Hacker News Reader

Comment by chrisgd | Hacker News Reader

I don’t know enough about online gaming in Asia to be informed, though some of it looks suspicious. The Iran talking point is strange-They discovered it, shut it down and moved on it seems. The talking points of selling shares is stupid-that is the point of being public so you can start selling stock. And transferring shares to a trust doesn’t relieve the trust of public reporting requirements when the insider is still responsible for the trust. Valuations for a lot of companies are strange but being valued at 2x a peer when it has agreements with the NFL is not absurd.

View on HN

> And transferring shares to a trust doesn’t relieve the trust of public reporting requirements when the insider is still responsible for the trust.

It looks like TFA author is correct that they structured the transfer specifically to avoid Meckenzie or the trust falling within the definition of “beneficial ownership” that would trigger a 13D reporting obligation and since they transferred 0.7% of outstanding shares (less than 1% with a bit of wiggle room for market movement) I’m assuming the shares were transferred to an irrevocable trust so they’d be outside the scope of Form 4 unless he’s serving as trustee which is unlikely (although, not entirely impossible) judging by the way the disclosure is phrased in his SEC filing:

> On May 26, 2021, Mr. Meckenzie transferred his beneficial interest in 19,075,875 shares of Common Stock (the “Shares”) for no consideration to a trust for the benefit of his spouse and children and remoter issue and for which an independent trustee has been appointed (the “Trust”), and the Trust immediately transferred the Shares to a company (the “Company”) wholly-owned by the Trust (the “Transfers”). Mr. Meckenzie does not exercise voting or dispositive power over the Shares or have a right to reacquire the Shares. As a result of the Transfers, Mr. Meckenzie no longer has or shares, directly or indirectly, voting or investment power over the Shares.

If he’s acting as co-trustee alongside an independent trustee and phrasing it in such a way to insinuate he’s not at all involved that would be very shady indeed.

Aren't SPACs just nonoperating shell companies that own only cash? I thought the whole point of them was to be allowed to disclose nothing and report nothing.

In the merger process, the target can issue more information and forward projections. In an IPO, you cannot issue forward projections. The point of the SPAC is to take companies public that are more forward oriented. As they are learning though, it is hard to be a publicly traded company. You still have to comply with regular SEC requirements once the merger is complete.

Hindenburg got a decent hit with Nikola, they have to keep constantly producing those or their business will vanish very rapidly.

It frequently happens with short-focused groups. There are dramatically fewer hits to be had on the short side of the sort like Nikola, than there are hits to be had on the long side (you could have practically closed your eyes and tossed darts at cloud stocks and hit homerun after homerun after homerun for the past decade). Inevitably short groups get desperate and overreach, constantly walking the line between revealing something legitimately suspicious and conjuring a fake short tale (they do that through blending the story, one part something bad, three or four parts bull, and the one bad thing is meant to fool people into believing it's all super bad). Which isn't to suggest that shorts are any worse than lying pumpers / bulls that blast positive propaganda all over the Internet, rather, it's that there are always far fewer short homeruns to be had inherently (outside of comprehensive black swan events like the banking & housing crisis). As such the shorts are stuck in a far more difficult segment with fewer legitimate targets, and I think it pushes them toward desperation more often than almost anywhere else (perhaps outside of penny stock pumpers).

Reply on news.ycombinator.com