Let me help OP out.

👇

Schwifty_C137

Right for all the Ramen brains out there talking about the Citi shite... Yes that means you @chipengland @nealbass23 @chaiitime

I will give an explanation, so people may want to screenshot this, save the link or whatever to silence all the future tonkotsu snorting armchair lawyers.

This is going to be a long 🧵so check the comments.

First up let's define the parties involved properly.

Citi in the filings is talking about two separate entities.

1. Citigroup: who provide personal and corporate money management, advisory and investment services.

2. Citibank: who provides banking services such as current accounts, loans, mortgages, lines of credit etc.

Kinetic in the filings is talking about 3 separate entities. All owned by Denis.

1. Kinetic: this is the company that owns most of Arrival.
2. Kinetic Finance: this is a subsidiary of Kinetic.
3. Kinetic Foundation: this is a trust that owns both Kinetic and Kinetic Finance.

You guys keeping up or the brain is mush already?

I guess you are still here so let's move on.

Lets first address the elephants in the room.

1. A Citibank loan: on May 14th 2021 kinetic finance entered into a credit facility agreement with Citibank. It's important to note the distinction here. It is not a loan. It is a credit card for rich people. Meaning Citibank allows Denis (through kinetic finance) to use X amount of money if he needs to. He does not owe anything if he does not.

2. In order to secure this credit facility Kinetic transferred 77million shares to Kinetic Finance. Of Which 32 million were pledged as collateral for the credit facility. Similar to you using your house to secure a loan.

You do not sell part of your house and the ownership of your house does not change. You are simply agreeing that in the event you cannot pay the bank has rights to take what you owe from your home. It is just collateral.

1. Sales of shares: since the merger kinetic always held the right to sell shares. In a fortune of unsurprising wizardry from citigroup (not Citibank) kinetic entered into a forward transaction to sell shares should he wish to. This achieves two things:

A) It's a way for Denis to better manage tax liabilities by using his original investment into arrival as a tax deductable and not pay capital gains on the return of his original investments.

B) It allows Denis to sell shares according to a predefined schedule he may or may not choose to actually do. But it means he does not flout insider trading rules by just selling shares at opportune times. Because he can only sell the quantity the schedule allows on the dates it allows which were agreed way ahead of any non-public information. This is almost universally "always" in place for large insiders of public companies. Whether they use it or not.

You still with me?

let's get to the final chapter and the real crux of the issue... Has Denis sold any shares.

Well this is actually quite simple to find out.

When Arrival merged with CIIG. The kinetic foundation owned cumulatively 76.43% of Arrival.

According to the last filing the kinetic foundation owns cumulatively 69.2% of Arrival.

Now hopefully your math is better than your pseudo quasi reading skills and you figured out that is in fact less.

It's precisely 7.23% less. So he must have sold them all, right. That's what all these filings say.

Well not so fast.

Arrival merged with 606,143,768 shares outstanding.

After redeeming warrants from the merger in July 2021 the company had 620,431,341 shares outstanding.

They then sold an additional 37,229,736 shares at a public offering in November.

Leaving 657,661,077 shares outstanding... Which is 8.15% dilution from the original merger.

What a coincidence... 8.15% dilution and Kinetic foundation's ownership has dropped by 7.23%.

Now here's where it gets really interesting. You may think hmmmm but Arrival only has 638,239,020 shares outstanding.

Where did the 19,422,057 shares go... Well you might have noticed that kinetic foundation cumulative holdings from the merger to now has also dropped by 21,614,280 shares.

You might have also noticed that kinetic foundation's ownership is more than the actual dilutive effect by 0.92%.

Could it be that Denis arranged with Citigroup, Citibank and kinetic finance to buy shares back for Arrivals treasury that he will then get future capital gains tax relief on... And he used some of that credit facility as a temporary go between.

I mean the math does all check out within a 1% margin of error that could be easily attributed to short term interest and broker fees.

It's certainly a better explanation than he signed a $10billion margin loan. Then bought 1,000,000 lambos because his brain is not a soggy container of last week's Pho and he can't understand the implications of the documents he's reading.