Thread by @stomping_llama

$BBIG I held my tongue when the 13G came out the other week, not enough info to support speculation. Now that the DEF14A is out, it sheds a lot of light on the situation. (1/)

First off, notice the date Five Narrow Lane acquired shares was May 25. Based on T+2 settlement, that's the last day they could have qualified as a shareholder of record for the upcoming vote, and FNL basically maxed out their voting power, short of the 10% 13D threshold. (2/)

Here's the fine print of Hudson Bay Capital's ownership from PRE14A (as of May 12.) Underlined numbers are key - September warrants were also since exercised, but that was disclosed in an 8-k. (3/)

Now see the fine print from DEF14A (as of May 27.) This captures FNL's new position of 22,550,400 shares. It also shows Hudson's reduced warrant position. Part of that is reflected in their common shares, but what's more important - the part that isn't. (4/)

Key changes for Hudson Bay May 12-27: exercised 500,000 Nov. warrants and 45,930,123 Dec. warrants, along with aforementioned 12m Sep. warrants. (5/)

Part of these numbers are reconciled in the 10-Q "Subsequent Events" section. 500k Nov. warrants and 18,090,123 Dec. warrants exercised as of May 23. That means 27,840,000 Dec. warrants were exercised between May 23-May 27. (6/)

May warrant exchange agreement allowed cashless conversion of Dec. warrants into 0.81 shares each. 81% x 27,840,000 = 22,550,400. That number is familiar... (7/)

So Hudson Bay maxed out their 10% ownership cap, then exercised warrants for 22.55m more shares, flipped them to Five Narrow Lane. Just in time for FNL to max out their voting power by the record date of the vote. This didn't affect the float, but it will when they sell. (8/)

Major efforts to force this vote through IMO. It's not just an increase to authorized shares. The most important proposal is the preferred shares - if that passes, they can issue blank check shares with extreme voting power to force future votes through without retail 😈 (9/9)