That’s the key point from Ryan Cohen’s interview. He explicitly said equity is going to be rolled into both GameStop and eBay shareholders. That rules out a standard acquisition.
This is Teddy. There’s really no other clean way to interpret that kind of language.
DK-Butterfly is the obvious vehicle, use it as the holdco, preserve the NOLs, and run a reverse merger that pulls both GameStop and eBay into the same umbrella. End result is one combined company, Teddy.
From there, the equity split basically falls into place:
51% to legacy BBBYQ (required)
~19.4% GameStop (40% of the remaining 49%)
~29.4% eBay (60% of the remainder)
Consolidation. Everyone rolls equity into the same structure and comes out owning pieces of the new combined entity.
🦋SMART VS NEW CORPACT BONDS ON IBKR🦋
EXCITED ABOUT FINDING THESE NEW CORPACT BONDS
Image 1
SMART Exchange View
ISSUERS: Bed Bath & Beyond Inc
WE'VE SEEN THESE ONES BEFORE NOTHING NEW
1. CORP 4.915 Aug01'34 075896AB6 C
2. CORP 5.165 Aug01'44 075896AC4 C
3. CORP 3.749 Aug01'24 075896AA8 C
-----------------------------------------------
IMAGE 2
EXCHANGE: CORPACT
ISSUERS: Bed Bath & Beyond Inc (just like before)
Available Bond Instruments (5 options):
THESE ARE NEW 👀
1. CORP 5.165 Aug01'44 US07599AFL89 C
2. CORP 4.915 Aug01'34 US07599AEC99
3. CORP 4.915 Aug01'34 US07599AFK07 C
4. CORP 5.165 Aug01'44 US07599AED72
5. CORP 4.915 Aug01'34 US075CDNAG44 C
IMPORTANT DISTINCTIONS
SMART and CORPACT are two DIFFERENT trading routing systems or exchange designations for bonds:
SMART (Smart Routing)
1. This is typically Interactive Brokers' intelligent order routing system.
2. Automatically routes orders to find the best execution price across multiple venues.
3. Used for regular, actively traded bonds.
CORPACT (Corporate Actions)
1. This refers to bonds involved in CORPORATE ACTION EVENTS
2. Used when a company is undergoing significant changes like restructuring 👀
3. Mergers and acquisitions 👀
4. Debt exchanges or tender offers 👀
5. Default situations
Analysis
At IBKR we are seeing two things at the same time.
The old Bed Bath & Beyond bonds are tradeable again on the SMART list as of yesterday I believe, and the CORPACT entries look like the tracks DTCC uses to MOVE CASH OR DELIVER NEW SECURITIES IF AN EVENT IS TRIGGERED. 🎇
This matches the latest post-confirmation report that shows a small but FINAL PAYMENT to Sixth Street Specialty Lending, Inc., which is the last dollar that causes liens to be released, clearing status to change from frozen to eligible, brokers to reopen buying, and perhaps the DTCC to prepare the entitlement rails.
TLDR
Bottom line, the plumbing appears to be green now across both trading and corporate-action systems, at least at IBKR, which is what usually happens right before a trustee notice or DTCC bulletin announces a call, an exchange, or a similar event, and if stock is involved the next SEC filing would be an S-4.
LFG 🚀🚀🚀🚀🚀
Were the BBBY warrants part of a PIPE deal to skirt reporting?
A PIPE (Private Investment in Public Equity) deal can occur without immediate public disclosure, but there are important nuances:
- **Initial Non-Disclosure**: PIPE deals are private placements, meaning they’re negotiated directly with accredited investors (e.g., hedge funds, private equity). Companies aren’t required to announce them publicly before or during the transaction. The deal can close quietly, especially if it involves a small group of investors or is structured to avoid triggering immediate SEC filing requirements.
- **Delayed Disclosure**: Public companies must eventually disclose material events, including PIPEs, via SEC filings like an 8-K, typically within 4 business days of closing the deal (per SEC rules). However, if the PIPE is small or structured as a convertible note/warrant, disclosure might be delayed until a quarterly 10-Q or 10-K, especially if deemed non-material initially. Share issuance might also show up indirectly in 13D/13F filings, as speculated with BBBY’s recent TSO-related activity.
- **Non-Public Information**: Before disclosure, details are often shared only with involved parties under NDAs. Leaks can happen (e.g., via insider whispers or filings), sparking market moves, as seen with BBBY’s recent spike. Traders on X noted the share count jump before any official word, suggesting a stealth PIPE.
- **Exceptions**: If the PIPE is small (e.g., <5% of shares outstanding) or part of ongoing negotiations, companies might delay or bundle disclosure with other updates. In rare cases, private placements with insiders might skirt immediate public notice if structured creatively, though this risks regulatory scrutiny.
- **BBBY Context**: The suspected PIPE tied to BBBY’s TSO (likely shares) increase aligns with this. The October 2025 13F filing showing a diluted stake suggests new shares were issued privately, with no 8-K yet as of October 18, 2025. This could mean the deal’s still under wraps or not yet deemed material, but it’s likely to surface soon if it’s a true PIPE.
In summary, yes, a PIPE can happen without immediate public disclosure, but material deals must eventually be reported. For BBBY, check EDGAR for an 8-K or watch X for leaks—those often break the news first. NFA—DYOR.
⭐️⭐️⭐️⭐️⭐️
Phantom Equity, Frozen Ledgers, & the Modern Banana Split: DK-Butterfly. GameStop. Dole 2.0.
The Sept 26 Official Announcement, and why
Sept 26 ➡️ Oct 2 = the primary settlement window for legacy $BBBY
🍌🍌🍌🍌🍌
I. The Precedent- Dole’s Judicial Freeze
In re Dole Food Co., Inc. (Del. Ch. 2015)
In 2013, Dole Food went private. A shareholder fund was set up. Then the claims came in:
🔳 49.2M shares claimed
◾️ 36.8M shares outstanding
A 33% phantom overhang.
On paper, real holders faced a 25% haircut.
But the Delaware Chancery Court refused to bless fraud. It froze the ledger. Phantom paper fell away. Shorts and intermediaries ate the shortfall.
Every legitimate holder was made whole.
🌲🌳🌰🌱...🐿️
When Lazard’s "fairness opinion" was revealed as poisoned by withheld inputs (cost savings, acquisitions)… Dole’s “fair value” jumped from $11–14 to $21/share.
✔️ Stockholder approval invalid
✔️ Ledger tainted
✔️ Only a judicial freeze restores entitlements
⚖️ Doctrine: Courts will not haircut real holders to preserve phantom supply. Synthetic dilution cannot be judicially ratified.
Today, the OCC hard-codes that doctrine into distribution math. The judicial freeze becomes a mechanical freeze. 👨💻🔐
II. Escalation- OCC Partitioning (Forced Reckoning)
Unlike Dole’s judicial freeze, the OCC bakes the freeze into deliverables. DTCC cannot net across these partitions. Each entitlement clears in its own silo:
1⃣ 🟢 GameStop Warrants (OCC-Codified)
-1 warrant per 10 shares (record 10/03/25)
-Ticker: GME WS | Strike: $32 | Exp: Oct 2026
-Deliverable: 100 GME + 10 GME WS
-Allocation: 95% stock / 5% warrants, delayed warrant leg until OCC compels delivery
-🧮 Formula: GME1 = GME + 0.10(GME WS)
Retail’s first claw. Warrants are additive, non-fungible. CEDE cannot conjure them. Shares can be stapled forward; warrants cannot. That’s the enforcement wall. 🪨
2⃣ ⚫️ Convertible Bondholder Warrants
-2030 Notes: 3.34970 per $1,000
-2032 Notes: 3.45872 per $1,000
Delivered under indenture. Senior, contractual, insulated. Operates like a First-Out tranche. Cannot be diluted by phantom equity.
3⃣ 🟡 BBBY Series A Preferred (CUSIP 075896209)
-Issued Feb 2023: 23,685 shares ($236.85M)
-Still showing in DTC/E*TRADE: ~17,000 ($170M)
-Embedded math: 17,000 × 1,626.01 ≈ 27.6M common equivalents
Stamped "void" by the estate, but rails never purged. 🌉 The preferred-to-common bridge survives deregistration. The anchor remains. ⚓
4⃣ 🔵 BBBYW Retail Warrants (OCC-Codified)
-1 warrant per 10 shares (record 10/02/25)
-Ticker: BBBYW | Strike: $15.50 | Exp: Oct 2026
-Deliverable: 100 BBBY + 10 BBBYW
-Allocation: 95% stock / 5% warrants
-🧮 Formula: BBBY1 = BBBY + 0.10(BBBYW)
Retail’s second claw. OCC math forces reconciliation. Phantom warrants cannot slip through.
5⃣ 🔴 BBBY DK-Butterfly Trust
-Liquidating trust pulling synthetics into estate property
-Under §§ 541, 741: TRS, repos, swaps, CDS vacuumed in and reclassified as debt.
DK-Butterfly is the basket where bad bananas are sorted. 🍌👻
This isn’t one pool. It’s a partitioned waterfall:
🔘 Common equity = phantom-tainted
🔘 Shareholder warrants = clean new issue
🔘 Bondholder warrants = senior, contractual
🔘 Series A = conversion bridge still live
🔘 Trust = synthetic capture
Netting across partitions is impossible.
🥶 Freeze the ledger
📜 Verify entitlements
🌀 Force phantoms into liability
🌧️🥒🪞🌭🧑🍳
III. The Five Claws of Enforcement
🟢 Claw One: GME Warrants (OCC-codified)
⚫️ Claw Two: Convertible Bondholder Warrants
🟡 Claw Three: BBBY DK-Butterfly Trust
🔵 Claw Four: BBBYW Warrants (OCC-codified)
🔴 Claw Five: Ryan Cohen / RC Ventures
Normally the claw and the operator are separate. Here, Cohen is both claimant and operator, the paradox of enforcement.. both the claw and the controller, the instrument and the enforcer. 🎮🏗️🧱
By fusing BBBY’s shell, GME’s equity, and retail entitlements into a mirrored structure, he ensures the Banana Grabber strikes with intent.
🖼️ On the wall hangs the artifact:
RYAN COHEN PSA-graded FOTL underwear.
Fruit of the Loom = First-Out Term Loan = top of the waterfall, senior and sealed.
DK-Butterfly is the Loom that rewove the estate. Every phantom instrument was pulled into its liquidation basket, reclassified as debt, and locked into the trust.
🪓Paired with GME warrants and BBBYW retail warrants, DK-Butterfly completes the banana split structure:
🍌 Warrants = fresh fruit, clean new entitlements.
🍌 DK-Butterfly = basket that catches the the phantoms, forcing shorts to settle.
Together, they thread the loom: clean issuance and synthetic capture, side by side.
IV. The Sept 26 GameStop Announcement- Codified Claws
The Sept 26 "official announcement" mirrors the Cosplay one on Aug 29 (Quoted post): both styled as "official, binding, and extremely serious" while delivered like it's not that serious...
Per my thesis, these are §135c (Notice of certain proposed unregistered offerings) styled notices, legally binding disclosures disguised as marketing.
Aug 29 (Cosplay): identity filter ➡️ silent record date
Sept 26 (Product Drop): distribution filter ➡️ tranches of settlement
Both are synthetic record-date markers. The "don’t come" language = reverse-code: this is the critical date.
🧐Here's the coded breakdown:
V. Exhibits = Enforcement Partitions (Claw Mapping)
🟢 Exhibit A: Pokémon Mega Evolutions
▫️Claw One: GME Warrants
▫️Legacy BBBY retail mirrored into GME DRS.
▫️OCC-codified, CEDE-proof retail claw.
▫️Footnote 2’s 15% PSA bonus = recovery uplift for verified/graded equity.
Legacy BBBY common was funneled into GME’s book-entry, so DRS GME holders carry this claw.
🪞👀
⚫ Exhibit B: Yu-Gi-Oh! Doom of Dimensions
▫️Claw Two: Bondholder Warrants + GME 0% Bonds
▫️Legacy BBBY noteholders + GME’s private 0% Convertible Senior Notes.
▫️2030 Notes = 3.34970 per $1,000.
▫️2032 Notes = 3.45872 per $1,000.
▫️Delivered under indenture, senior, contractual, insulated.
This is the Debt-for-Debt claw: both BBBY converts and GME’s 0% paper share the First-Out silo, fully shielded from phantom dilution.
🟡 Exhibit C: Magic / Spider-Man
▫️Claw Three: BBBY DK-Butterfly Trust
▫️Legacy BBBY phantom stack absorbed here — TRS, swaps, repos, CDS vacuumed into the estate.
▫️§§ 541 and 741 reclassify phantoms as property of the estate; illusions collapse.
Legacy BBBY holders benefit indirectly: every phantom destroyed here increases the weight of recoveries in A, B, D, and E.
🔵 Exhibit D: EA Sports FC 26
▫️Claw Four: BBBYW Warrants
▫️Legacy BBBY retail’s direct successor instrument.
▫️Retail’s second claw, institutional crossover.
▫️EA’s “It’s in the game” = OCC reconciliation.
▫️Footnote 3: “You lost the game” = ledger reset, phantom shorts extinguished.
Legacy BBBY holders receive 1 warrant for 10 shares, the OCC-minted direct retail channel.
🔴Exhibit E: Free Pokémon Promo
▫️Claw Five: RC Ventures / Ryan Cohen
▫️Universal legacy guarantor.
▫️Cohen in dual role (claimant + operator) validates every class.
▫️Promo card = structural assurance the distribution completes with mathematical precision.
Wraparound claw: ensures no legacy class is excluded- retail, bondholders, synthetics all converge here.
VI. Settlement Window, PLR True-Up & the NOL Shield 🛡️(Sept 26 ➡️ Oct 3)
In PLR 202339007, the IRS said the parent company had to make a cash true-up so that every shareholder stayed in perfect balance after the spin.
Even if those payments happened later, the IRS treats them as if they happened right before the spin, to keep things equal.
That means the main settlement (Primary waterfall) has to be done before Oct 2.
If it happens after the record dates, the deal breaks the IRS timing rules, and the whole tax-free ruling falls apart.
Exhibit E validated:
Ryan Cohen plays guarantor. Phantom shares get wiped into debt, real entitlements rise into equity, and every holder is pulled into alignment.
But the kicker is under §382:
Sept 29, 2023- the Plan’s Effective Date -started a two-year NOL shield running through Sept 29, 2025.
During that window, hostile ownership shifts were barred from stripping the debtor’s tax attributes.
The IRS only granted tax-free treatment under §§355/368 because:
1️⃣ The separation was executed simultaneously, pro rata, and balanced, and
2️⃣ The §382 NOL shield locked the structure in place.
📜 Why this week matters:
The OCC’s frozen partitions, the PLR’s back-dated true-ups, and the §382 NOL shield all converge now. Sept 26–Oct 2 isn’t just a procedural record date window, it’s the final tax-coded strike of the clock.
🕑💥
Timeline
-Sept 26–Oct 2: Primary settlement window, debt-for-debt redemption + phantom cancellation. Ledger cleanse.
-Oct 2–3: Record dates, filters catch real holders; phantoms barred.
-Oct 7–8 onward: Distribution cascades (Exhibits A–D).
⏰Final Phase: Exhibit E executes Cohen’s true-up.
No holder excluded.
⭐️⭐️⭐️⭐️⭐️
Ryan Cohen isn’t just playing the game,
He is the game.
The Claw and the Joystick,
The Fruit and the Loom.
When the Banana Grabber strikes,
it’s not chance.
It’s precision. It’s intent.
🍌🍌🍌🍌🍌
🇺🇸+🎮+🛏️🛁🚀WAGMI
GameStop + Amercia #BBBY
Power to the Players
@RepMTG No property tax for citizens on primary residence. Property taxes only on second homes, and increase drastically with each one after. Also property taxes for corporations and businesses buying single family homes for rent.