Thank you for a very nice write up. You used some slides from a presentation you refer to as coming from the IPO Prospectus. I must be blind as I cannot find this presentation. Would you be so kind to direct me to where I can find this?

Thank you.



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Hi Sjoerd, glad you enjoyed the write-up.

Yes it took me a while to find, and now I can't remember where I eventually found it. However, I do have it saved, what is your email? I will email it to you.

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Hi Jon,

Thx so much for taking the time to send me the IPO prospectus presentation. I have used your contact form on your website capitalemployed.fm as I did not want to leave my email out in public. I am already getting bombarded with spam... ;-(

I hope you do not mind.

I also took the liberty of asking you a question on outstanding shares, that I will copy below so other can read/answer it as well.

thx again


The only thing that is holding me back currently (a bit as I am still building my position) is the following information from their last 10-Q:

"During the year ended December 31, 2020, the Company granted a total of 3,233,336 shares to various employees and consultants for services rendered."

But they also state the following on outstanding shares:

"....5,110,195 and 2,353,645 issued and outstanding at September 30, 2022 and December 31, 2021, respectively"

I assume that 66.67% (2/3) of the shares granted in 2020, vested in 2020 and 2021 and the 2,753,750 shares that were issued in the IPO add up to the 5,110,195 shares currently outstanding. But would that not mean that another 1,077,671 (33,33% * 3,233,336) shares will be issued before the end of this year, resulting in a total of 6,187,866 shares outstanding?

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Great writeup! I recently finished reading The Outsiders by Thorndike so this obviously piqued my interest ;) I had a look at the filing and what I couldn’t quite figure out is:

1) Are the founders of the acquired businesses mostly staying on? I think the idea of a decentralised organisation (eg Constellation) was to have the founders operate the business going forward and that synergies are largely a waste of time.

2) Why are the expenses so high? SGA of $3m sound a lot if the thesis is to buy a business and immediately start getting the cashflows at ~ 25% ROI?

3) If the stock is so undervalued, why wouldn’t they just buy it back? I guess the answer is they would have less money for acquisitions but if the discount is apparently 50%?

Overall, I think it’s a really interesting idea.

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Thanks, glad you enjoyed the write-up.

Yes, The Outsiders book is a great read. In answer to your questions...

1) I got the impression some founders would stay on, other acquisitions will need a new ceo put in place.

2) Most of these costs are higher admin/running costs now they are listed, as well as new staff costs.

3) Yes, your answer is correct. They raised the cash to invest in new acquisitions which will produce cashflow. If they used that cash on buying back shares, where the money be to make new acquisitions.

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Yeah makes sense you could argue they could borrow it from a bank at say 12% and pocket the difference but I guess that would undermine the point of the IPO. Let's hope Mr Market figures this out soon :D

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Interesting write up Jon,


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Glad you found it interesting Nimesh, thanks for reading.

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