ListenToTheTrees
9 minutes ago
It’s funny that you assume everyone around him walked away with a fortune. The reality is, most of the people who held Bshares were early investors, people who took real financial risks and put up their money years before HUMBL was even on your radar. Investing isn’t as simple as just showing up at the right time, there’s a whole world of private and public equity that determines who actually benefits in these situations.
Sure, a handful of people did make money, but it probably wasn’t the ones you’re thinking of. If you take a deeper look at how these things work, you might realize that the narrative of "everyone got rich" just doesn’t hold up.
ListenToTheTrees
20 minutes ago
You are reading your own sourced information incorrectly. Here is the entire segment and keep in mind, George and HUMBL would be the plaintiff in a malicious prosecution and a dismissal would be in their favor.
Malicious prosecution is the filing of a lawsuit for an improper purpose, and without grounds or probable cause . The improper lawsuit may either be civil or criminal in nature. To remedy an act of malicious prosecution, an alleged victim files a malicious prosecution action .
A malicious prosecution action is a civil tort claim for damages caused by malicious prosecution. To prove malicious prosecution in California , the plaintiff must show:
The defendant was actively involved in bringing or continuing the lawsuit;
The lawsuit ended in the plaintiff’s favor;
No reasonable person in the defendant’s circumstances would have believed that there were reasonable grounds to bring the lawsuit against the plaintiff;
The defendant acted primarily for a purpose other than succeeding on the merits of the claim;
The plaintiff was harmed; and
The defendant’s conduct was a substantial factor in causing the plaintiff’s harm.
Most jurisdictions follow these elements but may vary on what constitutes each element.
See also: Pierre v. City of New York (2021) ; Thompson v. Clark , 596 U.S. (2022)
Because malicious prosecution is a civil action, the award for a successful claim is damages for the consequences of the previous action.
There is no cause of action for malicious prosecution under federal law but malicious prosecution in federal cases may still be tried under state tort claims. Malicious prosecution refers to previous improper civil or criminal proceedings in most jurisdictions. However, some jurisdictions refer to malicious prosecution only for a prior criminal proceeding whereas vexatious litigation would be based on a prior civil proceeding. The elements of malicious prosecution and vexatious litigation actions are essentially the same.
dukeb
27 minutes ago
Nope. I don't have a law degree. But given the choice between believing someone who failed the bar exam and the experts at Cornell Law School I'm gonna choose the people at Cornell Law School, which says:
Malicious prosecution is the filing of a lawsuit for an improper purpose, and without grounds or probable cause . The improper lawsuit may either be civil or criminal in nature. To remedy an act of malicious prosecution, an alleged victim files a malicious prosecution action .
A malicious prosecution action is a civil tort claim for damages caused by malicious prosecution. To prove malicious prosecution in California , the plaintiff must show:
The defendant was actively involved in bringing or continuing the lawsuit;
The lawsuit ended in the plaintiff’s favor;
In this instance, the lawsuit did not end in the plaintiff's (George) favor since he was removed from the lawsuit before it went to trial.
It's becoming more and more clear why you failed the bar exam.
Source: https://www.law.cornell.edu/wex/malicious_prosecution
ListenToTheTrees
34 minutes ago
I am sure you are an expert in filings and how business is run, but if the $2,000,000 is not paid from WSCG to the HUMBL SPV the transaction is not complete. WSCG addressed the situation through a filing confirming they would be using the 90-day grace period which ends next week. You should stop looking for the gotcha moment, because its not going to happen.
Our Board of Directors unanimously approved and adopted, subject to stockholder approval, an Asset Purchase Agreement (the “APA”) with WSCG, Inc. (“WSCG”), and WSCG Humbl SPV, a series of SPV Management, LLC (“HoldCo”). Pursuant to the APA, we agreed to sell all of our assets to WSCG. In consideration for the purchase of our assets, WSCG agreed to: (a) pay us $3,025,000; (b) issue 2,455,556 shares of WSCG Class B Common Stock to HoldCo; and (c) grant 24,555,556 membership units of HoldCo to us (the “HoldCo Units”). Of the $3,025,000 payable in cash to us, $500,000 was previously paid in cash by WSCG to us prior to the closing date, and $525,000 of indebtedness previously funded to us by affiliates of WSCG was cancelled. The remaining $2,000,000 of the cash purchase price is due by December 31, 2024, with a 90-day grace period to make the payment. The Asset Purchase Agreement is attached hereto as Exhibit A. A fairness opinion with respect to the transaction is attached hereto as Exhibit B.
The HoldCo Units represent approximately 27.5% of the outstanding equity in WSCG with a value of approximately $17,000,0000. Upon transfer of the HoldCo Units, HUMBL will own 100% of HoldCo. HUMBL intends to keep a portion of the HoldCo Units to maintain exposure to WSCG’s performance and the HUMBL assets purchased by WSCG. HUMBL will also offer to exchange some of the HoldCo Units to its debtholders and holders of Series C Preferred Stock as a way to eliminate debt and reduce potential future dilution to common stockholders. Within 60 days of the closing date, the principals of WSCG will transfer real estate assets with a value of at least $45,000,000 to WSCG.
NoMoDo
1 hour ago
I agree with you on this, but not sure this is the main reason for our increase in OS. We had roughly $2.6mil in debt at the end of Q3. WSCG is forgiving $525k - so $2mil left. The company stated that 4bil shares were converted between Oct 31 and Nov 19. Most likely from the debt. If it was all debt that would mean that there would be roughly $500k worth left. Then we had a run up with the announcement of the deals. I would assume that almost all the debt was removed at that time - with the exception of maybe $85k that converts at a buck a share.
Now the real problem is the preferred shares. They are equity already - dilution is already there - has been since HMBL took over. Those shares now need to be converted to either common or moved over to WSCG. Since we don't know which choice the holders will take, we can't know how much conversions will take place. I would assume that all preferred B's will convert (have converted) with the exception of Foote and Hindshaw. That means 1.5 bill shares. The Preferred C's on the other hand might all convert or none, or somewhere in between. Their value is $12mil worth of stock. If they sold during the runup, we would have gotten much better value than if they were to sell at .0002 or .0003. We had roughly 12 billion shares convert while the stock price was .001 or higher. If all that was preferred C's that means that every C converted - not likely the case - meaning that the last remaining C's probably cost us much more in OS. There were also warrants that were then in the money that could have been involved as well.
Since .001, we have increased the OS by maybe 5 bil shares. Based on the above, we should be very close to a very clean balance sheet. Clean as in very little debt (maybe $600k with the new loan), no preferred b's except Foote and Hindshaw, and no preferred C's - either converted or transferred to WSCG holding. If that happens - still a big if because we have a lot of moving parts still - then all dilution should come to a crashing halt. At that point, we should be golden.
ListenToTheTrees
1 hour ago
Its not difficult as long as you follow along and read the filings vs ignorantly shouting at clouds from the rooftop. There is a key piece from the filing that has yet to be completed. Also I didn't say WSCG and Humbl, I said WSCG and FinCapital. For someone who condemns others for lacking reading comprehension skills, you sure have an issue with it yourself. I suggest going back and reading the 14C, there are about 2,000,000 reasons to skim it again.
STL Stock
2 hours ago
If one can look at share dilution from a slightly different angle in some cases (not all) dilution can be good thing. Companies that issue new stock are usually focused on growth. They are raising capital for projects and deals within the business that need cash. Given all the dealing we have seen with YBYRA/HMBL/SMX/BURU/WSCG etc. it sort of poinst to growth or attempting growth. And doing it fast right out of the gate since Dec PR. People will say these extra shares are bad because the EPS reduces and as a result so does the valuation. Some ppl do all of their valuations based on fixed multiples of past earnings. The problem with that though, is not so much the reduction in the EPS but ppl using a very extremely basic way of valuing a company.
Imagine you hold a stock a stock that is worth $50pps but you think it is worth $150pps because that is your price target. The company then goes and issues new shares to raise capital. And this is the point where a lot of people will get angry and say that their shares are being diluted. On the surface they are right. Those new shares are being bought at a discount of $50pps when you think it should be $150pps because that is your PT. So those ppl are buying shares at a massive discount and that is a bad thing, right? But if one can look at it from a slightly different angle one of a few scenarios can play out. Either the SP goes up, it stays level, or it goes down. If the share price stays level and nothing really happens (which is what we are kind of seeing now since we are back to Dec 1st levels) after all those shares are issued, then there is no impact to share price. It doesn't really go up and it does not really go down. The issue of the new shares has had no real impact.
IF the company then uses that extra cash, they have pulled in right away to reinvest in the company to land deals, partnerships, acquisitions etc and the SP goes up because the company does well then you win because you're a shareholder along with those new investors who bought in and now have skin in the game. This is just one way to look at it. Or one can think the dilution and cash raised from the issuance of new shares is a giant scam and the owners just ran off with that capital and spent it all on golf trips, fancy offices and Anytizers at Applebees. See what happens but as of now the issuance of new shares has had little impact on share price if one looks at December 2024 before PR that caused the last pop
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