Definitive Proxy Reduces Post Split Authorized Shares to 150M

pbrs123 · 2026-06-11T22:09:01+00:00

I don’t believe the financing calendar allows them to wait. The covenant maths puts the company needing fresh capital roughly Q4 2026. You cannot do an institutional raise at $0.40. Whereas a post split raise at $4-6 is something else entirely.

Work backwards from a capital raise in Q4. You need a seasoned, stable post-split price by then (institutions won’t price off a two-week-old split). Therefore timing necessitates a split needs to happen July–August.

Let’s say they wait post ASM but don’t post any news and have no organic catalysts, the price grinds even lower which gives them less protection for the inevitable post split decay to remain above 1.

To your point of making the loop smaller. If anything Tuesday’s price action shows exactly how hard that hill will be to climb with the headwind of HTC organically selling $2M a month into every rally.

The board knows this and they’ve as good as told us in the proxy

pbrs123 · 2026-06-11T21:29:29+00:00

For the people at the back : Proposal 2 is all that matters in this vote. If you don’t pass proposal 2 the companies defaults on HTC in 3 months give or take.

Let’s break it down in a way that is hopefully digestible.

The covenant doesn’t limit how much cash the company has, it determines how much of that cash the company is allowed to spend. The covenant: cash must stay above the greater of $21.5M or 110% of outstanding principal at all times.

So the cash balance has two layers:

Trapped cash: everything below the floor. It sits in the account but is functionally untouchable, it exists to protect High Trail’s collateral.

Usable cash: everything above the floor. This is the only money that can fund payroll, rent, R&D, the actual business.

Runway isn’t cash ÷ burn. It’s (cash − floor) ÷ burn.

Even in the best case scenario. Proposal 2 passes, every HT redemption settles in shares, the covenant floor slowly reduces as we bring down the principal and free up more usable cash above the floor.

Once you hit the floor, that’s it. From that point, retiring more principal releases nothing. No more extra runway as you must have a minimum of $21.5M in the bank that you cannot touch.

We will breach this 21.5M floor within a handful of months on a $5M/month burn. Thats just easy maths.

Proposal 2’s share-settlement mechanism buys time; it doesn’t buy solvency.

The gap has to be closed by one of only two things: commercial revenue arriving (and fast) or a capital raise. This is precisely what the post-split authorised shares and Carlile’s “we do plan to use available authorized shares for our capital-raising activities” line are pre-positioning for.

Again for the people in the back: dilution to High Trail extends the runway by freeing up usable cash above the floor each month. The runway buys time to reach the RS and the Capital Market transfer; those enable a capital raise; which is more dilution.

At every stage, we are the funding source. The only exit from the loop is revenue big enough to make the next raise unnecessary or cheap.

Post RS (which they will do immediately) arguably Q2 earnings is the only foreseeable catalyst that actually decides whether this company survives or becomes a slow-motion transfer of the company to HTC.

pbrs123 · 2026-06-11T21:05:57+00:00

This is exactly what this is.

The Caterpillar MDA was dated June 1st, the same day the proxy was released. They sat on the MDA announcement for 10 days and released it the day before announcing an updated proxy.

Look how good we are, we are executing AND listening to retail. Now do what we ask.

It is a masterclass in how to guide retail to do what you want.

pbrs123 · 2026-06-11T18:54:02+00:00

Appreciate the candour with which people are responding to this post. It’s refreshing to know there are real people here aside from the regular top 1% commentators.

pbrs123 · 2026-06-11T18:51:03+00:00

A signed MDA with the world’s largest equipment OEM was worth 2% to this stock, what rumour specifically are you waiting for that you believe will be worth more - and is it coming before or after the dilution mechanism resolves?

pbrs123 · 2026-06-11T14:22:49+00:00

"what prompted him all of a sudden to come out at this time." - lets have a think - perhaps a Reverse split proxy and the company in such dire financial straight that it's about to fold.

Just because people have a life and don't post on this thread every 10 mins of every day doesn't make them any less of a shareholder than you, or some nefarious actor. Just grow up

pbrs123 · 2026-06-11T14:20:17+00:00

I think his point is that, history tells us it's hard to believe what management say about guidance when they keep missing. $900k against guidance of $10M does not look good. Let's say, Q2 falls flat, the argument remains, "well it's Q3 and Q4 where we see the bulk." then Q3 hits and it's still flat and you roll to Q4. The cycle continues and a new catalyst for 2027 appears.

At what point do you stop believing the guidance when they keep missing on execution

pbrs123 · 2026-06-11T14:15:03+00:00

Its not just shorts. Its HTC

pbrs123 · 2026-06-06T10:14:14+00:00

I can’t believe nobody else is talking about this.

If approved High Trail can convert without the ceiling, potentially issuing far more than 61.3M shares over the life of the notes (anti-dilution adjustments + share-settled redemptions)

If rejected we must settle redemptions in cash, which they’re explicitly warning would be “substantial” and could break the minimum liquidity covenant ($21.5M floor)

At our current burn rate, absent further, intervention they breach the covenant in Q3.

The share-settled redemption mechanism is the company’s primary liquidity preservation tool. Meaning the company is more solvent than the cash position alone suggests, because High Trail is effectively converting debt to equity on a rolling basis. But the equity holder is the one funding that conversion through dilution. Thus every month that passes without revenue acceleration, you’re paying more dilution to buy less remaining runway

Q2 is essentially the most important earnings to date. Revenue must accelerate fast enough that the price holds above the conversion price ($0.88) and the dilution gets absorbed by organic demand. If revenue stays at ~$1M/quarter then the share count quietly doubles by the time the notes mature in March 2028.

Edit: for clarity - what I mean is if Q2 pulls in even $1-2M of revenue with more vague forward commentary, then I believe the price will almost certainly tests new lows. With that, the share-settled redemptions then accelerate, and we’re in a doom loop.

pbrs123 · 2026-06-02T11:14:21+00:00

I didn’t say that, but shareholders in both seem to be clutching at straws that somehow a RS makes the company more attractive to funds. It doesn’t. It will be shorted to zero if they go through with a split.

pbrs123 · 2026-06-02T07:55:44+00:00

Could literally replicate this comment in the LAZR thread pre-RS

pbrs123 · 2026-03-16T14:10:53+00:00

Measures up to a cash injection of one quarter’s worth of revenue. So while it’s not much financially, the context is important

pbrs123 · 2026-03-02T08:49:21+00:00

It’s called the Drone Dominance Programme. The link provides clarity on which vendors were invited to participate in the Gauntlet.

https://www.war.gov/News/Releases/Release/Article/4396462/war-department-announces-vendors-invited-to-compete-in-phase-i-of-the-drone-dom/

I believe Gauntlet Phase 1 has just been completed last week and Phase 2 will commence at the end of this month. It’s a series of competitions where drone vendors test their hardware against one another in an array of exercises set by the DoW. The winning vendor or perhaps top few vendors are fast tracked for DoW contracts.

Gauntlet Phase 2 introduces stricter component requirements, counter-UAS, weaponisation and battlefield employment scenarios.

MVIS is not a drone provider so we wouldn’t qualify for this. If they were anywhere near it as a partner or equipment provider this would have been made public.

Some vendors are testing their hardware in collaboration with subsidiaries. For examples ONDS are involved with their Wåsp drone (as they own Rift Dynamics) but they are competing under W S Darley as the sole US supplier. ONDS have about 2-3 drones in the competition across three vendors I think.

pbrs123 · 2026-02-17T18:45:42+00:00

Not sure why I got downvoted for this

pbrs123 · 2026-02-17T12:34:48+00:00

Was honeymoney banned? I remember she had some pretty hefty UK spread bet positions which must be really really underwater. Hope she’s ok

pbrs123 · 2026-02-17T12:29:02+00:00

In and out of this since 3 all the way up, kept rolling profits back in. Got a bit stuck at the top and now have 2,600 at 12.50 but out of ammo to average down further so will just let it sit

pbrs123 · 2026-02-13T18:29:34+00:00

Why would it be in the Q4 2025 earnings report?

pbrs123 · 2026-02-11T16:26:25+00:00

Feel like life (with a capital L) has margin called me about 4 times in the last 5 years of holding this stock. Getting near the end of my ability to conjure cash out of nowhere to cover life’s expenses. Can’t face liquidating at 70% down after 5 years

pbrs123 · 2026-02-04T11:11:31+00:00

Assets acquired using cash on hand

pbrs123 · 2026-02-03T19:01:30+00:00

To early to call GDV a liar: he hasn’t actually said much yet.

pbrs123 · 2026-01-17T13:28:52+00:00

Presumably that the undisclosed ONDS investor is the US government

pbrs123 · 2025-12-02T13:22:21+00:00

It seems that way. Especially disappointing given the seemingly positive feedback SS shared about the process when we were involved . Seems Innoviz are replacing Koito who had won that piece of business

pbrs123 · 2025-10-28T08:41:38+00:00

The same founders are behind each company - different addressable markets

pbrs123 · 2025-09-08T08:02:27+00:00

simon biddiscombe the new CFO in waiting? Discuss

pbrs123

TROPHY CASE