Ethermonk 📿

I just sold all my $DGXX. I am shocked and completely blindsided by the announcement that USDC is getting spun off in the way it is. Outside investors paid $800,000 for 3.2 million shares of Preferred Stock (valuing the shares at roughly $0.25 each). Meanwhile, DGXX insiders were handed 10.2 million shares of Common Stock simply "in exchange for services." Alone, not THAT problematic. You must incentivise Hans and co. DGXX retains a "majority" (over 50%) of the equity. To maintain 50.1% ownership against the 13.4 million shares now held by insiders and preferred investors, DGXX likely holds around 13.5 million shares. This means out of a roughly ~27 million total share count, insiders just awarded themselves roughly 37% of the new AI company for zero cash. ARE YOU KIDDING ME. DGXX shareholders effectively just paid for the ARMS platform's R&D, only to have nearly 40% of its future upside handed to management for "services." DGXX shareholders ate 50%+ dilution in the last 5-6 months, paid millions for capex, salaries, bonuses… to be given 50% of something we thought we owned? By spinning the ARMS Platform into US Data Centers as a whole separate company, DGXX is stripped of the high growth, high-margin, AI intellectual property out of the public company. We are losing direct ownership of the modular AI hardware story. That’s not even the worst part. I could forgive all of that. I really could. But what i can’t forgive is management backdooring the entire thing.. with ZERO shareholder approval. If you look closely at the Forward-Looking Statements at the very end of the release, the company quietly discloses a massive risk factor: "the Company's lack of voting control over USDC." Even though DGXX owns over 50% of the economic equity in USDC right now, the corporate structuring (likely through the Preferred Shares or special voting rights attached to the Insider shares) means DGXX shareholders have zero control over what USDC does next. Management and Hans Vestberg can now run USDC entirely as a private entity, raising more capital and diluting DGXX's 50% stake further, without needing our vote. Our shareholder protections were completely violated. Because giving 10.2 million shares to insiders is a "Related Party Transaction," it normally requires minority shareholder approval and a formal independent valuation under Canadian securities law (MI 61-101). HOWEVER 1) The board explicitly bypassed asking shareholders for permission by claiming the exemption that the deal was "under 25% of the company's market capitalization." 2) They also skipped the mandatory 21-day advance warning for a material change report to push the deal through "in an expeditious manner." They intentionally rushed this so shareholders couldn't object. This is a deal breaker for me. Each issue alone is manageable. I understand incentivising Hans & Co, I understand private market valuations, I understand proper spin-offs. But all together, this thing reeks of red flags and insider enrichment. Why wouldn’t they carve out USDC properly like BTBT/WYFI, why wouldn’t hans take DGXX equity and why would they betray the trust and judgement of shareholders and refuse to let us vote on ANY of this. I wish everyone the best of luck and hope I’m wrong here. I just realised over £25,000 in losses - at one point was up over 200%. I don’t take this lightly.

$DGXX Hans Vestberg (Verizon/BlackRock) isn't just an advisor; he's a co-founder of the new USDC subsidiary.