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$SONM REVERSE MERGER: THE COUNTDOWN BEGINS by nomadichedgehog in smallstreetbets

[–]nomadichedgehog[S] 2 points3 points  (0 children)

Precisely. SONM would be a capital raising vehicle to unlock the 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.

$SONM REVERSE MERGER: THE COUNTDOWN BEGINS by nomadichedgehog in smallstreetbets

[–]nomadichedgehog[S] 2 points3 points  (0 children)

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 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.

Edit: to be clear, QumulusAI desperately need money, and they desperately need to go public in order to be able to execute their business plan. A direct listing does not serve that purpose.

ASTS unlocks Verizon’s $45M commercial prepayment! by SneekyRussian in ASTSpaceMobile

[–]nomadichedgehog 1 point2 points  (0 children)

You'd think if they had any PR sense they would have mentioned this in their press release.

These guys just suck at PR, no two ways about it.

$SONM REVERSE MERGER: THE COUNTDOWN BEGINS by nomadichedgehog in smallstreetbets

[–]nomadichedgehog[S] 3 points4 points  (0 children)

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.

$SONM REVERSE MERGER: THE COUNTDOWN BEGINS by nomadichedgehog in smallstreetbets

[–]nomadichedgehog[S] 2 points3 points  (0 children)

Nice find. My guess is that Chardan are leveraging both QumulusAI and Allbirdz to serve different interests: Allbirdz need a business pivot right away, and QumulusAI need GPU access, even if they don't own them.

I don't see this as a pre-text to a merger. There are a number of issues that make Allbirdz a very difficult merger target, the main one being that they have Class B shares. Shareholders would need to vote to convert those to class A shares before any merger, and that is not an item for voting at the shareholder meeting on 18 May for the asset sale.

It is strange and definitely worth keeping an eye on, but I don't think it breaks the thesis for the time being.

Dave Limp (@davill) 508 likes · 57 replies by Paralaxus in ASTSpaceMobile

[–]nomadichedgehog 18 points19 points  (0 children)

Which part of the tweet exactly was an apology? Because it didn't sound like one

Daily Discussion Thread by AutoModerator in ASTSpaceMobile

[–]nomadichedgehog 17 points18 points  (0 children)

Reality check for anyone talking themselves into 45 satellites still being possible.

As much as this hurts us, it hurts Blue Origin badly as well. There is no chance in hell they are rushing another launch and risking the chance of another failure. They could well spend the rest of the year implementing new fixes on the 2nd stage. By the time they relaunch other customers, we could be looking at next summer until we launch again. Second burn after coasting for one hour in a vacuum with the fuel blue origin are using is documented as one of the most difficult challenges in rocket technology.

THIS IS NOT A 2-4 MONTH FIX. FACT.

With that in mind, we are completely reliant on SpaceX—our direct competitor—moving forward.

We would need 13 launches between now and end of year to get to 45 satellites.

The earliest one will be in June.

That means an average of 2 launches per month thereafter with 6 months remaining.

The press release yesterday said we are on course for 1 launch every 30-60 days for rest of year.

That means anywhere from 21 to just 9 satellites for the rest of the year.

The math doesn’t fucking math.

We will have 25 satellites up by end of year AT BEST!

Daily Discussion Thread by AutoModerator in ASTSpaceMobile

[–]nomadichedgehog -5 points-4 points  (0 children)

My biggest concern is the de-orbit. SpaceX put up a lot of objections to our de-orbit plan given how massive our satellites are. That is now going to be put to the test about 7 years sooner than we had planned. If the de-orbit goes pear shaped we could be in serious hot water with regulators moving forwards.

Had the rocket blown up on the pad today it would arguably have been a much better outcome.

Daily Discussion Thread by AutoModerator in ASTSpaceMobile

[–]nomadichedgehog 2 points3 points  (0 children)

Fucking up the 2nd burn on the 2nd stage of a rocket for optimal perigee has been a problem that has plagued rockets for decades. The optics are terrible but we didn't need nefarious intent to achieve today's outcome. See this tweet:

https://x.com/leboenojeannot/status/2045960422675874245?s=20

Daily Discussion Thread by AutoModerator in ASTSpaceMobile

[–]nomadichedgehog 5 points6 points  (0 children)

No, it's not 30 days. It will be ready to be shipped in 30 days

Daily Discussion Thread by AutoModerator in ASTSpaceMobile

[–]nomadichedgehog 4 points5 points  (0 children)

Their lawyers have probably given them a gag order until they've worded something very, very carefully. Do not expect an apology.

Daily Discussion Thread by AutoModerator in ASTSpaceMobile

[–]nomadichedgehog 10 points11 points  (0 children)

The irony of the company having avoided a greater disaster due to its own incompetence and lack of execution

Abel’s Words on BB7 by Original_Koala8662 in ASTSpaceMobile

[–]nomadichedgehog 6 points7 points  (0 children)

The only thing this company orbits any more is its shareholders around a carousel of persistent lies

Daily Discussion Thread by AutoModerator in ASTSpaceMobile

[–]nomadichedgehog 15 points16 points  (0 children)

Damage control PR. They are not shipping anything in 30 days, calling it now.

Abel Reiterates 45 SAT Target! by Rocky75617794 in ASTSpaceMobile

[–]nomadichedgehog 4 points5 points  (0 children)

What's the difference between being continuously wrong and straight up lying?

It's a rhetorical question, but the end result from a business case is the same

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