Brent

$BMNR I read through the proposal to increase authorized shares from 500M to 50B, as well as Tom's thread below. Here are my TOP 3 concerns: I should start by highlighting that I very much appreciate the transparency of the thread by Tom. In it, he argues this is not about dilution, but after reading the proposal, here is what I'm trying to reconcile: 1. The Timing The argument that these shares are for "future stock splits" (when ETH hits $250k) is confusing. Why authorize shares today for a theoretical split potentially years away? Shareholders would happily vote yes on a split if/when the price justifies it. Asking for that authorization now implies there is a plan to use them sooner. The urgency makes more sense when you look at the current share count. They have ~426M shares outstanding with only 500M authorized. They are effectively running out of inventory (~85% of authorized capacity used). Since they are not at their 5% allocation target yet, they need to issue more shares to continue acquiring $ETH. 2. The Size To hit the "Alchemy of 5%" target (6M ETH), BMNR needs to acquire ~1.9M more ETH. At current prices, funding that requires issuing roughly 190M shares. So why the request for 50 BILLION? That is nearly 80x the capacity needed for the stated goal. I would understand a buffer (e.g., I'd be okay with 1B shares), but 50B feels like massive overkill without a clearer explanation. It gives management the biggest carte blanche in history. Why not chunk out the authorizations in batches and have future authorizations tied to milestones (splits, acquisitions, etc.)? 3. The Incentives Why are the performance incentives (Proposal 4 grants Tom Lee $95 Million in total cash potential, including $35 Million guaranteed. This is in addition to RSUs.) is tied to "Total ETH" rather than "ETH per Share"? I'm totally on board for management to get paid for performance. It is 1000% well deserved when shareholders also benefit. However, Tom has been talking about ETH/Share being accretive, and while that's true, my concern is that a "Total ETH" KPI would reward scale at any cost whereas an ETH/Share goal adds an additional guardrail. Tom mentions this "is not to dilute shareholders" but also highlights it will "enable selective ATM capital raises"... i.e., dilution. Why am I concerned about dilution when the value of $BMNR is so closely tied to the value of $ETH? Because dilution determines how much of that ETH upside acts as a tailwind for your stock, and how much is eaten away by inflation of the share count. If ETH goes to $9,000 (3x), you'd expect $BMNR to also 3x. Tom shows a chart which plotted BMNR price relative to ETH price to show a strong relationship. This has 100% been true in past months as all cash raised has gone to buying ETH & the dilution done at a premium (above NAV) which is mathematically accretive for shareholders. However, with carte blanche on new all future share authorization ever needed theres no future guardrails to issue new shares BELOW NAV, where the Total ETH count goes up while the share value drops. If $BMNR issues new stock at a discount to NAV (e.g., 0.95x), they are effectively selling a portion of the ETH at a markdown. Because that new cash buys less ETH than the shares represented before the dilution, the amount of ETH backing every single share permanently decreases. "But they would never issue shares below NAV, right?" Well, with so many pure cash incentives, why not? Here's a few counter arguments on issuing below NAV... Counter argument 1: Diluting now (even below NAV) is worth it to "buy the dip" and lower the company's average cost basis. The theory is that acquiring massive volume of ETH at $3k creates more long-term upside than waiting for a premium at $4k. However, this confuses the accounting with the value, because if we trade at 0.9x NAV, we are selling $1.00 of Shareholders' ETH to get $0.90 of Cash. Using that $0.90 to buy "cheap ETH" doesn't fix the hole. We permanently reduce the ETH-per-Share held by existing investors. Counter Argument 2: "But they could issue today at 0.9x NAV, sit on the cash, and then buy when $ETH has fallen 20%" Yes, that works if they perfectly time a crash. But if ETH stays flat or rises after they dilute at 0.9x, we lose immediately. I'd rather not authorize 50B shares on the hope that management can out-trade the market To wrap up the 3rd point, what I'm trying to say is an "ETH/Share" metric would ensure growth is actually accretive to us as shareholders vs. the "total ETH" / grow ETH at all costs approach. I would not be advocating so much for this ETH/Share metric if the authorization was for 1B, but for 50B shares, what are the guardrails around governance & mismanagement? (Since if approved, management never need future authorization again). Overall, I'm very bullish on the team and the MAVAN strategy, and I'm not selling my shares here as I believe in both the management & the underlying asset in $ETH but I'm struggling to make sense of the rationale. I might be wrong on some of these points and am happy to change my stance if the logic holds up. I welcome the dialogue. I'm just trying to understand if I'm missing something critical regarding safeguards on dilution or the specific need for 50B shares right now.