in property other than money. Or the second guy is a relative and the FMV of 50% is way less than 120k. Or whatever.
If you want to jack up the fees in the guise of extremely cautious compliance, tell them you need to help them follow reg. 1.351-3.
https://www.law.cornell.edu/cfr/text/26/1.351-3