Blackmerger

I'm an M&A lawyer, an entrepreneur, an investor, a father and an unbelievable pain in the ass. Everything I write is what I truly believe.
I don’t give advice.

[Blackmerger @blackmerger]

I think the connection you analize is the key that proves the entire Chapter 11 process was designed to preserve the shareholders, us, and ultimately create, as we’ve always argued, a cash-rich shell for the reverse merger project.

We’re getting close now. Whatever happens from here, great work, my friend.

[Blackmerger @blackmerger]

You read my mind......

I think we’re all exhausted from waiting. At one point, I even told myself: if I’ve lost everything, so be it. I made peace with that possibility.

I hold a large position. I bought in 2022 at very high prices, and then averaged and restructured when it became BBBYQ. So this hasn’t been abstract for me it’s real capital, real conviction, real time.

And yes, I’m tired too.

But what keeps me steady is this: the broader system is under stress. A lot of structures that looked untouchable are cracking. The narratives, the opacity, the questionable practices they’re being examined more closely than ever.

If there were distortions, manipulation, or structural imbalances around BBBY and GME, time tends to surface those things. Markets can suppress truth temporarily, but not indefinitely.

If there was wrongdoing, it will come out.
And if value was buried, it can re-emerge.
At this point it’s less about hype and more about resilience. We’ve endured the worst-case scenario already.

If something constructive comes out of this restructuring architecture, those who stayed patient may ultimately be the ones who see resolution whether through value recovery, legal clarity, or both.

[Blackmerger @blackmerger]

Thank you I really appreciate that.

For me as well, this exchange is a valuable opportunity to compare perspectives. Watching how the events have unfolded over time and how they seem to connect to the broader deal thesis has been intellectually fascinating.

There were moments when I genuinely thought the deal might collapse. Some developments looked chaotic or even contradictory. But stepping back, I began to see a different pattern.

It increasingly feels like there was a pre-bankruptcy project, and that the bankruptcy itself was not the end of the story but rather a component of the puzzle.

Whether that interpretation ultimately proves correct is something only time will confirm but the coherence of certain steps, especially in hindsight, is hard to ignore.

[Blackmerger @blackmerger]

The IRS audit window expiring reduces one specific uncertainty, but don’t rely solely on time lapsing. They look probably for bounded downside quantified exposure, legal finality, and structural clarity.

If the objective is an eventual strategic transaction, de-risking is about making the vehicle predictable and transaction-ready not just audit-proof.

I’m not a U.S. attorney I’m an Italian lawyer who has studied this case out of personal and professional interest but I don’t believe full de-risking is limited to simply waiting beyond the statute of limitations for an IRS audit of the most recent corporate tax filing

[Blackmerger @blackmerger]

It is absurd that @FoxNews would allow a television host to insult the dead. Money is one thing, but this kind of person must show respect for the deceased and for the feelings of their loved ones. This says a lot about how low @FoxNews’ moral standards are and about how this host is a purveyor of empty rhetoric and hatred, hired by losers who destroy publicly listed companies. A bad person and a terrible example of a man…….

[Blackmerger @blackmerger]

@michaeljburry

[Blackmerger @blackmerger]

Exactly. And that’s precisely what was done with the “new” BBBY / DK-Butterfly.
The business wasn’t simply shut down and dissolved the corporate vehicle was kept alive, with legal continuity, reporting, and governance.That allows the structure to preserve the NOLs and maintain a clean, reusable corporate shell before any strategic transaction.This isn’t a lights-out liquidation.
It’s a controlled clean-up of a living vehicle, designed to retain NOLs and M&A optionality until the structure is fully de-risked......😁

[Blackmerger @blackmerger]

@jake2b Have a great 2026 @jake2b 🎉🎉🎉🚀🥳

[Blackmerger @blackmerger]

At a certain point you should have received a letter from the bankruptcy procedure stating the amount of your shares.
All of mine were listed, including the ones held through IBKR, so I felt reassured even though I was never able to log in online, not even once.
Also, I transferred my shares from my bank to CitiBank, and from CitiBank after countless discussions regarding AST

[Blackmerger @blackmerger]

The BBBY Story Isn’t Over And the Patterns Are Too Strange to Ignore

The Bed Bath & Beyond bankruptcy has stretched into 2025, long past any normal wind-down timeline.

What looked like a simple liquidation has morphed into a multilayered restructuring architecture, a structure built slowly, deliberately, and with a purpose.

But when investors examine the timeline, the filings, the shell that survived, and the unusual financial instruments surrounding BBBY and GameStop, one conclusion keeps resurfacing:

There is a legal pattern here and it didn’t happen by accident.

A Tragedy That Still Haunts the Case

When BBBY’s former CFO died in what authorities classified as a suicide, retail investors were shaken.
No official investigation linked the tragedy to fraud, but the timing, during the peak of financial pressure, SEC scrutiny, and looming litigation, intensified the belief that BBBY’s collapse may not have been merely a business failure.

The feeling among shareholders was clear:
If the pressure inside BBBY was enough to break a senior executive, then retail investors may have been kept in the dark about the true state of the company.

This event, paired with how the bankruptcy unfolded, created a crack in the narrative, a sense that the collapse involved forces larger and more coordinated than the public was told.

DK-Butterfly: The Shell That Wasn’t Allowed to Die

Instead of dissolving the company, the estate preserved and renamed the surviving entity DK-Butterfly Inc.
A clean, compliant, debt-free corporate body.

A perfect reverse-merger vehicle.
A perfect LBO chassis.
A perfect holder of massive NOLs.

This "butterfly" structure is exactly the kind of corporate shell activist investors like Carl Icahn and strategic have historically used to re-capitalize distressed companies.

And BBBY’s estate built it on purpose.

No liquidation ends with a structure this pristine unless someone plans to use it.

Icahn, Cohen, and the Shared DNA of Two Turnarounds

When investors study BBBY’s post-bankruptcy structure, they see fingerprints that rhyme with playbooks used in other distressed-asset rescues:

Icahn has a long history of extracting value from bankrupt companies through NOLs, shells, and structured takeovers.

Cohen rebuilt GameStop through a controlled cleanup, with litigation releases, debt elimination, and a re-engineered corporate shell.

BBBY’s wind-down echoes both strategies:
(i) extreme legal purification;
(ii) preserved tax assets;
(iii) dormant-but-active corporate entity;
protection of insiders through releases;
(iv) no dissolution;
(vi) waiting for the “right” injection of new assets.

These elements form a blueprint.

And BBBY followed it step by step.

The Warrant Mystery That No One Can Explain Away

Then there’s the strangest coincidence of all:
GameStop and “New BBBY” issued nearly identical warrants, with nearly identical structures, at nearly the same time.

Same type of instrument.
Same capital-structure purpose.
Same recapitalization mechanics.

Two companies, both connected to retail investor movements.

Both undergoing deep structural resets.
Both preparing for future capital events.
Both creating dilutable instruments that could be used in a merger or coordinated transaction.
This wasn’t a coincidence. It was a signal.

Warrants like these are used when a company expects:

(i) a future equity event;
(ii) a recapitalization;
(iii) a merger;
or a movement of assets into a new entity

And BBBY’s estate kept its shell alive precisely so such an event could occur.

The Shareholder Question: If This Was Ordinary, Why Does Nothing Look Ordinary?

Investors who bought BBBY like me in good faith argue:
(i) A CFO’s tragic death at the height of the crisis;
(ii) A bankruptcy lasting years beyond standard precedent;
(iv) A shell preserved like an acquisition vehicle
Icahn-style NOL engineering;
(v) Warrant structures mirroring GameStop;
(vi) A clean entity (DK-Butterfly) that remains alive and active…all point toward a process that was never meant to be a simple liquidation.

And if misrepresentation, strategic opacity, or intentional restructuring played a role, then:

Shareholders who bought BBBY shares, under distorted or incomplete information, cannot be left without recourse.

Especially if the preserved shell is later used in a transaction that unlocks value derived from the old entity’s tax assets, brand equity, or legal continuity.

The Long Case Is the Mechanism Not the Mistake

The extended bankruptcy timeline is not a bug.
It is the architecture required for:

(i) clearing litigation;
(ii) consolidating control;
(iii) preserving tax assets worth hundreds of millions;
(iv) preparing a shell for a reverse merger or LBO;
(v) making room for new capital;
(vi) leaving a legal pathway open for legacy claimants.

And for those who held since 2022…

patience may still matter because DK-Butterfly wasn’t built to die; it was built to be used.......🤑🤑🤑🤑🔥

[Blackmerger @blackmerger]

Absolutely. We stayed because we wanted to understand what really happened behind the curtain the mechanisms, the pressure, the timing, the strange financial engineering, the Chapter 11 architecture, the warrants, the shell, all of it.
And you’re right there is no price tag for wanting the truth.
Because truth-seeking isn’t a hobby.
It’s a mindset.

[Blackmerger @blackmerger]

I registered them with AST and am waiting for the official letter because I only received a summary of all the shares involved in the procedure, which was accurate. Since I often receive news from Computershare, I expect to hear from them. I live in Italy, so they write via FedEx.

[Blackmerger @blackmerger]

I never claimed to be an investigator.

I just pointed out that the BBBY case has anomalies that anyone with a pulse can see.

You ‘reading a balance sheet’ doesn’t magically rewrite bankruptcy law, tax structures, NOL preservation, or the fact that DK-Butterfly is still alive and filing.

But hey, if repeating ‘there are no shares’ helps you sleep at night, keep going.

Some people count sheep you count cancellations.

[Blackmerger @blackmerger]

@specialarrow 🙌

[Blackmerger @blackmerger]

Here’s the funny part: you keep demanding ‘proof of fraud’ from me as if I were an investigator meanwhile the actual authorities are still keeping the case open years later, the shell wasn’t dissolved, the claims aren’t closed, and the estate is still filing objections in 2025.
If everything were so normal, you’d think they’d be done by now, right?

My job as an M&A lawyer isn’t to prosecute anyone it’s to read structures, timelines, filings and behavior.
And on that front, BBBY is the least ‘normal’ liquidation you’ll find on PACER.

As for my shares? They’re wherever yours aren’t: not weighing me down with bitterness, apparently.

You can ‘wait for my answers’ if it makes you feel better, but judging by your tone, the recovery you should worry about isn’t mine.

[Blackmerger @blackmerger]

That makes sense, people who actually hold $BBBYQ are perfectly comfortable discussing their investment, the filings, the warrants, the timeline, everything.
What always makes me laugh is how the loudest critics are either:
(a) on the other side of the trade and sweating, or
(b) just oddly excited about other people losing money.
If you’re not invested, why even celebrate someone else’s losses?

That’s not analysis, that’s just cynicism.

Meanwhile, holders keep doing the research.
Funny how that works.

[Blackmerger @blackmerger]

It’s hard to call it a coincidence at this point.
When you have GME and BBBY both issuing nearly identical warrant structures, and then an S-3 pops up right after on the BBBY side, it suggests coordinated preparation rather than randomness.

Nobody’s claiming to know the endgame, but the sequencing, timing, and mechanics line up too neatly for it to be dismissed as chance.

In restructuring, warrants usually point to future capital events… and the S-3 only reinforces that something is being set up behind the scenes........🤑🤑🤑🤑🤑

[Blackmerger @blackmerger]

@Stayfoolish017 @monotanus 😜

[Blackmerger @blackmerger]

@johnhimjac30 No, I tried it and I write like you.

[Blackmerger @blackmerger]

It’s frustrating to look at a situation this messy and feel like everything is already settled on the surface.

But just because nothing is publicly happening doesn’t mean there’s ‘nobody in trouble.’

Bankruptcy cases this long, this fragmented, with this many claims and preserved assets almost never tell their full story in real time.

You don’t need to believe in secret investigations, just in the reality that complex cases move slowly, and disclosures come out years after decisions were made.