PIPE
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Any deal can die at the 11th hour, i'm not going to sit here and say there isn't a chance we get nothing on Monday. I was 90% confident earlier this week, I'm now around 75%. If there isn't a PIPE by 5.30 pm EST on Monday the risk goes up exponentially. That said, I'm going to hold this through to the end. The SONM shell is too valuable, and Chardan have completed over 700 of these transactions. If Qumulus pussy out at the 11th hour there will be a long list of companies ready to go who will want the shell, but the stock may suffer for a while until that happens. It's no one's interests at this point to walk away from the deal. Qumulus will need another year to find a public vehicle and won't be able to execute their 23k GPU roadmap and will be a laughing stock at GTC if they don't have the cash to support their business plan. Chardan are getting paid in Qumulus shares which will be worth nothing if Qumulus walk away. And SONM will become a shell and will become regulatory purgatory. Everyone loses. But stranger things have happened
What is the chance that there's still no PIPE news on Monday? What happens then?
“Proposed PIPE” but also no minimum cash
I completely understand your caution, but this is a fundamentally different case and I believe the market is 100% pricing this wrong. Presidio's secret sauce isn't just buying old wells, it is their proprietary software and how they radically optimize production. They completely changed the operating model. For example, pumpers no longer waste time visiting every single well every day. Instead, they use AI-generated smart routes to hit only the top 20 highest-priority wells or respond to automated alerts. They also flattened the traditional vertical management structure by eliminating middle-man field supervisors, which allowed them to cut their pumper headcount by an insane 70%. On the hardware side, they retrofitted existing equipment to drastically reduce fuel and power consumption, and they optimized their chemical treatments so they use significantly less volume. When you put all this together, it transforms a low-margin legacy well into an absolute cash cow. Honestly, considering BP is already a massive PIPE investor here, my endgame thesis is that BP will eventually just buy them out entirely off the public market to get their hands on this exact optimization tech for their own legacy assets.
I'm genuinely surprised how quiet it is around tomorrow's FTW merger vote. To me, this is easily the best de-SPAC play of 2026. The setup is incredibly clean because there’s zero drilling execution risk - they just acquire and optimize existing cash-flowing wells. Their capex is a microscopic 3%, and since their production is heavily hedged, their margins are largely insulated from oil price volatility. Operationally, they’ve managed to drive their decline rate down to just 8% compared to a 24% peer average, and they finance the operation using cheap 7% ABS debt collateralized by the wells, which beats standard E&P financing. The institutional backing is what really sets this apart. The $150M+ PIPE is locked in, with $85M from BP, $25M from Morgan Stanley, and $40M directly from management. Goldman Sachs is also stepping in with a $1 billion credit line to fund their acquisition pipeline. Add in the non-redemption agreements already secured with funds like Fort Baker, and tomorrow's vote looks like a done deal. The real kicker is the dividend. They are launching with a $1.35 payout - with talk of already bumping it to $1.50, meaning you get a 13.5% to 15% yield from day one, with a clear runway to scale it up to $2.77. That massive yield essentially creates a hard floor under the stock. If you look at peer multiples and the sheer amount of free cash flow they generate, fair value should easily be in the $25-30, range right now, not $10.
Watching NUCL / NUCLW since the ticker change yesterday. We got the usual post-deSPAC chop / profit-taking, but it’s holding up better than I expected. A few possible supports (not claiming any of these are confirmed — looking for smarter eyes): Capital backstop / PIPE: The deal included a $30M public-private investment intended to fund about ~2 years of ops, which could help confidence vs. “cashless explorer” vibes. Spring Valley sponsor halo: Curious how much the Spring Valley track record matters here (their earlier Spring Valley vehicle took NuScale ($SMR) public) - plus General Fusion ($SVAC DA). Could be some “team credibility” bid. Domestic uranium narrative: Reuters mentioned the CEO talking about restoring the U.S. uranium supply chain and potentially accelerating timelines. If policy tailwinds continue, that storyline might catch a buzz. Asset scale: They’re framing Aurora as one of the largest undeveloped U.S. uranium deposits (Oregon–Nevada border), so the “strategic asset” angle might be what’s keeping buyers engaged. Float dynamics: If redemptions/lockups made this a tight float, that alone can create weird strength/volatility. (Does anyone have a clean float number yet?) Genuinely trying to understand what’s actually holding this up right now: PIPE/cash runway, sponsor halo, sector rotation, float mechanics, or policy narrative. Thanks!
It's not going to switch over to DNAX at all. I've come to the conclusion that the hardware/software layer separation isn't happening, and they're going to roll the entire company into SONM. The new ticker will be QMLS. The direct listing was a bait and switch for Qumulus to prepare the super-8k for the SONM PIPE and have it effectively pre-approved by the SEC and weaponise their own approval against them. Chardan are geniuses and deserve their pay day.
Maybe this is why the DAs are taking so long. All trying to get PIPE.
Nothing in life is certain, and this is not financial advice, but I would put the chances of a PIPE between Qumulus AI and the legacy SONM vehicle at over 90% at this point. As I can see you are new to the trade the best thing you can do at this point to get a clear picture of the story is read this [substack write-up](https://thealphacompass.substack.com/p/the-ai-infrastructure-company-hiding).
How certain are we there will be a PIPE with DNAX?
The PIPE will be next week due to timings around DNA X audited financials, which are due 2nd March. They'll need to file a super-8k within 4 days of the PIPE and before 2nd March to avoid becoming a shell. This, combined with some reverse engineering of GPU deployment timelines and cash required via accessing the SONM shelf, as well as making the $600 million volume clawback option is not exercise by DNA Holdings, has led me to believe the deal must absolutely close next week. The ramp up in PRs is also noticeable. I've also re-evaluated my PT for 2026 to around $250 to $500, depending on whether or not the software layer is separated into a separate vehicle or not.
This stock is being absolutely hammered for no reason, it touches the $8.50 ish mark today which is where their PIPE offering was.. needs to be freed
I remember specifically the last time the bers got too rowdy in their orgy, spy absolutely laid PIPE the next day
[Churchill Capital Corp X Shareholders Approve Business Combination with Infleqtion](https://www.businesswire.com/news/home/20260212817392/en/Churchill-Capital-Corp-X-Shareholders-Approve-Business-Combination-with-Infleqtion) \- CCCX CCCXW -> INFQ INFQ.WS on February 17, 2026 "The strong support from Churchill X’s shareholders is expected to result in Infleqtion receiving over $550 million of gross proceeds (the “Churchill X Proceeds”), including nearly 100% of the cash held in Churchill X’s trust account prior to the redemption deadline and more than $125 million of incremental capital raised through a common stock PIPE at the transaction valuation from leading existing Infleqtion stockholders and new institutional investors."
Right! But I was referring to the Inflection Point team as a whole, rather than just one specific SPAC. They have a knack for finding unique, non-mainstream targets - like Merlin Labs (recently raised $200M+ in PIPE), US Rare Earth ($75M+ PIPE), Intuitive Machines, etc. The point is that this is a solid team that knows how to raise capital when needed. So, even with IPOD’s relatively small trust ($146M), the setup looks much more attractive because of their ability to secure substantial PIPE investment.
Honestly, I don't think it will necessarily be space-related. It could be anything. The industry isn't the main point here - the 'rescue mission' is. It looks like the previous team couldn't find a target and brought in a heavy hitter to save face and avoid liquidation. Elliot Richmond is a veteran with over $75B in M&A transactions under his belt. Then you have David Bailin, who is incredibly well-connected - he knows family offices globally and can likely make one phone call to secure PIPE funding from a billionaire to close a deal. Plus, Jeremy Sziklay is the CFO of Nexus, which connects with philanthropists, adding another layer to their network. So we have an expert deal-hunter backed by two guys with massive connections. Given the structure and the buyback option, they are definitely in zeitnot (time trouble), so I’m about 80% sure they will announce a target very soon.
Thanks for sharing this, glad to know more people are following. I completely agree with you. I'm also very confident we get news in next 2 weeks because the company is clearly holding back from changing the ticker until it legally has to (22nd February, which falls on a Sunday, so technically 20 February). Reasons: 1) Sonm board narrative control - will want the optics of saving the company (hence being "SONM" and not "DNAX" when pipe news is announced) 2) Qumulus AI might have their own ticker in mind - no one wants the ballache/procedures/paperwork of changing the name twice in the space of days/weeks, nevermind the unnecessary confusion this would cause to the market 3) In reference to ticker name change, there has been a change in language from "within 30 days" of asset sale consumation (december press release) to "in the near future"(asset sale press release) - implies softening/something forthcoming 4) NASDAQ only needs 2 days' notice to change ticker - why drag out a formality? 5) Ticker change causes temporary broker glitches, chaos and liquidity issues - not something you want if you have a PIPE coming 6) SONM end of January press release stating more information will be shared in coming weeks
Nothing unexpected. Golden parachutes were written into the proxy. What I find more striking is: a) 3 legacy board members + recently appointed George Thangadurai have stayed on b) Becher’s severance package is being paid in 1 lump sum despite having previously been agreed to be paid monthly over 12 months. Point 2 in particular screams of a deal. Why would a company low on cash choose to pay a lump sum up front? Like the streeterville debt which was also paid off quickly (at a higher cost in return for removing transaction restrictions) this has all the hallmarks of clearing the house and finalizing the books ahead of final PIPE % agreement.
Because market mistakenly thinks we're a crypto stock now, so we're going to sail where the crypto blows until the PIPE happens
All very interesting and definitely promising cancer technology. Kazia just raised $48.5 million on a PIPE with institutional investors and the proceeds with take them through the second half of 2028 at their projected burn rate (the lost over $20 million last year). What Kazia really needs is the backing of a large pharmaceutical company like BMY/LLY/AZN for not just a credibly factor, but to get some much needed cash so they don’t have to keep diluting their equity. Wishing you profitable investing, Metal
No one has been swindled. SONM management have spent an entire year putting out fires to get to this point. DNA X is a temporary placeholder. The PIPE will come in February. You don’t put a $1 million in revenue/day put option target into the new line of business unless you are expecting a huge transformation. See here: https://open.substack.com/pub/thealphacompass/p/the-ai-infrastructure-company-hiding?r=1grlxq&utm_medium=ios&shareImageVariant=overlay
Basically all in RAYA let’s see what this one does. I’m down right now from entry earlier and I’m still holding. Not financial advice. This isn’t a recommendation to buy or sell. Could be wrong but float is around 800k and PIPE of 20m. Could totally be wrong on that not financial advice
Initially I was eager to get in straight away, but this PIPE has increased shares outstanding by roughly 300% overnight. Once the dust settles I'll be looking to add this to the port since this has given them a great cash runway for the next couple of years.
Disclosure I’m long warrants (!!?) They’re just using the empty SPAC to uplist a lithium mine, and working on raising PIPE currently. I’ve attached the investor proposal in another post, granted it’s a long shot and certainly not smart investment advice.
8k filing confirming asset sale and DNA X rebrand dropped. All debt cleared with $6.2 million in the bank. Fingers crossed for PIPE news on Monday, although press release seems to suggest more news "in coming weeks".
8k filing confirming asset sale and DNA X rebrand dropped. All debt cleared with $6.2 million in the bank. Fingers crossed for PIPE news on Monday, although press release seems to suggest more news "in coming weeks".
also on the side they secured another investment at 21 dollars a shrre from PIPE
[USA Rare Earth Announces Letter of Intent with the U.S. Government for Access to $1.6 Billion in Funding to Accelerate the Domestic Heavy Rare Earth Value Chain. Concurrently, USA Rare Earth Raises $1.5 Billion in Private Sector Investment](https://www.globenewswire.com/news-release/2026/01/26/3225497/0/en/USA-Rare-Earth-Announces-Letter-of-Intent-with-the-U-S-Government-for-Access-to-1-6-Billion-in-Funding-to-Accelerate-the-Domestic-Heavy-Rare-Earth-Value-Chain-Concurrently-USA-Rare.html) \- USAR [Investor Presentation](https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/ea027403101ex99-2_usarare.htm) "USAR has also signed a securities purchase agreement for a $1.5 billion PIPE transaction (69.8 million shares issued at $21.50 per share) with Inflection Point and other fundamental and strategic investors." USAR up about 20% premarket near $30.
ok i made some more digging about MIGI and apparently "the Schedule 13D filings failed to disclose the Defendants' intent to effect a change in control of the Company through a partial tender offer for the Company's common stock at $10.00 per share and a subsequent PIPE offering of convertible preferred stock." so someone want to get partially make an offer at 10$ per share that what it say on their 8k take it how u guy want maybe we might see something tomorrow
$105M PIPE at $12.00 per share. But then they get 13.8M shares for $105M so actually $7.60 a share "including OID and commitment shares". Sounds like a preferred convertible not a common share PIPE. No further details yet.
People are getting excited because the headline sounds huge. A $12 million company talking about a $750 million gold mine feels like a no brainer at first glance. But when you slow it down, the story looks very different. First, this is not a finalized deal. It’s a letter of intent. That just means they agreed to talk exclusively for 60 days. These types of deals often change or fall apart entirely, especially with tiny companies. Second, the $750 million number is not cash. It’s a paper valuation based on estimates and assumptions. It doesn’t mean anyone is paying that amount, and it doesn’t mean the mine is producing gold today. Third, even in the proposed deal, Captivision is valued at $50 million. That already implies dilution since the stock is currently worth around $12 million. To make this happen, a lot of new shares would almost certainly be issued. Fourth, in deals like this, the mine owners usually end up with most of the company. Existing shareholders often keep a much smaller slice than people expect. Fifth, the “$750 million deal versus $12 million market cap” comparison is misleading. What matters is how much of the asset current shareholders actually own after the deal, not the headline number. Sixth, the borrow fee and zero shares available sound exciting, but with tiny stocks this often just means low liquidity. It doesn’t necessarily mean there’s a massive short position that must cover. Seventh, PIPE prices and high warrant strikes don’t mean smart money thinks the stock is worth those levels. Those investors usually get protections that regular shareholders do not. Bottom line, this kind of setup can definitely run on hype and momentum. But it’s not proof of real value yet. It’s a speculative catalyst play, not a confirmed $750 million company overnight
Interesting, that's a whole lot going on for one day. If we do get an announcement about PIPE I'm curious how the market might react to that, if it'd be an immediate rerate or if it'll take some time to digest. I'm deep enough in the weeds from reading your DD that I think I gotta hop in at open today. Feel like Charlie day in the mailroom lol. I'm pretty damn convinced you're right about the merger, I'm just curious to see what the price action will be immediately after the news
Good question, and the answer is what looks like convergence and co-ordination between all 5 parties involved - SONM, Qumulus AI, Permian Labs, Chardan & DNA. * SONM filing 8k confirming asset sale (and probably QAI PIPE) * Likely PYUSD deployment by Permian Labs * [QAI attending PTC](https://www.linkedin.com/posts/qumulusai_ptc-ptc26-aiinfrastructure-activity-7417247833814179840-iVDw?utm_source=share&utm_medium=member_desktop&rcm=ACoAAEWkMOQBN3ZVHz6_kZYHlsRsRAkC-zQzcNQ) in Hawaii with focus on edge AI/telecom and capital markets guy is on their team at the event. 4,000 companies are attending. * Mike Maniscalco on a hyperscaler panel on Tuesday at above event * [DNA X & Chardan co-sponsoring an event ](https://puertorico.srax.com/)on Tuesday/Wednesday/Thursday in Puerto RIco where the main panel is investing in decentralised AI infrastructure. The main guests are family offices and equity groups. * Leasing accountant expert from Atlanta, Georgia (QAI HQ) presenting at DNA X event
Lmao are you new here? Look at just about every chart. It's down. They are all shit. What you are referring to is a needle in a haystack. The NUAIs of the world are very rare. Accept that. And you won't spend your time mad about a stock you have no stake in. To answer, yes, all of these stocks are gambles. I posted about this stock at 1.20 in the lounge. It ran to 1.70 a few days later and has stair stepped up ever since. It is objectively undervalued and the moment they mention their share count/cash on hand in PR along with news - it will go up. PIPE investors at 1.31 for a reason. And then it will go down again. Because they all do. They all go down, then up, then down further. Rinse repeat.
Credit to a team that never gives up Allegro Merger Corp, a 2018 SPAC which was close to closing their 2019 DA with TGI Friday's only to have Covid hit and consequently terminate in April 2020. They liquidated the SPAC trust but kept the shell. Six years later, they announce a deal with a Nvidia-backed quantum computing chip company with a $65M PIPE. Never say never! [https://www.businesswire.com/news/home/20260116645794/en/SEEQC-and-Allegro-Merger-Corp.-Enter-Into-Merger-Agreement](https://www.businesswire.com/news/home/20260116645794/en/SEEQC-and-Allegro-Merger-Corp.-Enter-Into-Merger-Agreement)
I saw your previous post and also the one from your other brother, where he talked about the plant in Ohio and Augusta less than a month ago, and that’s when I started trading $PCT. I started gaining confidence in it and bought at $9. Lately I’ve been reading that there could even be a short squeeze, since short interest has increased the cost for short sellers by up to 16%. Less supply and way too much demand. And with the PIPE warrants that allow investors to buy until March 17, 2026 at $11.50, it feels like they’re actively pushing the price up. Just the day before yesterday they announced they’re opening offices in Bangkok, and today they dropped the news that they’ll be at the CFP final at Hard Rock Stadium. I honestly feel the stock is still cheap. I’m holding about 1,000 shares but I want to increase my position, and since the market is still underestimating Valeria Mars, now feels like the right time to keep buying. Either way, thanks to your post and your brother’s, I’m up 25% in just three weeks. That’s fucking insane, dude. I appreciate you.
100% I thought I mentioned the equity lines and ATM. But look at the price history. They always run the price up first. As for the PIPE, non toxic @ 1.31, a few individuals. They know the cash position too. Acquisition incoming, IMO.
Check outs - just ran the filings and can confirm the \~$28m ATM, $3.9m PIPE, and 7m OS post-split. Few things worth adding: - They have two active SEPAs (equity lines) with \~$21m combined capacity still available - Plus the \~$22m remaining on the ATM - That's $43m in dilution mechanisms already in place on a \~$9m market cap - The 1-for-24 reverse split was 3 weeks before the PIPE The cash position is real, but so is the dilution history - 5 offerings in the past year before the big ATM raise. Management will use these instruments.
Another note to say that asset sale deadline is end of today. It's possible both parties could extend if they they need more time, but I'm hopeful this won't be the case given the put options in the DNA X filing suggest SONM needs to start executing its new line of business ASAP. Once the asset sale completes, SONM will have UP to 5 days to file an 8k confirming the transaction. I would expect a PIPE announcement to go hand-in-hand with the asset sale transaction or to follow shortly thereafter. Given that we did not get news yesterday or before markets opened today, it is highly unlikely they will drop good news mid-week. I would therefore expect the asset sale filing to drop AH this Friday with PIPE announcement on Tuesday before markets open, as Monday is a bank holiday.
In light of the asset sale completing within the next 72 hours and a high probability of the PIPE being announced in the same timeframe if not by Monday 19th at the latest, I have put together a final write-up to crystallise the entire thesis from beginning to end. The purpose of this write-up is to compile everything that has been discussed so far across various reddit posts and comments into one single document/place. I expect this to be my final contribution to this thesis. Good luck to all. [https://thealphacompass.substack.com/p/the-ai-infrastructure-company-hiding?r=1grlxq](https://thealphacompass.substack.com/p/the-ai-infrastructure-company-hiding?r=1grlxq)
Sorry for my ignorance - What is PIPE
INHD has $40m in cash, 0 debt, 7m OS and a 3m float. PIPE close by tomorrow, 3m shares at 1.31 in the pipe.
The market reaction will depend on the PRs we get and how long they take to drop. If we get a PR along the lines of "SONM/DNAX secures allocation for 5,800 GPUs" then you can expect this to start pumping quite high. That PR though might take a couple of months after the PIPE occurs. The PIPE PR itself might be something along the lines of an asset swap: "SONM/DNAX pivots to HPC and secures 1,100 enterprise GPUs in asset swap with Qumulus" or something similar
There's a few things you're misunderstanding/conflating. The PIPE isn't happening via the Chardan shelf. The Chardan shelf is there to raise money by re-selling SONM shares on the market and to institutions. QMLS are a going concern and have no money to buy shares even if they wanted to buy them. The PIPE will therefore happen separately as an asset swap i.e. GPUs (financed by the Permian Labs protocol & Chardan shelf) in exchange for shares. However, the Chardan shelf is informative as to the number of shares QAI will receive as part of the asset swap. As you can see from the shelf, Chardan has the right to re-sell up to 19.44 million shares (as you correctly pointed out, this would be over time). Chardan are therefore permitted to create and re-sell a number of shares that mirrors the existing number of shares at the time the PIPE happens so that QAI doesn't become a minority shareholder. In other words: SONM shareholders currently = 1.4 million Expected QAI shareholding = 18 million 18/19.4 = 92.7%. This percentage is very close to what Party 2 were asking in the proxy statement. As for your concern about there not being enough funds, the funds will be there without any worry. The 5,800 B200s and B300s they have planned will cost roughly 290 million. If SONM need to raise $87 million (30% of 290), that would take them 87 trading days (they are capped at $1 million/day). Assuming the PIPE happens concurrently with the asset sale, that brings us to May 22. But to secure the allocation from NVIDIA and put down the deposit will not take that long at all - perhaps 1-2 months at most. Assuming a conservative, average trading price of say $20 following the PIPE re-rate, that translates to a dilution of 4.3 million shares, bringing the total number outstanding to around 23.7 million. Let's round it up to 25 million to be even more conservative. Based on the projected revenue of what 7,000 GPUs can bring in (around $200 million ARR), that still translates to a share price of somewhere between $80 and $140.
Given that it seems SONM/QMLS can only sell a certain amount of shares to Chardan over a certain period of time through the PIPE, how could there be enough funds for the GPUs (going with the thesis) in a timely manner? It would take forever to have the funds needed for the quick execution it seems QMLS are going for?
I'm aware. They did a PIPE into Predictive Oncology which is becoming an Aethir treasury. Interestingly, the Aethir team collabed earlier in the year with Metastreet (Permian Labs) on another project. Both teams are looking at bridging crypto with AI in similar ways. But effectively this creates an indirect link between all parties. SONM <----> DNA X DNA X <----> Aethir Aethir <----> Permian Labs Permian Labs <-----> Qumulus AI
Just wanted to update everyone given the QMLS direct listing news. Yes QMLS are doing a direct listing. No, that doesn't mean the thesis is dead. If anything, it is bullish and completes the final piece of the puzzle. Why? QMLS finances are dogshit. I read the 290 page s1 filing. They are burning through cash, they are not generating enough revenue to cover their debt and their auditors have them as a going concern - they will be almost bankrupt by the time the SEC approves their listing. To make this situation even more absurd, QMLS are direct listing as opposed to doing an IPO. In case you don't understand what that means, QMLS **cannot** raise ANY cash through public markets for at least 12 months after they list and they will have no underwriter. So how the hell do they plan on scaling their fleet of 5,800 GPUs they plan on deploying in 2026 (as per the filing) without cash? The answer can be found straight out of the APLD/Coreweave playbook. Just this week, [APLD announced a PIPE into EKSO](https://finance.yahoo.com/news/applied-digital-spinning-cloud-business-161728999.html), where they'll be spinning off the cloud layer of the business into EKSO while retaining the GPUs in APLD. EKSO will then lease the GPUs from APLD. Similarly, Coreweave have an SPV where all their GPUs are financed by blackstone. They lease these GPUs in the event they go under blackstone can seize them. So it's fairly obvious to me what's happening here. QMLS will split its cloud layer from the GPUs, becoming effectively a software company. It will do a PIPE into SONM (as I've expected all along) and put the GPUs onto SONM's books. SONM can then tap into the existing Chardan shelf to build out the GPU fleet, supplemented by the Permian Labs protocol. Qumulus will then lease the GPUs from SONM as and when they have customers. As mentioned, they plan on deploying 5,800 B200-B300s in 2026 in addition to the 1,100 they already have. 7k GPUs puts them effectively at around $200 ARR, putting them at a 2 to 3.5 billion dollar valuation.
Already aware of this and already read the 290 page s1 filing. They're splitting the assets/GPUs from the cloud like APLD just did this week and like Coreweave already do with their SPV. If you read carefully they are doing a direct listing without an underwriter, despite the fact their auditors have them listed as a going concern and will go bankrupt in less than a year. Which begs the question: how the hell are they going to raise cash? Through SONM's chardan s1 shelf. They'll do a PIPE into SONM and put the GPUs onto our books. They will then lease them from us.
I think the biggest things are 1. In proxys they say other deals are in play. 2. Litigation was over the asset sale likely because of shell. In a comment I had earlier I said I felt a lot better in things when I saw this short term company announced. Dnax basically is a shell holder that can convert back or convert into shares. 3. Asset sale cures the outstanding debt to make it clean. I suspect asset sale happens at some point this month, barring injunction from lawsuits. I believe dna x moots the law suits as there is a plan. I don’t see nexim pulling out if not done exactly on the 13th. They are at the finish line and want this stuff. Proxy read in connection with 8k is needed, as 8k has to be more exact proxy can have forward looking. My guess asset sale maybe goes through mid month, may need a bit more time depending on if any emergency injunctions. Once that is through funds clear to accounts debts are paid, and confirmed to be paid. They do a final round of due diligence. Then the rto pipe goes down If you read the streetville stuff in the 19th filing it says materials made privy to them is why they did the swap. If there is an asset sale to pay off debts. Why would you convert to shares of a failing company, which obviously dilutes and leads to a decrease but for you know there’s more afoot. I don’t see any weird BAGS shell being used and two tickers. I think it’s more they knew they couldn’t get the PIPE done by the 13th. They needed accounts to settle. SONM can’t go shell so they set up a placeholder business that is in reality 1.2 mill in shares to keep the lights on. Basically DNA Venture DNAX so that they could keep Bags from a shell, and to make sure they do the i’s and t’s right so no regulatory issues. Keeps them from a tight turn around window, and to stay comfy If you read th dnax portion it has one dilution exemption which is a transaction/takeover that they are privy too or something like that. Basically there’s one loop hole and its qumulus or whatever big dog is prepping to rear its head. With qumulus reverse split and bags both in October I think odds are it’s probably qumulus
Not sure how any of that is relevant to my comment, which was explaining to the other commenter why SONM have to change the name of the ticker immediately regardless of what's happening with QAI. And as explained in the original body of the post, an S4 merger would take too long for QAI to benefit from the public vehicle. Even if it didn't, I'm not even sure QAI will have audits ready in time. So a traditional merger is not on the cards. The "merger" will be in the form of a PIPE with an asset swap. But it looks like DNA X might be some weird in-between solution that has yet to be made clear.
I suspect when the asset sale closes (around 13th Jan) we will get some kind of PR with Qumulus. What that PR is exactly is anyone's guess at this point as this crypto treasury strategy is still a bit unclear. It could be: a) Asset swap - QAI gets SONM shares in return for putting GPU assets on the books (PIPE) b) Qumulus agrees to route all its GPU-tokenization flow through the DNA X exchange c) Some kind of fuckery where the GPUs are not on SONM's books but QAI's revenue from the GPUs is (doubtful) d) DNA X is a glorified payment processor and QAI doesn't do a PIPE e) something I haven't thought of I need a bit more time to figure out exactly what the play is here. I was a bit surprised by the press release today stating they're focusing on DNA X exclusively, which seems to completely contradict the proxy statement which says the crypto-treasury will be combined with "AI expertise".
It's only a loss if you sell. Volatility is the price of admission for a trade with this much upside. I’m not here to trade the daily chart. If the Qumulus/DNA X deal closes as the filings, LinkedIn posts and other anecdotal data suggests, the current price is irrelevant. If I believed the market was efficient, I wouldn't be in this stock. The thesis has only got stronger since I made this post a month ago. Since then: 3rd December - [Qumulus AI on LinkedIn: "Let's go, Mike!"](https://imgur.com/a/lw3oURk) 16th December - [Chardan hires Senior Analyst in AI Infrastructure](https://www.chardan.com/article/chardan-hires-bill-papanastasiou__aUKUGxIAACMAEw7w) 17th December - [SEC issues critical "No-action" statement regarding broker dealer custody of crypto asset securities](https://www.sec.gov/newsroom/speeches-statements/trading-markets-121725-statement-custody-crypto-asset-securities-broker-dealers) 18th December - [SONM filings reveals DNA X acquired by SONM ](https://www.sec.gov/ix?doc=/Archives/edgar/data/1178697/000149315225028292/form8-k.htm) 18th December - [PayPal & Permian Labs introduce PYUSD for AI infrastructure Financing, 1bn incentive programme](https://www.coindesk.com/business/2025/12/18/paypal-s-pyusd-stablecoin-tapped-for-ai-infrastructure-financing) None of these are coincidences. SEC cleared the way for the AI & crypto-treasury. DNA X is the protocol for the newly announced PayPal exchange, which will give Qumulus a credit facility that pays out in USD. Chardan hire is there to initiate coverage on the new company. Mike Mulica is still sharing QAI content and QAI are hyping it up. The deal is not just alive - it's done. The asset sale has to happen. Judging by the latest filings that has to happen by end of January, hopefully by the 13th January as initially anticipated. PIPE will be announced hours later.
[SEC filing re DNA X:](https://www.sec.gov/Archives/edgar/data/1178697/000149315225028458/formdefa14a.htm) "There are currently 1,488,465 shares of Common Stock outstanding at the close of business on the Record Date". That date was 18 December. 250k shares were issued in the form of a debt-for-equity exchange with streeterville to pay off toxic debt to clear the way for the PIPE. The other 220k shares were in exchange for purchasing DNA X LLC, which will be the entity that connects usd. ai
Outstanding shares after merger and PIPE warrants is estimated at 1.1 billion. They need to consolidate before any meaningful price increase happens.
Does it make sense that it's a bet on CLYM116 for IgAN? JBIO's FIH HV data will be in 1H26 and CLYM116 in mid-2026, so very similar timelines. JBIO is being valued at $1.25B cap and CLYM still far less than that. JBIO has said there are 3 things that differentiate it from the current gen anti-APRIL drugs. 1) half-life. Well CLYM116 has a similar half life at 24.2 days with JBIO at 27 days. 2) prevention of large immune complexes: CLYM actually has shown their data on this and JBIO hasn't yet 3) efficacy: from the NHP data it looks similar with both drugs a bit over 70% decline in IgA but arguably CLYM gets there faster. JBIO needs 30mg/kg to get there and CLYM116 only needs 6mg/kg SC. And the mechanism is different with degrading APRIL vs very high affinity so who knows which mechanism wins out. I think it's possible it's a hedge against JBIO's readout. RA participated in the JBIO's Oct PIPE and own 10% so RA is betting on both horses...
Dare Pharmaceuticals. I see a real market for the products, but they keep feeding paper like it’s a sport. They’ve maxed out baby shelf so if they have to raise again it’s going to be nasty PIPE type stuff. Bayer just dropped their option on Ovaprene which isn’t a great sign. If their Sildenafil cream takes off they have a shot, but it feels like the bottom of the ninth.
Equity compliance should be satisfied through a combination of asset sale/PIPE cash. But if we have PIPE cash that means we also have PIPE announcement, meaning we can use the ChEF. The proxy also makes reference to Party X "staking income" to keep the lights on. In any case, NASDAQ could grant an extension to equity comlpiance if SONM can prove they are close to another transaction. I can't say I know the S1/ChEF inside out but I'd be very surprised if they can use it before the asset sale closes, as I imagine that could make things legally messy for Social Mobile and with the SEC if new shares are issued. TLDR while I'm not going to pretend I'm a PIPE expert i'm not worried about this.
It is, although what is slightly troubling is that party X has been renamed to party 9 in that same filing (but interestingly remains as party X in the proxy). Currently trying to wrap my head around why they would suddenly go from an alphabetical identifier to a numerical identifier and whether this still means party 2 could = party 9. My best guess is that the legal entities for a PIPE and an RTO must be different. In this case, perhaps the PIPE investor might be QAI Moon LLC whereas the RTO target may have been Global Digital Holdings or vice versa.
[Horizon Quantum Computing Pte. Ltd. and dMY Squared Technology Group, Inc. Announce $110 Million PIPE Investment to Support Proposed Business Combination](https://www.businesswire.com/news/home/20251204128472/en/Horizon-Quantum-Computing-Pte.-Ltd.-and-dMY-Squared-Technology-Group-Inc.-Announce-%24110-Million-PIPE-Investment-to-Support-Proposed-Business-Combination) \- OTC: DMYY DMYYW Press release doesn't mention it, but according to the 8-K filing, [IONQ is one of the PIPE investors](https://www.sec.gov/Archives/edgar/data/1915380/000182912625009715/dmysquared_8k.htm#:~:text=IonQ%2C%20Inc.%20(%E2%80%9CIonQ%E2%80%9D)%2C%20one%20of%20the%20Subscribers).
Please read through their recent SEC filings and PIPE transcations, and map out the shell company payments yourself. This is very much still happening. Their current 10K is once again late, with no comms around it, and with three auditors having quit already. I am trying to help and protect people.
Regarding crypto DATs and their general awfulness , does anyone else hold MLAC rights ? I sold half for a nice profit, but still holding half ; they’ll have to redo their valuation or PIPE terms or something to close , as their initial 0.88 mNAV at announcement , is now like 1.4 mNAV on the AVAX so no good deal there.
Is Glazer is in the PIPE? Ofc they want to scrap it. I had over 1k $10 puts on this thing that I should have held but was wary of a termination or vote reschedule based on Glazer's 13 and general DAT collapse.
Short or long term? The big variable that makes things unpredictable is the small float. Even if the company is priced very conservatively by the market as roughly $750 million (based on 1,100 current GPUs), that would be equivalent to a FAIR share price of roughly $37 if we assume a roughly 5% ownership for SONM shareholders. BUT 19 of the estimated 20 million shares would be locked up for 12 months, creating huge upward/squeeze pressure. In which case we could see prices upwards of $100 in the first days/weeks. The market will have to guess ARR until an official revenue projection is filed, but the market will work out fairly quickly they will have deployed 4,000 or will deploy soon 4,000 GPUs and price that in, putting them at somewhere in the region of 200 million ARR i.e. anywhere from a 2 billion to 6 billion valuation, which is equivalent to $100/share to $300/share, and that's again before accounting for any squeeze dynamics. Personally speaking, I will set my own price targets and adjust them accordingly when we have the first official filings confirming the PIPE and what information they make available. I personally don't see myself taking any profits before $80.
Except mstr is using its class A stock to raise money to buy more BTC, aka dilution just look at the amount of offerings mstr has had. ASST is using preferred stock, PIPE financing, and semler scientific to buy BTC, zero dilution to the class A.
Thanks. A lockup is not standard for a typical secondary. Are you telling me that the $400M offering wasn't a traditional secondary, but rather a PIPE (Private Investment in Public Equity)? I can't find any support for this having been a PIPE offering.
One more thing I've spotted on a 5th reading. One of the confusing things about the proxy, as I noted in the main body of my post, is that certain parties are assigned alphabetic identifiers (Party A, B, X, etc.) while others are assigned numeric identifiers (Party 1, 2, 4, etc.). The key to understanding this is that the labeling system does not identify parties by identity or deal likelihood, but by the type of transaction track they were involved in at the time the events occurred. According to the proxy, alphabetical labels are used when a counterparty’s communications “involved the Legacy Business”, which does not mean the party is interested in *buying* or *operating* the rugged-device division. Instead, it means their proposal required evaluating how the legacy business would be separated, what liabilities would remain in the public shell, and how the structure of the asset sale would affect them. This includes parties contemplating a capital infusion or PIPE after the asset sale, because such investors must understand the post-sale condition of the shell. These are “Legacy-involved” communications, and therefore alphabetic. Numeric labels, on the other hand, represent parties engaged in non-Legacy Business strategic transactions, including reverse mergers, change-of-control discussions, or PIPEs associated with bringing a new operating business into the shell. For example, Party 4 is numbered even though they contemplated a PIPE, because their PIPE was tied to an RTO/crypto-treasury strategy, not to the legacy business separation. This distinction becomes crucial when we examine the language used for Party X. The proxy states that on August 8, 2025, Party "**extended a letter of intent contemplating a PIPE transaction RATHER THAN A CHANGE OF CONTROL OR REVERSE MERGER**”. This phrase is extremely telling. The only reason to say “rather than a reverse merger” is if the party had PREVIOUSLY been involved in discussions about a reverse merger or change of control. But these are precisely the types of discussions associated with the numeric (non-Legacy) track, not the alphabetic one. Alphabet parties, by definition, are not introduced as RTO candidates in the proxy. **Why make a caveat when by definition an alphabetical letter doesn't need one?** The only way this statement makes sense is if Party X originally appeared earlier in the process as a numbered RTO party and later shifted to a PIPE-only structure once the company moved closer to divesting the legacy business and cleaning up the shell. Once that shift occurred, the same counterparty became involved in legacy-related structural communications (liabilities, timing of the asset sale, shell condition, etc.), which caused them to be relabelled under the alphabetic group for that portion of the narrative. This is confirmed again in the filing: "On August 12, 2025, \[Party X\] delivered a revised LOI reflecting Sonim’s oral suggestions, **including the use of staking income to fund post-Legacy Business operations, repay outstanding debt, and reduced the exclusivity period to 30 days."** Combined with the matching industry description (AI/crypto) and the timing of Party X’s LOI, this strongly implies that Party X is the same real-world entity as Party 2 i.e. an original RTO candidate whose later proposal transitioned into a PIPE structure as the asset sale progressed. The proxy’s labeling system actually supports this interpretation once you understand how the transaction tracks are divided. I am 99.9% sure Party X = QumulusAI.
Just wanted to add some things to the original post after doing more research and re-reading the filing. * Chardan have done this before also with [SONN.](https://www.chardan.com/case-study-sonnet-biotherapeutics) It is the exact same scenario. * Filing says "On May 31, 2025, Venable communicated a revised draft of the letter of intent to Party 2. The revisions removed proposed cash adjustments, changed the suggested combined company’s board composition to include one director designated by the Company in the resulting entity". We know Mike Mulica was appointed to QAI board, so it's an interesting coincidence assuming party X = party 2 * "On August 15, 2025 ... the Company informed Party 8 that it was in the final stages of negotiating a letter of intent with another counterparty \[Party X\]." That's only 7 working days from when reps of Party X first engage SONM to finalising an LOI. Doesn't sound plausible unless some due diligence has already been done * "On or about July 24, 2025, Party 2, through its bank, communicated that it w**ould resort to an alternative strategy** and did not intend to proceed **with the RTO**". The choice of wording here is remarkable, because it specifies that the party is pursuing another strategy, whereas other failed negotiations with other parties in the filing are simply referred to as "decided not to proceed". This is in the context of the board having had a meeting the week before which discussed "uncertainties related to the proposed RTO with Party 2, **which had initially been contemplated to be executed concurrently".** That's an caveat to end the paragraph with. * Now some tin foil shit: Mike Mulica first like of QAI content on LinkedIn is of a [DiRocco interview](https://imgur.com/a/Y6QHbsE) some time 3 months ago. * We know that QAI post the same content on LinkedIn/Twitter on the same day. In this case, 1[9th August](https://imgur.com/a/ciUJFHN). * The LOI with Party X was signed on 19th August - TLDR Mike Mulica first likes QAI content on the day LOI was signed. Having spotted these extra nuggets and had more time to dwell on everything, it would appear to me that the proxy delay meant that SONM and QAI realised they were not going to have enough time to complete a traditional S4 merger. The board acknowledges in the filing the risk of it failing is high and jeopardises the asset sale. It's possible therefore QAI had to go back to the drawing board and find another way i.e. a PIPE.
oh that bastard... 😜 risky assets getting whipped by shorts & sentiment. this month for some other de-spacs... NKLR -50%, IMSR -60%, PEW -30%, BULL-25%, IONQ -25%, OKLO -40%. KDK PIPE & largest diluted shareholder is Alyeska ($30b~ AUM). Their preferreds convert @ $12, but pricing protection at 6/9 months intervals can reprice it to $8/$6. The other PIPE is Soros, with 10mm~ shares, and ARKQ is holding over a million shares. I think they're all currently down. Prospectus was recently amended & made effective, allowing a lot of dilution + selling, but trading volume hasn't increased beyond algos trading back/forth, running stock price down. Later today we'll see new short-interest numbers. Currently still almost no shares available to borrow, and 40%~ borrow rate. Shorts need a few million shares to get dumped from this recent registration, or they'll have no easy way out. Especially once ETFs start buying. I still like the play longer-term.
Also a lot of those warrants are likely held by Maxim Groups Merchant Capital division if I had to guess… they did the majority of the PIPE raises
There are a ton of examples showing otherwise fyi… Aptose, Halda, Athersys, the list goes on. This is a super common structure in biotech - especially for those raising funds via PIPE transactions. Know your facts before you come on boards like this.
SLMT looks like a decent play. PIPE warrants sold at 4.50 and took a 70% drop today to 2.08. Looks oversold. Letter released today to the PIPE investors addressing the price drop. Currently back up 20% on overnight trading.
Yes I saw this and mentioned it in my post - I think the market just overreacted (due to the low trading volume) so I believe it can go back to $10 at least for PIPE investors
Notice to PIPE investors just posted addressing the share price dropping. https://www.sec.gov/Archives/edgar/data/1939965/000121390025113192/ea026666901ex99-2_brerahold.htm
BACQ showing some impressive strength today on news of additional PIPE. Might be in a good position for a low risk multi day run if some positive SPAC sentiment returns
Has. PIPE at least. Warrants up on news (we’re pricey to start too)
October 10: “Securities offered by the Selling Stockholder: **937,500 shares of Common Stock underlying the Series B Preferred Stock (post-Reverse Stock Split). And another 1.3m issued as PIPE hold by another lender.
SGBX- HIDDEN DILUTION* I got many comments about hidden dilution lately about SGBX. Sorry if I could found this earlier. Here is what I found. The company has pay their lender the convertible notes that can convert at a discount. Total potential dilution(PIPE, amd convertible note after RS) is over 2M shares, which is huge compared to the float. Im sure we absorb some of the shares at the moment. Thats the reason the price did go crazy. With 70M volume today, lenders probably burn through a lot of the current dilution stack so the price didnt movement.(i thought it was Seattlement issue with microcap) We might not able to a squeeze due to unclear dilution issue.
SGBX- HIDDEN DILUTION* I got many comments about hidden dilution lately about SGBX. Sorry if I could found this earlier. Here is what I found. The company has pay their lender the convertible notes that can convert at a discount. Total potential dilution(PIPE, amd convertible note after RS) is over 2M shares, which is huge compared to the float. Im sure we absorb some of the shares at the moment. Thats the reason the price did go crazy. With 70M volume today, lenders probably burn through a lot of the current dilution stack so the price didnt movement.(i thought it was Seattlement issue with microcap) We might not able to a squeeze due to unclear dilution issue.
You know exactly how much it costs but not what it's called? By the way, B-PIPE is entirely unrelated to the terminal. What exactly do you see where?
doesn't this feel like ripe for a PIPE from Thermo or Quest tho? particularly because those liquid biomarkers they own exclusivity too have 95% sensitivity to pancreatic cancer? whereas Cologuard makers cancer screening is o nly 68%?
Not likely the case, with 50-100% borrow fees. More appropriate to buy protective puts, if they're that concerned. But... if you look at OI for all options, there's almost zero puts. Besides, 95%~ of the SPAC redeemed, and the majority of other holders are under lock-up agreements, and can't short their positions. That leaves PIPE investors, such as Soros and ARK. I'm not sure if they short their own investments. Shorts jumped into this at merger & ran into a 100% borrow rate, and then it squeezed & MMs were buying nonstop for a week or two because of all the calls going ITM. This scenario already happened once, and shorts have only increased their positions.
Short interest gamma squeeze etc doesn't matter here because retail isn't even involved. It's probably institutions shorting their own position, PIPE boxing or whatever it's called
Strong institutional support in PIPE... >substantial participation from blue-chip institutions such as AMD, BMO Global Asset Management, CIBC Asset Management, and Polar Asset Management, highlighting sector confidence and ensuring significant "new money" investment
The analysis fails to address the "bear case" that stems from the exact same set of facts. 1. The "Overhang" Risk (The Other Side of Concentration): The author sees a 28% holder as a supporter of the price. The market often sees this as a massive "overhang." This one entity, 325 Capital, is the market. If they ever decide to sell, they cannot exit on the open market without completely crashing the stock. This creates a ceiling on the price, as any rational new buyer knows they are at the mercy of this single holder. Their exit will have to be a (likely discounted) negotiated block sale. 2. Who is 325 Capital? The analysis calls them "large bag holders" and "high-conviction" but provides no evidence of this. The critical missing piece of analysis is the nature of this investor. Are they a long-term fundamental investor? Or are they a "vulture" fund, a PIPE specialist, or a "death spiral" financier who provided emergency cash and will look to exit as soon as possible? The 13D filing (as opposed to a 13G) implies they are an "active" investor, but their specific strategy is unknown. 3. Misunderstanding Pre-Funded Warrants: The author lists "warrant overhang" as a future risk. This is incorrect. The 6,100,000 pre-funded warrants (with a $0.0001 exercise price) are not a future risk. They are a present-tense form of dilution. They are designed to be "cashless stock" for institutional buyers. The real dilution from this offering isn't 4.6M shares; it's 10.7M shares (4.6M common + 6.1M pre-funded warrants). The author's "post-raise denominator" comment underplays this. 4. Context of the Raise: The author assumes "fresh capital" is an unqualified positive for "execution catalysts." The counter-argument is: Why did they need this money? A $14.4M raise for a microcap is often an act of survival, not strength. What is the company's cash burn? This capital might just be to keep the lights on for another 12-18 months, which is not a bullish catalyst. OP has correctly identified an unusual and volatile setup. They are wrong to conclude it is definitively bullish. The analysis correctly identifies that the float is locked but fails to ask why and by whom. The conclusion that "committed holders can support momentum" is a leap of faith. A more balanced takeaway would be: "MSAI's cap table is now dominated by a single, active institutional holder (325 Capital) who just facilitated a $14.4M financing. This structure significantly reduces the tradable float, making the stock prone to extreme volatility. The future price action is now almost entirely dependent on two factors: 1) 325 Capital's true intent (are they a long-term partner or a short-term financier?) and 2) whether the $14.4M in capital can generate fundamental growth before the cash burn runs out."
The analysis fails to address the "bear case" that stems from the exact same set of facts. 1. The "Overhang" Risk (The Other Side of Concentration): The author sees a 28% holder as a supporter of the price. The market often sees this as a massive "overhang." This one entity, 325 Capital, is the market. If they ever decide to sell, they cannot exit on the open market without completely crashing the stock. This creates a ceiling on the price, as any rational new buyer knows they are at the mercy of this single holder. Their exit will have to be a (likely discounted) negotiated block sale. 2. Who is 325 Capital? The analysis calls them "large bag holders" and "high-conviction" but provides no evidence of this. The critical missing piece of analysis is the nature of this investor. Are they a long-term fundamental investor? Or are they a "vulture" fund, a PIPE specialist, or a "death spiral" financier who provided emergency cash and will look to exit as soon as possible? The 13D filing (as opposed to a 13G) implies they are an "active" investor, but their specific strategy is unknown. 3. Misunderstanding Pre-Funded Warrants: The author lists "warrant overhang" as a future risk. This is incorrect. The 6,100,000 pre-funded warrants (with a $0.0001 exercise price) are not a future risk. They are a present-tense form of dilution. They are designed to be "cashless stock" for institutional buyers. The real dilution from this offering isn't 4.6M shares; it's 10.7M shares (4.6M common + 6.1M pre-funded warrants). The author's "post-raise denominator" comment underplays this. 4. Context of the Raise: The author assumes "fresh capital" is an unqualified positive for "execution catalysts." The counter-argument is: Why did they need this money? A $14.4M raise for a microcap is often an act of survival, not strength. What is the company's cash burn? This capital might just be to keep the lights on for another 12-18 months, which is not a bullish catalyst. OP has correctly identified an unusual and volatile setup. They are wrong to conclude it is definitively bullish. The analysis correctly identifies that the float is locked but fails to ask why and by whom. The conclusion that "committed holders can support momentum" is a leap of faith. A more balanced takeaway would be: "MSAI's cap table is now dominated by a single, active institutional holder (325 Capital) who just facilitated a $14.4M financing. This structure significantly reduces the tradable float, making the stock prone to extreme volatility. The future price action is now almost entirely dependent on two factors: 1) 325 Capital's true intent (are they a long-term partner or a short-term financier?) and 2) whether the $14.4M in capital can generate fundamental growth before the cash burn runs out."
I am not trying to scare anybody about anything, but after reading a comment from u/Sensitive-Radish-292 and getting it translated to child-speak by ChatGPT, I decided to pull out of LMFA. The ChatGPT transcript: Sure! Here’s a version that a child (around 10–12 years old) could understand: Some people who own parts of our company (called “Selling Stockholders”) are selling their shares. Here’s how they got them: # First group of shares (PIPE Offering) * On August 18, 2025, our company made a deal with some big investors. * We sold them 4,322,265 pieces of our company (called “shares”) and gave them 4,322,265 special coupons (called “warrants”) that let them buy more shares later for $2.41 each. * Later, on August 28, 2025, those coupons became even better deals — the price to use them went down to $1.10 each, and they could now buy 9,469,690 shares instead of the smaller number before. * So, the people selling now might sell: 1. The 4,322,265 shares they already bought. 2. The 9,469,690 shares they can get using their coupons. 3. Up to 12,186,560 extra shares if certain adjustments happen. 4. 216,113 shares that we gave to the people who helped set up the deal. # Second group of shares (RD Offering) * Also on August 18, 2025, after the first deal, we made another deal with some other big investors. * We sold them 5,231,681 shares and gave them 5,231,681 coupons to buy more shares later for $2.41 each. * The next day, on August 19, 2025, that deal was finished. * On August 28, 2025, those coupons were changed too — now the price to use them was $1.10 each, and they could buy 11,462,137 shares in total. * So, the people selling now might sell: 1. The 11,462,137 shares they can get from using their coupons. 2. Up to 14,750,646 extra shares if certain adjustments happen. 3. 261,584 shares we gave to the people who helped with this deal. In short: The company made two big deals in August 2025 where it sold shares and gave out coupons to buy more shares later. The people who got those shares and coupons can now sell them. Now, there are a lot of variables in play here, but I believe in being open and honest in this lobby so that we can ALL make money. The truth is, LMFA is buying back some of these shares and warrants, but they can't buy back all $20m worth of them, and their inventory of BTC speaks for itself, so there is a decent chance that neither the PIPE offering, or the RD offering execute their warrants, but the fact is the chance is non-zero which is enough for me to take my 10% gain and get out.
🚀 $ZOOZ – Speculative Deep Dive Ticker: ZOOZ (NASDAQ/TASE) Current price: ~ $2 (recent range ~$1-$3) Target: ~$5 (per analysts) → ~150%+ upside if things go right. **What’s going on?** - ZOOZ Power Ltd is a tiny company doing ultra-fast EV-charging and kinetic energy solutions — very early stage. - Big shift: They’ve approved a US$180 M PIPE and a plan to allocate ~95% of proceeds into Bitcoin treasury. They’re positioning as a first dual-listed (NASDAQ + TASE) company with a Bitcoin treasury strategy. - If Bitcoin rallies, ZOOZ *could* see some upside purely from treasury re-rating + narrative. - If they land a big contract in EV charging/flywheel tech, that adds fuel. **Why it *could* pop** - Small company, low visibility → upside if momentum hits. - Hybrid story: crypto + EV infrastructure = two trendy sectors. - If the PIPE closes and they announce major Bitcoin purchases or tech wins, you may see accelerated volume/interest. **Why it might *not*** - Fundamentals are weak: tiny revenue, losses. - Execution risk is high (both in tech side and treasury side). - Correlation to Bitcoin means stock could tank if crypto market weakens. - Dilution risk from large capital raise can muddy the water. **Trade idea** - Very speculative entry only. Maybe under ~$3 with manageable risk. - Set stop-loss or smaller size. - Watch for volume & news triggers: PIPE closing, contract wins, Bitcoin moves. - Expect high volatility. If you hold, think “digital twin of crypto play + micro-cap risk”. **TL;DR**: High risk, high reward. Not textbook squeeze, but a strong trigger game. Crypto + EV + micro-cap = blend of upside & danger. 🧠 *Not financial advice. Do your own research.* Yes pulled that from chat Gpt but all the info checks out. Now below $1 it’s definitely something worth keeping an eye on
Yes I'm sure you went through the 27 page prospectus in less than 40minutes. Here you go: The shares being offered by the Selling Stockholders, which were acquired in the following transactions: • On August 18, 2025, we and institutional investors (the “Purchasers”) entered into a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which we agreed to issue to the Purchasers, in a private placement (the “PIPE Offering”), (i) 4,322,265 shares of common stock and (ii) 4,322,265 warrants to purchase shares of common stock at an exercise price of $2.41 per share (the “PIPE Warrants”). The combined purchase price for each share and PIPE Warrant in the PIPE Offering was $2.41. The PIPE Offering closed on August 18, 2025. On August 28, 2025, as a result of reset provisions in the PIPE Warrants, the exercise price of such warrants was reduced to $1.10 per share and the aggregate number of shares issuable upon exercise increased to 9,469,690 shares. The shares being offering by the Selling Stockholders include: (i) 4,322,265 shares of common stock issued to the Purchasers in the PIPE Offering; (ii) 9,469,690 shares of common stock issuable upon exercise of the PIPE Warrants; (iii) 12,186,560 additional shares potentially issuable with respect to anti- dilution adjustments in the PIPE Warrants; and (iv) 216,113 shares of common stock issued to the placement agent in connection with the PIPE Offering. • On August 18, 2025, following the closing of the PIPE Offering, we and institutional investors (the “RD Purchasers”) entered into a securities purchase agreement (the “SPA”), pursuant to which we agreed to issue to the RD Purchasers (the “Offering”), (i) 5,231,681 shares (the “RD Shares”) of common stock and, in a concurrent private placement, (ii) 5,231,681 warrants to purchase shares of common stock at an exercise price of $2.41 per share (the “Placement Common Warrants”). The combined purchase price for each RD Share and Placement Common Warrant in the Offering was $2.41. The Offering closed on August 19, 2025. On August 28, 2025, as a result of reset provisions in the Placement Common Warrants, the exercise price of such warrants was reduced to $1.10 per share and the aggregate number of shares issuable upon exercise increased to 11,462,137 shares. The shares being offering by the Selling Stockholders include: (i) 11,462,137 shares of common stock issuable upon exercise of the Placement Common Warrants; (ii) 14,750,646 additional shares potentially issuable with respect to anti-dilution adjustments in the Placement Common Warrants; and (iii) 261,584 shares of common stock issued to the placement agent in connection with the Offering.
The outside date is March 1, 2026 (they can extend by mutual agreement, although PIPE can back out after March 26). They better hurry with their S-4 if they want to close by then.
There was a shareholder meeting this week that approved PIPE funding of $300 million to buy Avalanche and change its ticker to AVAX. Japan, South Korea, Saudi Arabia, Blackrock, and more have adopted this platform which screams deep value. Just recently, $240 billion in real estate assets was approved to move on chain to Avalanche as well. Think Microstrategy, but for Avalanche here. Currently, AGRI has a market cap of $12 million. Just staking the purchased Avalanche will yield tens of millions in pure profit every year. Do your DD.(this is someone else's DD but this is the gist mb im in class so can't explain fully well rn but this should give you the idea)
Seems like a buy the hype, sell the news, PIPE offerings aren't great, its another form of dilution for shareholders and capital raising for the company. The only benefactors are investors who buy at a discount and then sell and the company for selling shares.
They also have pre authorized a program to buy back $500M and reclaim the dilution from the PIPE. This ability is consistent with the Emerging Growth categorization they filed the joint entity under allowing for immediate buy back. The banker here, Cantor Fitz is a seasoned issuer offering potential to raise additional capital at virtually any point. This is consistent with their at the money offering program for up to $450M. In a similar situation back in July, BMNR was able to raise $20+ BN after completing several complex transactions. Borrowing rates in this situation exploded to 750% (compared to ASST recent 1050%), and the stock went from $4 to $135 in a week.
Is anyone here in AGRI? I might be missing something but they approved to change ticker to AVAX by end of week and purchase $500 million in avalanche through PIPE funding. Seems like the biggest no brainer investment at the moment in terms of market cap to assets
OceanPal in Partnership with NEAR Foundation Announces $120M PIPE Investment to Launch SovereignAI to Buildout Near-Powered AI Infrastructure - Link \~ | Float: 6.3 M | IO: 0.99% | MC: 15.3 M
**Pre-market Update: 10/28/2025 (8:40AM EST)** Cantor (the SPAC) and Securitize (the company) just filed official papers saying "**we're doing this deal.**" It's called an 8-K. Think of it like two people signing a prenup before getting married - it's official now. [https://www.sec.gov/Archives/edgar/data/2034269/000121390025102785/ea0262720-8k425\_cantor2.htm](https://www.sec.gov/Archives/edgar/data/2034269/000121390025102785/ea0262720-8k425_cantor2.htm) # THE DEAL IN 3 SENTENCES: 1. **Securitize goes public** by merging with Cantor 2. **Valuation: $1.25 billion** (so each share would be \~$29.80 after dilution) 3. **$225 million in new money** from big investors (BlackRock, etc.) coming in # DILUTION EXPLANATION (The Regard Version) Right now there are \~30.6M shares of $CEPT. After the deal: * **Securitize adds their shares** = +18M * **New money (PIPE) adds shares** = +11M * **Sponsor gets shares** = +1.5M * **New total = \~42-45M shares** **What this means:** Even if the valuation stays the same ($1.25B), the price PER SHARE goes DOWN because there are more shares. It's like cutting a pizza into more slices - each slice is smaller. This is typical for SPACs, $CEPT stayed relatively close to the $10 redemption value as there hasn't been much attention paid to it like other hyped up SPACs this year, this is where the alpha currently is... **But here's the thing:** If Securitize GROWS the business, the pizza gets BIGGER, so each slice can still be worth more. # UPCOMING IMPORTANT DATES (MARK YOUR CALENDAR) # By January 2026: The S-4 Arrives ⚠️ MOST IMPORTANT This is THE document that shows Securitize's **actual numbers** for the first time publicly. Think of it like when a private company finally releases its real financials. **What matters:** * How much money is Securitize making? * Is the business growing? * Does it make sense at $1.25B valuation? **Stock reaction:** Could jump significantly if numbers are good, and conversely drop significantly if numbers suck. Sentiment Check: There are currently 35 followers on StockTwits for this ticker, 1 other post 5 months ago on Reddit for this ticker, and limited # of posts on X for this ticker. You can be early.
**Update: 10/28/2025:** **IT'S OFFICIAL - THE ROCKET IS FUELED 🚀** The DD was right. The code leak was the smoking gun. And now, it's officially confirmed. **Securitize is going public via merger with $CEPT at a $1.25 BILLION valuation.** Today's press release is the ultimate validation. This isn't just another SPAC deal; this is the culmination of Howard Lutnick's decade-long vision to tokenize the world, now being executed with institutional and government backing. **Key Highlights from the Announcement:** * **$1.25 Billion Pre-Money Valuation:** The market now has a clear price target. We got in on the ground floor. * **New Ticker Symbol - $SECZ:** The combined company will trade on Nasdaq under the ticker $SECZ. * **$225 Million PIPE:** An upsized PIPE with major institutional players like Arche, Borderless Capital, and ParaFi Capital co-signing on this deal. This is massive institutional validation. * **Existing Investors Rolling 100%:** BlackRock, ARK Invest, and Morgan Stanley are not cashing out. They are rolling all of their equity into the new public company. They know the real growth is still ahead. * **An Industry First:** Securitize plans to tokenize its own equity, demonstrating how public company trading can and will move on-chain. **Why the Price Discrepancy? ($12.44 (current pre-market price) vs. $40.85)** The stock is currently trading around **$12.44 pre-market**, and you regards may be asking why it isn't at the **$40.85** price implied by the $1.25 billion valuation. This is a classic pre-merger SPAC scenario: * **Time and Risk Discount:** The merger isn't closed yet. The market prices in the risk that the deal could fall through and the time value of money until the closing date. * **SPAC Arbitrage:** The gap between the current price and the implied valuation is where arbitrage traders play. This gap will naturally narrow as the deal gets closer to finalization. * **Market Sentiment:** Many de-SPACs have historically underperformed post-merger, making some investors cautious. This creates the opportunity for those who have done the deep DD to understand the true path and opportunity of RWA. * **Official Closing Window:** **H1 2026** Shares could begin trading on the exchange as soon as January, according to Domingo. The **$40.85** figure is the **target valuation** based on the deal terms, not an immediate price target. The price should climb toward this valuation as the deal closes, risks are removed, and Wall Street begins to price in the future growth of $SECZ. **The Bottom Line:** The $CEPT-Securitize merger is the execution of a multi-year, cabinet-level plan to tokenize financial markets. The official announcement confirms everything the early DD uncovered. The current price discrepancy offers a window to get in before the broader market fully prices in the near-certainty of this deal and the massive potential of the post-merger company, $SECZ.
That’s fair, it is dilution, but it’s part of the previously disclosed PIPE structure. The company didn’t issue new discounted shares or debt; investors voluntarily exercised existing $1.35 warrants and paid $8.26 million in cash. Those proceeds were then used to purchase about 72 BTC, bringing Strive’s total holdings to roughly 5,958 BTC worth $691 million at cost. So while the share count rises slightly, the balance sheet strengthens by the same amount, making it a neutral-to-constructive event rather than a negative one.
You’re right. I was mistaking it for a PIPE where institutional investors can buy shares at a discount and sell almost immediately.