SONM

Relevant-Goal-3008

CXAI, SONM, and apparently OTLK according to the spam 

Knowledge_1

Ive been in SONM for months - arguably the most compelling thesis out there full stop. Huge potential.

Relevant-Goal-3008

I sold some of my CXAI to get into SONM. CXAI then proceeded to immediately candle up. Story of my life. 

Due-Papaya-6217

SONM on TOP watch. It’s moving without any volume, someone is seriously loading up the boat, and I think we may get news on Monday. This is a play where you’ll literally be before the crowd if I am right. I would do a write up but it’s only slightly out of penny territory at $5.46. u/nomadichedgehog has written a boat load of DD on reddit so do a search Also have a read of this: https://thealphacompass.substack.com/p/the-ai-infrastructure-company-hiding

nomadichedgehog

Allright folks, I know a lot of you are getting jittery and nervous given how much this keeps dragging out. I just want to remind everyone that what Chardan appear to be doing here is borderline some of the greatest financial engineering you will ever see - they are spinning so many plates and everything must be de-risked to the Nth degree in order to execute this properly. As we all know, we've had a few recent developments: \- SONM received NASDAQ delisting notice on 22nd May \- SONM cancelled the ChEF \- SONM announced a pivot into decentralised AI \- Qumulus filed an unexpected 6th amendment to their S1 So what the hell is going on? Let's start with Qumulus and the direct listing. Some highlights from their most recent S1-A: \- ATW facility doubled to $90 million \- New co-location facility in Denver, Colorado \- $124 million in secured contracts \- Q1 financial statements prepared Now I can already hear the wheels spinning in your head: if they have secured contract pre-payments and a $90 million facility, do they really need a public vehicle? Can't they just proceed with direct listing? Theoretically the answer is yes - IF everyone involved in this transaction hates money. Yes they have the $90 million and some prepayments, but this is a drop in the water when compared vs their 2026 business plan of 23k B300s, which would require roughly $1 billion. It's worth noting that the [USD.AI](http://USD.AI) facility they signed up to last October has now been completed tapped. Because they have had zero cash the last 8 months, they've not been able to find the 30% they needed for the deposit, and they've only been able to use $20 million of the facility and everyone else has jumped in front of them and signed $550 million in term sheets even though [usd.ai](http://usd.ai) only has $350 million or so in deposits. So Qumulus are even more fucked than they were 3 months ago because the entire facility is gone until [usd.ai](http://usd.ai) find more depositors. Meaning they need a reverse merger vehicle more than ever. The $90 million from ATW & pre-payments gives them enough to buy roughly another 2k GPUs - a drop in the ocean. Other reasons they won't direct list: Firstly, if they were to proceed with the direct listing, it would mean the company cannot raise money via capital markets for 1 year. A one year delay in raising capital = 1 year delay in execution, meaning 1 year's worth of lost contracts, which could be in the billions. It ain't happening. Secondly, direct listing means anyone with more than 10% is locked in and cannot sell. Guess who has more than 10% of the company? The two founders. If a direct listing happened, the two founders would be left holding the bag. Don't believe me? Look at the last 18 direct listings since end of 2024. The majority of those companies are either 80% down, trading under $1 or have delisted. Direct listings are liquidity events. Qumulus need capital. Thirdly, ATW are Chardan's sister company - they share a co-founder. They are financially motivated to maximise Qumulus' share price. Fourthly, the legal opinion of Fox Rothschild - Qumulus' lawyers - remains absent. It is the only missing exhibit from the most recent S1-A. If Qumulus was genuinely going for a direct listing, why leave out the legal opinion to be filed later down the line, which would mean another round of SEC review and further delay? Take a look at any other direct listing on edgar from the last 18 months - the legal opinion either appears in the original S1 or within 1 or 2 amendments. We are six amendments in and the legal opinion is missing. Why? Because the legal opinion will be different for a reverse merger. Let's move on to SONM. Hindsight is beautiful thing. Admittedly I have not predicted everything perfectly and I don't have a crystal ball. But what I have realised with every filing/event is that things make more and more sense with the benefit of hindsight. I strongly believe the NASDAQ delisting warning was manufactured as a catalyst by Chardan (not that it needed much manufacturing). By manufacturing, I mean delaying the transaction long enough such that an external event - nasdaq's delisting threat - necessitated the transaction. This event provides SONM with the perfect cover to complete the transaction without the accusation that the merger was pre-planned. No SEC lawyer will ever successfully argue that a publicly listed company manufactured its own delisting threat - it would sound utterly ridiculous to any judge. Something similar happened with Movano/Corvex: within 1 week of the NASDAQ delisting warning, they signed an LOI to explore a reverse merger, which completed a few weeks later. The ChEF cancellation was expected - you cannot sign a merger deal while an offering of shares is valid that the merger counter-party has no veto on. This is exactly what happened again in the case of Corvex/Movano. Their S1 says: "We will not sell any Purchase Shares to Chardan without the prior written consent of Corvex (as defined below) prior to the closing of the Merger" Additionally, Chardan cannot have an active ChEF with SONM while advising Qumulus on the merger because there would be a conflict of interest. This was also the case again with Corvex/Movano: "the draft term sheet delivered on June 7, 2025 reflected the parties’ understanding that Chardan had been acting as advisor to each of Rorschach and Sonnet, and that **Chardan intended to resign from the latter engagement** with respect to the Transactions prior to execution of the term sheet. The draft term sheet also anticipated that Sonnet would **reengage Chardan as its advisor with respect to any financing in support of the Transactions**," So the ChEF cancellation had to happen, and it will re-appear in the merger S1 prospectus once the 8k is filed. Now let's talk timelines. We have a hard deadline of 26th September because this is the "public listing date" set out in the ATW convertible note. If Qumulus is not public by then, ATW liquidates Qumulus. They have a gun to their head. And that gun is the direct listing itself - remember what I said about the founders? Now, realistically there is an even sooner deadline: mid-August. There are three converging events pointing to this date: 1) SONM AGM - must be within 13 months of last AGM, which was 18 July last year 2) SONM Q2 results - due 15th August, another quarter of no revenue = death sentence 3) Qumulus Q1 statements - these go stale on 13th August All this means that a shareholder vote must be held by 13th August at the latest. Working backwards, shareholders must have at least 20 days' warning of the vote, and the SEC must have at least 10 days to review the proxy. This puts us at an announcement by Monday 13th July at the absolute latest. However, it leaves no headroom if the SEC has further comments on the prospectus (theoretically it should not if the S1 has been completely derisked & fully reviewed via the direct listing process). It also does not account for the fact that the NASDAQ hearing must likely happen before then. About the NASDAQ hearing panel. If the plan SONM are presenting to Nasdaq is a transformative merger, they need to have 'pro forma' financials that are not stale. Pro forma = as if. In other words, what the financials of the combined company would look like. So in this sense, the Q1 financials we saw this week in the most recent Qumulus S1-A were mandatory, and they are doing well to again get these reviewed by the SEC before the panel happens. All this to say: everything is pointing towards an announcement around end of June/beginning of July. This also coincides with 3 other things we know: 1) The now defunct put option, which had an expiry date of 30 June 2) The QumulusAI roadmap - according to their own tweets, GPU deployment ramps to 9k GPUs in Q3 3) The IXP deployment plan - which begins [by July ](https://www.qumulusai.com/articles/moonshot-and-qumulusai-announce-strategic-agreement-with-connected-nation-internet-exchange-points-to-deploy-a-nationally-distributed-ai-compute-and-internet-exchange-platform)latest according to their own press release I'm not going to sit and pretend like I haven't given 5 or 6 wrong predictions on dates before. But in hindsight, it's easy to see why I was wrong. Someone mentioned earlier in the comments that this path was supposed to be faster and if anything it has been slower. And yes, I was wrong to think they went about it this way because it would be faster. They went about it this way because it was the only way they could do it, and that has meant waiting and putting on a show for the regulators. I should say here that Chardan do not appear to be doing anything illegal by engineering things this way. They just appear to be bending the rules of what is allowed. One final note. I too have wondered if there are other public vehicles that they could pivot to and my search yielded nothing. I screened over 4,000 NASDAQ companies with the following criteria: 1) Under $100 million market cap 2) Trading over $1 dollar 3) US-based (important if they want to chase government contracts, which they do) 4) Under 5 million outstanding shares This screening yielded some 63 companies out of the 4,000+ listed. I then looked at all 63 companies more closely - press releases, filings, financial advisors, the works. None of the companies presented links as strong as SONM, and the few possible candidates (roughly 5) either had issues with their corporate governance, share structure or just bad finances. It's SONM or bust for Qumulus. And bust would be a direct listing. Let's see if everyone involved here - Chardan, Qumulus, SONM, DNA & ATW - hates money. I'm betting on everyone's self interest.

nomadichedgehog

I suspect today's price action is because NASDAQ did not freeze trading as they said they would, meaning SONM did request a hearing by the deadline (29th May) and have likely already submitted a compliance plan in writing. To follow up on what I posted yesterday about the new loan that has been initiated from the [usd.ai](http://usd.ai) facility, I should clarify: the money is "reserved" and a purchase order has been placed. [https://imgur.com/a/tYzrN7B](https://imgur.com/a/tYzrN7B) This means Qumulus have placed their order with the OEM but they haven't actually wired any cash yet - NVIDIA has been working this way for some time with US companies and will accept payment upon delivery. So that means the ATW facility may still be locked and the merger docs are still unsigned. However, the fact Qumulus have gone through with the order purchase that requires the exact amount they will be awarded from ATW when they go public suggests they are 100% confident that they will be a public company soon and will be unlocking those funds. I stand by 8th to 23rd June window.

nomadichedgehog

Following the NASDAQ deficiency notice last night, I want to bring everyone's attention to the Movano/Corvex merger which Chardan also brokered. The parallels are striking. For anyone who has the time and patience, you can read their proxy outlining their negotiations in full [here](https://www.sec.gov/ix?doc=/Archives/edgar/data/1734750/000114036126018404/ny20066593x1_pre14a.htm). The summary is as follows: October 1, 2025: Movano receives Nasdaq deficiency notice for stockholders' equity below $2.5 million. October 7: Chardan hosts introductory call between Movano and Corvex OpCo - SIX DAYS after the deficiency notice. October 9: Board determines pursuit of Corvex transaction is in stockholders' best interest - EIGHT DAYS after the notice. October 10: Chardan circulates draft non-binding LOI - NINE DAYS after the notice. October 13-November 5: Due diligence conducted over roughly three weeks (SONM/Qumulus have already completed this from last year) October 24: Chardan formally engaged as Corvex's financial advisor. DLA Piper sends first draft of Merger Agreement. From deficiency notice to draft merger agreement: 23 days. From deficiency notice to merger announcement: 40 days. This will happen by mid end of JUNE AT THE LATEST!

nomadichedgehog

There's no decision to delist them. NASDAQ issues these "decisions" every day but gives companies the opportunity to present a "plan". The 8-k clearly says SONM intend to request a hearing and present a plan. The plan doesn't have to be actioned. They just have to show that they've got a plan. The NASDAQ doesn't want to delist companies and destroy shareholder value willy-nilly. All that said, I DO believe the merger will close before the hearing. That in itself is the plan. And the convertible note from DNA holdings is enough in any case to bridge the gap if the merger needs more time. As is the ChEF if they need it. They've got options. Qumulus won't give a fuck about this delisting notice. The nasdaq is not going to delist a $2 billion dollar company.

nomadichedgehog

No, but it does confirm we are in the end game. The company was under a delisting notice from August last year and only regained compliance in Jan/Feb this year. They were then told by NASDAQ if 10q showed they were not compliant again with stockholders' equity they would be warned again, which is what happened today. The company has said they will request a hearing, which will happen somewhere from 30 to 60 days from now. At the hearing, they must present a plan. I suspect that plan is the merger. This delisting notice in a way is the perfect cover for SONM. It allows them to argue that the merger was not pre-planned and was reactive to their circumstances. This allows them to avoid 2024 shell designation rules, which stipulate that if you sell your assets as part of a broader plan to merge with another company you must file an S4. But as we know the plan is very much the super 8-k route.

nomadichedgehog

Mulica has finally updated his LinkedIn to reveal his board seat at Qumulus. It indeed confirms that he joined the Qumulus board in August last year: [https://imgur.com/a/ehywXfg](https://imgur.com/a/ehywXfg) He's also replaced the SONM section with DNAX info. Of particular interest is the following line: "DNA X is built to serve as a bridge for institutional digital asset management, backed by public market corporate governance"

nomadichedgehog

The put option has been terminated, which was almost certainly a condition of completing the merger. Chardan/Qumulus/ATW would under no terms agree to closing a PIPE while a put option exists that could strip DNAX away and trigger an event of default under the previous DNA Holdings note. Other than that, the 10-q is largely a nothing burger. The press release, however, is far more interesting. "AI" is mentioned 10 times (and more importantly, for the first time) as part of the company's go-forward strategy. The phrase "decentralised AI" is also used (qumulus AI's business plan). It is clear to me that this language is being used to bridge the company between what it is today and what it will eventually become. It is difficult to say exactly when this will complete. The ATW note demands this is all sorted out by September. Concurrently, SONM is unlikely to survive the next 10-Q (due mid August), as it would have to report zero revenue again. My hope is that the transaction closes in June. However, it would not surprise me if we see another S1-A with Q1 financials, which could drag things out to July. At this point, all the housekeeping appears to be done. Any more S1-As to my mind would surely be overkill, but every filing has proven to make sense in retrospect, so who knows.

nomadichedgehog

Impossible to be riding this out until EOY 2026 because the ATW note demands that Qumulus go public by 26 september - if they don't, ATW can liquidate qumulusai as they have a first priority lien on their assets. Overall, the 10-q was a bit of a nothing burger. Turns out the equity transaction referred tobeing pursued was the new DNA convertible note. The biggest reveal to me is the press release, which not only refers to AI for the first time but mentions it a total of 10 times. It also includes the phrase "decentralised AI": "Having successfully completed a strategic exit from our legacy business, management has made a **deterministic decision** to reallocate our resources into the high-growth, h**igh-margin decentralized AI** and crypto trading sectors" Decentralised AI is the entire QumulusAI business model. This press release creates the bridge between what SONM/DNAX is and what it will become. Question is how long. Hopefully this still closes in June but I won't be surprised if this drags out to July or even early August.

boushieyogurt

NT 10Q dropped for SONM. "The Company has been working diligently to complete the discontinued operations presentation and expects to file the Form 10-Q on or before the fifth calendar day following the prescribed due date."

nomadichedgehog

Qumulus have filed what appears to be their final S1-A. This is the fastest they've ever turned around a round of comments from the SEC - 13 days. Notably, they got it in just in time before their financial statements go stale, which would have meant the SEC would have demanded Q1 statements to review this new filing (thankfully that didn't happen). Once the super 8-k is filed, the merger is immediately effective, and QMLS will have up to 71 days to file its latest financial statements, so the staleness factor is not a concern for the merger. My current expectation is that SONM will file an NT 10Q tomorrow after hours citing the change of accountants as reason for delay and that they need time to familiarise themselves with the books. They'll then file the actual 10Q on Wednesday next week at the last minute as they always do. The 10Q will show distress, zero revenue again and that the company is considering a strategic transaction to protect shareholders. The merger will be painted as "reactive" rather than pre-planned. I would then expect the the merger to complete some time in early to mid June. On a final note, the same exhibits are missing again - the legal opinion and the articles of incorporation (the two things that would be different in the case of a reverse merger).

nomadichedgehog

100%. This S1-A is the final filing, and you can see they squeezed it in at the 11th hour. The SEC would not have reviewed all the latest additions if the statements were stale. As you said, once the super 8-k is filed the merger is immediately effective, and QMLS would have 71 days to provide up to date statements. My current expectation is that SONM will file an NT 10Q tomorrow citing change of accountants as reason for delay. They'll then file the actual 10Q on Wednesday next week. The 10Q will show distress and that the company is considering a strategic transaction to protect shareholders. I would then expect the the merger to complete some time in early to mid June.

BeanCounterGames

Another interesting point based on the new S-1/A filing today - per SEC rules, financial statements in a registration statement (S-1) go stale after 135 days. The Qumulus financials reported are dated 12/31/25, which means after tomorrow they will be considered stale, and Q1 interim financials will need to be included if the S-1 is not effective by then. This will add a ton of additional SEC review and postpone the process multiple weeks. The S-1 being finalized by tomorrow seems very unlikely at this point. If SONM files a Super 8-k, the filing is effective immediately and the q1 financials wouldnt be reviewed until after the fact, which means Qumulus would not need to endure another round of SEC review before going public.

nomadichedgehog

I understand the concern but your interpretation is a surface-level analysis. Baker Tilly are a day-to-day accounting firm that worked for SONM for years and were needed to complete the 2025 financial statements, which have only just been filed. If you spend just 5 minutes looking at the bios of the team working at TAAD, they stacked with reverse merger & IPO specialists. They are not day-to-day business accountants. You also need to understand that the 8-k must give a reason for changing accountants. Even if TAAD were capable of completing the 2025 accounts, if they gave the reason they gave in this 8k (that they need accountants equipped to deal with a merger) back in January then it would have been a huge flag to the SEC that the DNAX acquisition was simply scaffolding and never part of the business plan. I am 100% convinced at this point a merger is coming between now and end of June when the put option expires, with a 90% degree of confidence that the target is QumulusAI.

nomadichedgehog

Today's welcome surprise is that SONM fired their legacy accountants on the grounds that they are not equipped to deal with complex transactions (i.e. reverse mergers). The new accounting company they've hired - TAAD LLP - are specialists in reverse mergers. And the real easter egg: TAAD and Chardan co-sponsored the AI fireside chat at a Puerto Rico event in January, where DNAX/SONM were present. [https://puertorico.srax.com/](https://puertorico.srax.com/) I am bullish

nomadichedgehog

Not sure how it can be an entire year when I only posted about this in September? I understand it may feel like that though. This is dragging on far longer than I had ever anticipated but in hindsight it has all made a lot of sense having watched the dominoes fall. It’s true there have been many false dawns, and I’ve stopped personally committing to any particular date. That said, the longer this drags on the more all the parties in this deal will suffer for it - far more than us. The June put option is looming for SONM, and Qumulus are losing ground in the AI infra race. Chardan’s are losing commission by not utilising the CheF. Value investing is not for the faint hearted. I’ve been in other trades for years before they really paid off big time. In relative terms I actually think this will prove to be fairly short.

nomadichedgehog

Precisely. SONM would be a capital raising vehicle to unlock the [USD.AI](http://USD.AI) facility. As for doot, we've kept in touch. Like many of us, he's frustrated but he says he's holding and he seems to be hopeful.

Total_Western7320

gotcha so shareholders aren't trying to go public to exit - they are trying to go public to get more funding, aka $150m. And SONM is registered to sell up to 500m of shares via Chardan? So if QAI -> SONM they now can sell shares and raise the funds they need to get their GPUs/AI facility? I've followed this for a while - but definitely a novice when it comes to actual business side of investments things. I am curious though, have you talked to detective doot much recently? Or did he get impatient and lose faith?

nomadichedgehog

A direct listing is not the same as an IPO. A direct listing is a liquidity event for shareholders to exit (except shareholders who have more than 10% - they are locked in). You cannot raise money or file an S-3 with the markets for 12 months after you direct list. QumulusAI are a going concern according to their own accountants. They don't have enough cash to survive to the end of the year. The $500 million facility from [USD.AI](http://USD.AI) is for GPUs only and it is a 70% LTV - so they can only access it if they find $150 million. They do not want to IPO because they do not want to give up equity. They have been shopping for a reverse merger since last year's failed attempt to merger with Vincerx. The reason they are bothering with these S1 filings and amendments is because the prospectus that goes into a super 8-k reverse merger is largely the same as the one you would prepare if you were to IPO/direct list. By pre-empting SEC review now, they are weaponising the SEC's own approval against them so that they cannot block the merger once it completes. Usually mergers happen via an S4, but SONM was not able to go down this route as Social Mobile (now called NEXA) did not allow them to link the asset sale to the original RTO (S4) plan. So the only way to de-risk the merger is via S1 and S1-A filings. In the interim, the DNAX crypto platform scaffolding was put in place to avoid shell designation from the SEC/NASDAQ.

Total_Western7320

I agree the QMLS seems confident they will be a public company soon. However isn't that just because they are straight up pursuing a direct listing? Can't they just remove SONM from the equation and direct list? I guess what I am wondering what is the pros and cons of direct listing themselves vs using SONM as a PIPE merger? Why is QAI messing with the S1s the last few months? Why do they need SONM?

nomadichedgehog

Correct. And there's nothing in the allbirds proxy statement indicating that merger or PIPE discussions have taken place with any counter parties. You cannot solicit shareholders to vote for an asset sale and leave out that kind of information. It's the kind of thing you go to jail for. On another note, QumulusAI just put out the PR on the ATW note (signed 26 March, the day before SONM had 1 million spike in volume). This isn't news to us, but the fact they've put it out in a PR is promising because the convertible is tied to Qumulus going public. They cannot access the 45 million without becoming a public company. The timing also coincides with SEC review of the last S1-A - qumulus will have had their comments by now. Finally, they've re-iterated the GPU roadmap, albeit reduced from 23k to 21k GPUs. It does seem like Qumulus are extremely confident they will be a public company soon.

nomadichedgehog

The 10-k says SONM is pursuing an equity transaction. QMLS has submitted what is almost certainly it's final S1-A. I expect the deal to close before 15 May 2026, as there is time pressure on both sides (QMLS financial statements go stale after this date and SONM will struggle to justify its listing if its 10Q shows zero revenue again).

CheekEquivalent1277

After a second look, I don't think that QumulusAI's S-1 SEC approval will take anywhere near another 2 months. The first filing on 12/31 had 34 unique exhibits. After SEC comments, they filed an amended S-1 with 19 more exhibits on 2/13. After more SEC comments, they filed their most recent amended S-1 on 4/7 with only **2 exhibits**. Sources indicate that the SEC issues comments/approval on initial S-1 filings in 30 calendar days, and subsequent filings in 10-16 calendar days. Sources also indicate the average S-1 has 1-3 rounds of comments. Assuming the last two exhibits are approved, QumulusAI's registration statement could be declared effective as soon as April 17 (today) and next Friday. The announcement with SONM should follow immediately after.

nomadichedgehog

Overall today's filing is neutral - it does the job it needs to do, which is keeping SONM alive for another month or so. Busy day and very tired, will post more thoughts tomorrow.

CheekEquivalent1277

This is exactly what is about to happen with DNA X (SONM) with a private company called QumulusAI. They’re even using the SAME placement agent / financial advisor, which is a NY bank called Chardan that specializes in these.

BeanCounterGames

Qumulus also filed a Form D this morning to disclose a $14.5m equity/debt offering from 3/26. Hopefully the purpose of this isnt to buy then enough time to go public without SONM. https://www.sec.gov/Archives/edgar/data/2084026/000143774926012090/xslFormDX01/primary_doc.xml

nomadichedgehog

Nice find. Also lines up with the SONM 10k deadline….

nomadichedgehog

They can’t hint anything. And they can only use the deal as an excuse if it was signed right before 10-k was due. So yes it’s expected, they are buying more time - both Hyperion defi and Movano filed late 10ks, both those deals were brokered by Chardan. That said, unlike those companies, SONM can’t survive beyond the 15 grace period if they don’t file a 10-k. It’s 15 April or bust.

nomadichedgehog

As i just replied elsewhere, they can use Form 12b-25 to notify the SEC that they need more time to complete the 10-k. The SEC will grant them 15 days provided SONM give a valid reason. They have 24 hours from now to use Form 12b-25.

nomadichedgehog

Suffice to say no merger or 10-k news tonight. So where does that leave us? They now have 24 hours to file Form 12b-25, which is the filing for notifying the SEC that the 10k needs more time to prepare and will be delayed. In Form 12b-25, they will have to give reasons why the 10k is delayed, and the SEC will grant them 15 more days to file the 10k. As strange as this may sound, this isn't necessarily bad news - as long as we do actually get the Form 12b-25. That means SONM is just buying more time to complete the merger rather than allowing the company to go delinquent or filing an empty 10k.

Total_Western7320

Pretty sure they have to file their quarterlies by 3/31. We just were hoping for on their quarterly 10k there would also be a 2nd filing about QAI. SONM historically has been timely filing all their quarterly 10ks, so this is abnormal that they havent yet posted it. But then again we are definitely reading into this abnormality as a good thing! if we don't see a 10k today, they likely asked for an extension and get till 4-15.

nomadichedgehog

Whoever is brokering this deal at Chardan must have aged 10 years taking these two horses to water. Astonishing we have no filing again. 10-k deadline is 5.30 pm new york time tomorrow. Only exception would be if SONM filed a notice for a late 10-k, which would typically grant them an additional 15 days if they can provide good reason. Fingers crossed it doesn't come to that.

nomadichedgehog

It's going to print on Monday. Prepare your dopamine receptors. Also, here's a table I made today comparing the Movano/Corvex deal with SONM/QMLS. Both deals brokered by Chardan. The timing symmetry is wild. [https://imgur.com/a/dzWbRpp](https://imgur.com/a/dzWbRpp)

kuracoin

I just had a passing thought the other day — even if they don’t hit that revenue figure in June in that agreement with DNA Holdings, whatever the numbers are, the exchange for shares and the platform just gets reversed right? Why does it matter whether the numbers are hit or not if the supposed sole purpose of the SONM shell is to merge with Qumulus? Who cares if the platform exchange is reversed or not in that event? In fact, isn’t it preferred that it’s reversed so the shares of the now very valuable company are returned?

nomadichedgehog

That is why the AI winners will be those companies using a modular, decentralized model - faster deployment, faster path to revenue and less power strain by distributing power usage over a wider area. If you want to make money on this, look up QumulusAI. They are about to go public via a reverse merger with SONM.

nomadichedgehog

Stock is trading currently at cash value, and that's not counting the $5 million payment SONM is due from Social mobile in June, which would put us closer to $9-$10 regardless of any deal with Qumulus. Until we get a super 8-k the stock we will trade sideways from here mostly based on crypto sentiment (as we are branding as a crypto platform), and crypto is down today. Macro is not helping. My best guess at this point is we get a super 8-k end of the month, as the 10-K that is due 31 March will make it difficult to keep up the crypto smokescreen for much longer if we don't already have a deal signed.

nomadichedgehog

I WAS WRONG. Self reporting no assets is NOT enough to be rendered a shell. You need to have no assets AND no operations, and SONM is still operating a crypto platform. We are safe even in the absence of a super 8-k this week. Next concerning date is indeed the 10k due end of march.

nomadichedgehog

I WAS WRONG. Self reporting no assets is NOT enough to be rendered a shell - you need to have no assets AND no operations and SONM is still operating a crypto platform. We are safe, for now!

nomadichedgehog

I WAS WRONG. Self reporting no assets is NOT enough to be rendered a shell - you also need to have no operations and SONM is still operating a crypto platform. We are safe, for now!

nomadichedgehog

You don't need to fill a form declaring yourself as a shell (e.g. ticking the box on the 10-k) to become a shell. You just need to provide evidence to the SEC that you have no assets, which is exactly what they did yesterday in regard to the DNA transaction. For the SEC now not to flag them, they will need to file a super 8-k proving that they had other assets already on the books (e.g. Qumulus GPUs) before they filed yesterday's 8k-a. That means a deal would've had to have been signed at the latest just before the 8k-a dropped yesterday. If the SEC relied on periodic forms like a 10Q or 10K to declare companies a shell it would mean companies could go 90 days at a time living as a shell and SONM wouldn't have ever needed the DNAX acquisition in the first place (which gave them a 71 day grace period).

BeanCounterGames

Im just a chump trying to learn this as we go, but isnt there a box that SONM would need to check off on the 8K or 10Q that states they meet the definition of a shell company? So it seems like we technically have until the Q1 2026 10Q due date (mid may) to legally become a shell. Let me know if im wrong about this, but seems to me there is still time for hope.

nomadichedgehog

There have been many false dawns since this journey started back in September, but I truly believe this will be my last update on this thread. For those unaware, SONM must file the audited financial statements for the DNAX acquisition (19th December) by Monday 2nd March. But it is now clear to me that SONM never intended to file these statements. The DNAX platform has zero traffic, no privacy policy page, and no terms & conditions when you try to connect your wallet. It is a complete smokescreen, and a very bad one at that. The entire purpose of the DNA acquisition was to buy a 71-day grace period with the SEC where SONM did not have to declare itself as a shell, provided it could close another IPO disclosure-level transaction in that period e.g. a super 8-k which contains full audited accounts for 2-3 years & a 200-page prospectus. The question is now whether that grace period was enough time for SONM and the theorised counter-party to close the deal. It is in this context that I have also realised that the QMLS direct listing was never about separating the hardware and software layers. They may still indeed do that down the line, but the more likely answer is that by filing to direct list, Qumulus was able to derisk its own audited financial statements and prospectus by getting the SEC to pre-review it. Now that the SEC has done that, Qumulus can roll these statements into the SONM PIPE super 8-k, effectively rendering the DNAX acquisition statements meaningless. They will effectively weaponise the regulators' approval to prevent them from shutting down the deal. A super 8-k completely derisks the merger from a Qumulus point of view. Whereas an RTO via an S-4 (as originally planned back in June) would've taken months of SEC comments and a shareholder vote to close the transaction, a super-8k closes the transaction entirely and doesn't need shareholder approval, as the PIPE investors (qumulus) will be issued with series A preferred convertible shares - this is how Chardan always do it. What gives me confidence for Monday is that if SONM didn't have a deal ready to go and were forced to file the bullshit DNAX statements, they would've filed them last night after hours in the hope that the market would forget about it over the weekend. You do not file statements that out yourself as a shell to the market and regulators on a Monday - that would be corporate suicide. This has been a crazy investigation and I never planned on going down such a rabbit hole when SONM first came on to my radar. While there is a non-zero chance this could prove to be a wild goose chase, I somehow really doubt it. Thinking about this from a pure self-interest point of view, every party would lose if this deal doesn't close: 1. SONM would become regulatory purgatory and no one would acquire them for 12 months 2. Chardan, who are not taking a fee and are getting paid in shares, will be stuck with privately valued shares that are pennies in comparison to what they usually get paid for such a deal 3. Qumulus would be unable to execute their 23k roadmap, would complete destroy their "hyperspeed" branding, and would be stuck looking for another public vehicle for another year, or IPO and give up equity they have been hell bent on not giving up. I want to thank everyone for their contributions. I've had a lot of DMs about this trade since I first wrote the proxy statement thesis and have made some real friends along the way. If this does print, you can head over to the new subreddit I made where we can discuss valuations and next steps on the QumulusAI sub (I'm not allowed to link to it here). If it doesn't, let's pretend this all never happened and never speak again. See you all on the other side.

nomadichedgehog

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

nomadichedgehog

No it hasn’t. They’ve just updated the incorporation name and they are a month late. Tap on your position and you’ll see SONM is still the ticker name at the top.

nomadichedgehog

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.

nomadichedgehog

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).

nomadichedgehog

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.

nomadichedgehog

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

nomadichedgehog

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

cameronhak1

If anything, it means that the company operating under the SONM ticker is now fully and solely tied to the DNA X platform business, and will soon be changing the ticker as a result (as indicated in the recent 8-K). As of now we're officially a DeFi business, and even with the pump today I would venture to say that this isn't the full market reaction; once the ticker flips I would think more will jump in. Even if not though, it doesn't matter. This isn't the big news, it's just another domino being set up for the real thesis underlying

nomadichedgehog

This has been the biggest misunderstanding since day 1. The asset sale is for the legacy business, not the ticker - read the definitive agreement. SONM as a brand name cannot possibly be a publically traded company anymore because it no longer owns the IP. That’s why the ticker will soon change to DNAX. Nexa are also on record that they don’t want to go public.

nomadichedgehog

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

nomadichedgehog

Why is SONM, under its new brand name DNA X, the Title sponsor of an event (along with Chardan) where the main panel topic is investing in decentralised AI, and the attendees are family offices and equity funds, on the day the SONM asset sale 8k has to be filed, while Qumulus AI are also attending a parallel event in edge AI attended by 4,000 companies? I've been arguing for the last month that QAI will be leasing their GPUs from SONM by separating the hardware/software layer. So it's also interesting that George Azih is also one of the main speakers at the DNA X event, who is from Atlanta (where QAI HQ is), and is an expert in lease accounting. There is no stretch here. Tuesday is a co-ordinated announcement.

nomadichedgehog

I believe the 30 day period is a Nasdaq requirement. SONM will be subject to a separate legal requirement because they will no longer own the brand name, unless they obtain permission from social mobile to continue using it but I doubt it. Important to remember that DNA X is co sponsoring an event with Chardan on Tuesday in Puerto Rico and the main panel topic is investing in decentralized AI with family offices and funds attending. DNA will want the spotlight and will almost certainly demand the ticker name changes immediately.

nomadichedgehog

SONM will be DNA X as of Tuesday. I expect Mike Mulica to be in Puerto Rico.

Top-Assistant-1255

The "coincidences" during this whole sequence of events are mind boggling. Although I'd feel more confident if one of the SONM board were also involved at one or both of those events.

Top-Assistant-1255

I think you're on to something there - my original post above was already downvoted...must be a few butthurt SONM investors...can't say I blame them. It's been rough since the reverse split. The run we've been on the past couple weeks feels alot more like momentum than coincidence. I'm with you hoping there's some news or catalyst after hours to match and keep it going.

Top-Assistant-1255

My mind is blown that there isn't more recent activity or discussion on this thread outside of a couple of OP's recent posts - SONM is riding a consistent uptrend since the new year and vote. Do we think the market is *finally* waking up??

nomadichedgehog

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.

nomadichedgehog

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

nomadichedgehog

DNA holdings got 200k shares in exchange for giving SONM the DNA X platform and a 1.2 million bridge loan. This deal was done to help SONM keep the lights on, clear toxic debt and prevent SONM being designated as a shell by the SEC, which would have been disastrous. In exchange, DNA Holdings got 200k shares in a company that is about to re-rate as an AI infrastructure company. 200k shares in a company that might re-rate soon to $100 = $20 million. If that isn't profit for brokering a deal I don't know what is. The DNA X platform itself is irrelevant - it's just a temporary placeholder to "prove" to the SEC that there is a line of business in between the asset sale vote happening and the asset sale closing.

nomadichedgehog

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.

kuracoin

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?

nomadichedgehog

RTO isn't happening, as per the title of this post. DNA X can't hit the 600 million volume/1 million revenue/day without the 30% deposit Permian Labs needs to give Qumulus AI the 70% leverage. They cannot wait until SEC approval that would take 3-6 months. Add another 3 months to raise the capital for the B300s and another 3 months for them to deliver and suddenly B300s are irrelevant with NVIDIA rubins delivering in H2 2026. Qumulus AI need to raise cash via the markets immediately - they are running out of time. The only vehicle that is ready to do that is SONM. Predictive Oncology have a lot of Aethir on their books but their filings say don't intend on converting that to any other stablecoins (which would have to happen to buy USDC to then convert and stake USD.AI.)

nomadichedgehog

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

nomadichedgehog

They won't have 15 million after asset sale - only 6 million after they've paid off their debts and paid off the departing execs, with another possible $5 billion in June depending on the performance of SONM products until then. But that's still 6-11 million plus a clean public vehicle that is worth $20 million just for its ticker value. The trading price is incredibly cheap but not surprising at all. Algos have caused a huge sell off but algos only look at keywords, they don't read entire filings and sleuth linkedin accounts. People who bought a rugged phone company are selling up because they didn't sign up for some crypto-looking thing, and people looking to buy into some crypto-looking thing are waiting to see what the actual business. No one is seeing the AI branch at all.

nomadichedgehog

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.

nomadichedgehog

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.

Jolly-Professional57

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

nomadichedgehog

The S1 shelf filed end of September (amended via an S1-A to account for the reverse split) allows SONM to issue 19.4 million shares. Chardan is the underwriter for that facility. The 19.4 million number is not random - it's to mirror the expected cap table i.e. you authorise an amount to dilute that is equal to what already exists. In reality, they won't dilute anywhere near that amount because they are capped at $1 million/day. I expect 6 million shares to be added, max.

nomadichedgehog

It was never a pivot. It was a necessity to get the deal done. It just so happens the DNA X platform will be a useful tool in the tokenization aspect of the GPU fund-raising when it comes to converting stablecoins and wiring those stablecoins. The strategy isn't software only. $SONM will become an AI infrastructure company. The DNA X platform while serving a purpose isn't the end game, it just a means to an end.

nomadichedgehog

To avoid confusion, all my references to the public vehicle/ticker will be $BAGS because the SONM/DNA X references are confusing. No, DNA holdings will not hold 20% of $BAGS because Qumulus AI will be issued with 19.4 million convertible preferred shares in $BAGS in return for QAI assets (GPUs new and old and their power portfolio), diluting DNA Holdings down to 0.9%. Yes they will appoint QAI board members to $BAGS. No they won't rebrand to QAI or similar because Qumulus will do a separate IPO WITHOUT AN UNDERWRITER in 6 months or so where that ticker is asset/debt free and will just have their cloud service collecting revenue on top of the GPU rental fees - just like Applied Digital did this week with EKSO. $BAGS will own the power/hardware. Qumulus will lease GPUs from SONM and wire them 1 million/day in revenue (eventually). In addition to keeping the lights on/avoiding shell status, DNA X platform is needed for the GPU-backed tokenization involving Permian Labs facility and possibly to avoid slippage while converting stable coins. If you need a better idea of what this tokenization process will look like and how it works practically with the GPUs, I recommend watching some interviews on YouTube with Conor Moore (permian labs co-founder).

nomadichedgehog

DNA founder was a long-time investor into SRAX. Once SRAX was failed and on the brink they stepped in to try and save it. It's irrelevant to this transaction. DNA X have exchanged their platform in return for shares in SONM with a put option. SONM mgmt would not have agreed to that put option unless they had good reason to believe they're going to hit the 600 million in transactions and/or 1 million/day in revenue

kuracoin

This is a slightly different topic, so I’m starting a new comment thread. I’m not sure if this could be relevant, but take a look some previous deals between DNA Holdings and SRAX: a purchase agreement in Feb 2023, and a merger agreement in May 2024. The purchase agreement at least, shows some similarities with this most recent acquisition by SONM.

kuracoin

Apologies in advance if this isn't too organized. Is this comment you wrote still going with the idea of the synthetic RTO? This is assuming they have clients lined up to be able to make use of all of those GPUs at max capacity, right? If only for a single day? What about the time to set up/build out the infra for the GPUs itself, not including the time required for the ordering, shipment, etc? Is the DEX just an excuse for SONM to have a business then, in your thesis? If this is the case, how is DNA X going to be the beneficiary of that revenue (to fulfill one of the two milestone requirements per the acquisition terms) coming from the GPUs if Qumulus is the one getting that revenue? Would the DEX play a part at all here? After having written all of this out, I'm guessing you're anticipating Qumulus coming in to still use this new DNA X company to go public, but changing the name and ticker to something of their own? But then what about the DEX, the terms of the acquisition with its one of two conditions? I guess my questions about clients, max capacity, ordering, shipment and build out still stand. I feel like if you're going for the synth RTO, it doesn't really matter whether the DNA X DEX business is given back to DNA Holdings or not. Why does Qumulus need DNA X (the business) anything to perform their transactions? I feel like the only way the RTO thesis makes sense is if this most recent deal for the DEX is really just for a placeholder for SONM. But if that's the case, then the $600m volume/$1m revenue a day thing doesn't matter?

nomadichedgehog

Couldn't sleep so got up so I could reply to you. Looks like you're new to this entire play which is extremely long and complicated (has been dragging out for 6 months) but can see you have an interest in crypto so I'm guessing this came on to your radar today. SONM is a dead phone company as explained in the post. Qumulus AI is a rumoured target some of us suspect they want to merge with to monetise the ticker. QAI sells compute as a service. If you look at the SONM proxy filing from November, it states that the LOI signed with Party X suggested combining a crypto treasury strategy with the company's AI expertise. DNA X is that crypto treasury and it serves 3 important functions. Firstly, it buys time for SONM to complete the asset sale ($1.2 million bridge loan). Secondly, it provides a small but real operating business to avoid shell status from the SEC. And finally, it provides the RWA origination platform that Qumulus AI will be using for their GPUs. If you haven't looked into it already, Qumulus AI have a 70% loan-to-value $500 million facility with Permian Labs where they effectively borrow stablecoins and use their GPUs as collateral by tokenizing them. The other 30% will presumably come from the SONM public vehicle. The overall flow will look something like this: * DNA X orders $600M worth of GPUs from Nvidia * DNA X sends the invoice + serial numbers from Nvidia to Permian. * Permian's smart contract mints the GPUs and keeps the NFTs as collateral * Once the NFT is minted and locked, Permian releases the stablecoins (loan) back to Qumulus/Sonim/DNA X (whatever the public vehicle is called). * Paypal (see reply to other comment) converts those stablecoins into fiat/US dollars without slippage * DNA X pays NVIDIA As for the numbers, the DNA filing says they have to do $600 million in volume OR 1 million/day in revenue (just once) by end of June 2026. If you think about these numbers in terms of GPUs, thinks align quite nicely. NVIDIA's latest blackwell 300s, which everyone wants/is switching to are worth $50,000 each, so if you have $600 million worth of B300s then you have 12,000 B300s. Qumulus AI are on public record that they charge $3.50/hour for a B300. Well..... 12,000 x $3.50 x 24 = $1 million revenue/day. On the nose. These figures line up way too neatly, and Qumulus have the MW portfolio to support this amount of GPUs. In terms of valuation, that translates to a company worth 3 to 10 billion by June 2026.

kuracoin

I looked a bit more into DNA X and what I found just on the surface is super strange to me. This isn't an attempt to make any definitive judgment, I'm just laying out the findings and my first impressions. This platform has supposedly only been running for a month, there's been a tiny fanfare with an announcement on their main X account and the dedicated X account of the exchange itself. Why would ownership of the platform suddenly be transferred to a no-name company like SONM? At first glance, the exchange isn't anything special. It's mostly just a white label re-skin of an existing DEX (decentralized exchange), carbondefi.xyz. But there is already 5m of liquidity locked, which is kind of impressive, I guess, for something that is super obscure. But still, it's...nothing really all that special? Also, there is no information on what exactly was transferred over. Is there a dev team? Who's overseeing the development of the platform? I don't imagine any of the existing board members on SONM are qualified to manage this new acquisition. It would have to be that single person who may be appointed by DNA at some point. As for the thesis that's been leaned into up until this point with Qumulus, that makes things even more confusing, if it's still something being considered. At face value, this is simply a tiny white label DEX (started by an arguably large, reputable organization in the crypto space) that has been handed to a random public company that pretty much has no business running one. All of that is to say, all of this makes no sense to me and either this is one of the weirdest big brain plays of all time, or a total dud. Kind of concerning if I'm being honest but too curious to see how it plays out to sit this one out.

nomadichedgehog

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.

nomadichedgehog

The ticker had to change because Social Mobile are acquiring the SONM brand/trademark. They wouldn't be legally allowed to use it. So I wouldn't read anything into the actual ticker change to DNA X - they had to pick something so it may as well have been $BAGS (to represent their current legacy shareholders). There's also a Nasdaq listing rule that requires a company's symbol and name accurately reflect its business to prevent investor confusion. So this is all above board and to be expected. What is more confusing is the press release today saying they planned on focusing on DNA X "exclusively". I'm hoping that's just smoke and mirrors.

nomadichedgehog

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".

icecream_sandwich10

I don't really understand the reason for rebranding as DNAX though if the goal was to RTO Qumulus. Could it be that the asset sale also prevents them from operating as SONM and so they need something for the interim? Feels like that would've been mentioned if it were the case.

wowthatisOP

I agree with your notion that it seems like the right time to load up the boats. The way things are at currently, it almost feels like a done deal. (Same sentiment in the last paragraph of another comment in this thread: https://www.reddit.com/r/smallstreetbets/s/LAGCosHpyG ) But yeah I added some more shares yesterday & today but im basically out of powder now as well. Ive got some other positions i could trim to add more, but I’m not sure if im that confident. And i’d be overextending this position based on what I had planned for originally so im still considering. Shares below $3 are hard to pass though… if it keeps going down the next couple days, I probably will trim others to add more SONM

nomadichedgehog

Awesome stuff. I was just looking more into DNA. They are most definitely the crypto treasury arm of the collaborative strategy mentioned with the AI expertise (Qumulus ai) in the proxy. If you look at this tweet you’ll see they are hyping up decentralized financing/tokenization as the next big thing for AI and capital markets: https://x.com/ThisIsDNA/status/2003535536074424525?s=20 And yes, they prevent SONM from becoming a shell and effectively guarantee tomorrow’s vote.

nomadichedgehog

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.

favorite_time_of_day

I've got a few shares in SONM, and they're current courting a buyout. I'm wondering what this means for me, functionally. What happens to my stock if they're bought out? Is there anything I need to do? Is there a rule for this, or is it case by case?

nomadichedgehog

DNA X (the crypto-treasury protocol SONM just acquired to process the Qumulus AI GPU purchases) was issued over 200k shares last week, so there has been dilution. Not sure where you're seeing 500k new shares?

nomadichedgehog

While it looks bizarre it was more or less expected. The proxy in November specifically said: " \[Party X\] proposed a ***collaborative*** structure combining its AI expertise **WITH** a crypto treasury strategy" QAI is the AI expertise. DNA ventures is the crypto treasury strategy. In the short term DNA serves 3 important purposes: a) They are an insurance policy for the asset sale vote b) They are an operating business and therefore prevent SONM from becoming a shell c) They are putting up money to keep the lights on It's unclear if DNA's role will be long term, but for now they are the stepping stone to enable QAI to enter the game. There is an argument that DNA's role could be longer term and perhaps SONM ends up being a finance wrapper for QAI GPUs but we will have to wait and see. Either way I don't see how QAI doesn't eventually acquire a significant portion of SONM.

MtGloomy0420

We shall see …. about two of those! ;) $IVP and $SONM come to mind. How about $ICU?

nomadichedgehog

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.

nomadichedgehog

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.

nomadichedgehog

The predictions made both myself and doot were based on the information we had at the time. SONM did not make it public that they had pivoted from an S4 RTO to a synthetic RTO. If you can’t appreciate how that affects the timing of filings and how the transaction unfolds you can’t be helped. The 8k has to be filed within 4 days of the shareholder vote, and the shareholder vote must happen before 13th January.

nomadichedgehog

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.

detectivedoot

I’m still holding and life sucks. The qumulus merger is still def happening IMO. If the acquisition doesn’t happen, at least SONM is a clean shell and will become a btc treasury or some shit and I’ll have an exit.

nomadichedgehog

"Morcos said the plan is to acquire Sonim, a public company, and take it private. " The journalist is paraphrasing here, and clearly has misunderstood the transaction. SONM's press release clearly differentiates with the asset sale and monetizing the ticker. It is no wonder the market is asleep at the wheel. That's promising though that he said weeks, not months

nomadichedgehog

To anyone still following, this is definitely happening. [Q3 results](https://www.newsfilecorp.com/release/272694) from SONM: *"These costs ... position us to complete key* ***transactions*** *and unlock future value. We remain focused on exploring* ***strategic opportunities*** *to monetize our Nasdaq listing and* ***maximizing shareholder value****"* TRANSACTIONS = PLURAL = LEGACY ASSET SALE & RTO Also: *"We remain committed to building on this momentum and delivering value to stockholders in the fourth quarter."* FOURTH QUARTER = SOON I believe what is holding up the deal now is twofold: the finalisation of the asset sale and the letter of compliance from NASDAQ now that the RSS has taken place. SONM needs to trade for 10 days over $1 for this letter to be issued. That then means the SEC doesn't flag the non-compliance when the S4 drops. My hope is that we will finally get the S4 circa 10th-12th November.

Money-Recording4445

What’s your thoughts for SONM still. Ive held with about 1,000 invested before the split. My shares were converted post split. The stock price has continued to slide but there is only one option left for the company, to RTO to a company wanting to get listed. I think it may take up to a year for something to be announced and occur because from what I see, they are finalizing the sale of the assets. What are you doing, what are your thoughts, how much do you have and are you buying more?

Money-Recording4445

What’s your thoughts for SONM still. Ive held with about 1,000 invested before the split. My shares were converted post split. The stock price has continued to slide but there is only one option left for the company, to RTO to a company wanting to get listed. I think it may take up to a year for something to be announced and occur because from what I see, they are finalizing the sale of the assets. What are you doing, what are your thoughts, how much do you have and are you buying more?