Not Quite a "UFO IPO": Tom DeLonge Is Seeking Your Investment in "To the Stars" to Give Himself a $700,000 or More Payday
Later today musician and ufologist Tom DeLonge will be making a “major” announcement tied to his ongoing self-promotional quest for UFO disclosure. The announcement is tied to his new faux-academy for fringe science studies, called To the Stars Academy of Arts and Science, which I’d abbreviate as TSA, but which is officially initialed TTS AAS, with “the” inexplicably included while “of” and “and” are not. I want to note that, like other fringe ventures, this one is also begging for cash, but that unlike most it is a remarkably corporate enterprise. In generally glowing fringe media coverage of the company’s launch, no one has followed the money to see where the cash is going. This speaks both to the laziness of journalists—who focus on celebrity and “access” over facts—and to the tacit agreement of fringe types to protect their gravy train at all costs.
DeLonge is soliciting investment by registering TTS AAS as a public benefit corporation—notably not a nonprofit—and he is framing his sale of $5 per share stock in the company as a chance to democratize investment. Under the 2012 JOBS Act, companies may sell stock directly to the public through a crowd funding website without needing to file an IPO with the SEC. DeLonge is taking advantage of this to sell $200 stock packages. The 2015 Title IV Regulation A+ allows companies to raise up to $50 million without a formal IPO.
TTS AAS filed a raft of documents with the SEC over the past few months, and they shed light into the structure and operations of the organization. Spoiler alert: Tom DeLonge stands to make a lot of money, while UFO disclosure is, to put it mildly, not a priority. The company is currently in significant debt relative to earnings.
It's interesting to see the difference between TTS AAS’s public face and what they confess in their financial filings. Publicly, TTS AAS is an educational enterprise divided into a number of units focused on cutting-edge fringe research. The science division is pursuing consciousness research and psychic phenomena. The aerospace division is looking for exotic propulsion technologies. The entertainment division is producing the Sekret Machines books, and a dystopian young adult franchise. Note carefully that space aliens and “disclosure” don’t occur as a research subject or a purpose for the company. And yet, the public protestations about using the company to promote human knowledge are belied by what we see in the financial documents. That’s not to say that there won’t be “educational” material, only that the company’s primary purpose isn’t science and education, as it pretends.
In documents filed with the SEC, TTS AAS describes itself not as an educational institution, as DeLonge deceptively promotes it in the media with the “Academy” name, but rather as one that provides “services aligned to motion picture production.” Heck, TTS AAS even describes itself on its own website as “a vertically integrated entertainment business that develops, produces and distributes multi-media and merchandise world-wide.” It is headquartered in Delaware, which famously serves as home to corporations due to its low taxes and business friendly regulations. In its filings, the corporation describes its purpose this way:
The specific public benefit purpose of the Corporation is to produce a positive effect (or a reduction of negative effects) for society and persons by engaging in scientific and engineering research and development, producing literary, music, film and media content and engaging in entertainment-related activities intended to promote knowledge, stimulate discussion, raise awareness, and generate funds to support research, strategic partnerships, ventures, technology, education, charitable and other activities, as the Board of Directors (as defined below) may from time to time determine to be appropriate and within the Corporation’s overall purpose and mission.
Basically, it sure looks like it’s a media company that sees “disclosure” as the content it’s pursuing only insofar as it provides grist for the entertainment products. This seemed to be confirmed in a promotional article that ran on the Huffington Post in advance of today’s event. In it, the reporter wrote that the company’s ex-government consultants “intend to move into the private sector and to make all declassified information, and any future knowledge, available for all to see.” Note that they only plan to work with material that is already freely available, or that the government will itself make available of its own volition. They don’t seem to hellbent on forcing the matter, though they made vague promises that after generating vast profits from stock sales and merchandise sales (apparently more of the former than the latter, for now), they might be able to use some of the money for UFO research.
Oh, and lest you think that your investment of $200 for 40 shares of stock will give you a significant stake in the company, think again. TTS AAS is authorized to sell more than 100 million shares of stock, though for its current subscription, it is limited to 10 million shares, meaning that the company values itself at $50 million—a laughably large amount for a company whose products are a couple of mediocre books, some accessories, and a pipe dream. The forms state that the company reasonably expects to sell 200,000 shares (a million dollars’ worth), at which time it has the option to close sales, or to offer new sales in the future. Needless to say, the company has a special arrangement, as do most companies, to give a few elite investors controlling voting interest in the company with only an extreme minority of stock shares. Parapsychologist Harold E. Puthoff and ex-CIA agent Jim Semivan are specifically named in the company’s stockholder agreement as, basically, permanent directors of the board. DeLonge is not. It’s an oddity, and I would be curious about the role that these two vice presidents play in the company that afforded them such a prominent role as the only two named individuals in the management charter.
DeLonge, though, is certainly a beneficiary. Documents laying out what he gets paid make pretty clear that this is intended to be a very lucrative investment for him. DeLonge has a constellation of corporate entities that control the intellectual property he creates as a musician and now filmmaker. TSA, which the company abbreviates as TTS AAS, is legally obligated to pay all of DeLonge’s expenses in using his existing intellectual property to develop new TTS AAS multimedia products. Here’s how he’s getting paid once those products go to market:
It’s a pretty good deal overall, though the book royalties are much smaller than one might expect, perhaps because DeLonge doesn’t actually write them, and because he gave his copyrights on the works to the company. But get a load of the most important paragraph:
d. Minimum Royalty Guarantee. Notwithstanding the foregoing, if total Royalty payments in any given calendar year fail to meet one hundred thousand dollars ($100,000.00), as determined by the calculations of the Reporting Period ending in December, then TTS AAS shall pay the DeLonge Parties any shortfall so that the minimum Royalty paid to the DeLonge Parties each calendar year hereunder shall be $100,000.00. Any such payment to the DeLonge Parties shall be made by February 28th of the following calendar year, in accordance with Paragraph 7(c) above.
The company also agrees to take on and pay off DeLonge’s own royalty payments to another entity, and agrees that all of its products using DeLonge’s material are works for hire made for Tom DeLonge, who owns the intellectual property in perpetuity.
So, basically, DeLonge is giving himself a minimum $100,000 annual income just for the use of his music and image. As I read it, he would then be entitled to even more money as president and CEO of the company and possibly still more money for the original TTS AAS products he develops as part of its regular operations—i.e., the movies. That part isn’t spelled out in the documents, so I have no idea what salary DeLonge will pull in, or how he will be paid for the materials he “writes” and produces for the company outside of his own production house.
Given that the payments are supposed to last for at least seven years, don’t expect “disclosure” any time soon.
What is utterly astonishing is that DeLonge is using “disclosure” to sell t-shirts and CDs, and this, in turn, seems designed to create demand for TTS AAS stock. The money taken in through the stock offering—one million dollars or more—is already earmarked to the tune of $700,000 minimum to DeLonge himself.
In short, this is what TTS AAS is all about: Big cash payments in a for-profit entertainment company. This is hardly a nonprofit selflessly pursuing “truth.” “Disclosure” is simply a product sold for profit.
Update: At the noon ET launch event, DeLonge described his company as “a perpetual funding machine,” which seems to confirm exactly my suspicions.
10/11/2017 11:50:08 am
With a name like TTS and AAS, I would expect some porn stars involved !!
10/11/2017 11:55:53 am
"So, basically, DeLonge is giving himself a minimum $100,000 annual income just for the use of his music and image."
10/11/2017 12:54:19 pm
He should try to appear on Shark Tank.
10/11/2017 02:08:50 pm
Pyramid scam and ponzie scheme in the guise of a company to embezzle or launder profits from the suckers that sign up for his products or buy his merch. Isn't the American dream grand?
10/11/2017 02:36:07 pm
Well,,,,, anybody but Wolter and Pulitzer.
10/11/2017 03:25:07 pm
WTF dude? How is it embezzling if the company is legally obligated to pay him a certain amount of money? Do you know what embezzling IS? Do you even word, bro?
10/11/2017 03:51:48 pm
I just had to post this. Not knowing the site's obscenity policy, I'll just call it getting paid for T & A.
10/11/2017 06:35:16 pm
DeLonge is doing what the Ancient Aliens goons are doing and he's being open about it. I must say, I'm surprised such honesty (comparatively speaking) exists in the fringe.
10/12/2017 12:28:30 pm
If you check the offering again you'll see he is also repaying a loan to another one of his companies Our Two Dogs inc, of which I was able to find the contact and listing information for. It appears to be a retail hotdog stand and Tom DeLong is listed as the only contact. On yelp it's listed as a CPA/Law firm. Phone number is the same for both.
10/12/2017 01:17:20 pm
Oh the company might eventually embezzle, but for now it looks like just a fraud scam. It could lead to theft within the company, and since there is a dummy site devoted to some other property, it is likely that could happen eventually.
Just like a typical pseudoskeptic - focus on the part that you don't like, while ignoring the rest. You supposed "critical thinkers" love to do that. No mention, of course, that Luis Elizondo, at that presentation, came out and said that there WAS a secret US government conspiracy to study UFOs, despite the US government repeatedly saying, since 1969 and the Project Blue Book fraud, that the US government doesn't care about or study the subject. Also, Elizondo said that Elizondo ran that conspiracy, and also said that the UFO phenomenon is definitely real. So, Colavito. Do you think that Elizondo is lying? Do you think that he is delusional? If so, maybe you want to publicly pronounce that you think that Elizondo is delusional, or lying - whichever one you believe. (or both, if you believe that)
10/14/2017 11:47:05 pm
I don't think you understand words. Let me help.
Maybe you should do research on him, rather than just believing that he is a liar. Leslie Kean reported that she has confirmed that he "is who he says he is," but you probably won't believe her, either.
10/15/2017 10:52:06 am
You don't have much in reading comprehension, either. Nowhere did I say I believed Elizondo was a liar; that is something you injected.
Only me, son, if you truly believe that it was out of line for me to assume that you thought that Elizondo was a liar when you posted that you don't believe him, then YOU are the one with mental problems. I don't see too many options. The man is either a liar, or delusional, or he's telling the truth - unless you know of a fourth possibility, or a fifth, maybe. Why don't you tell me, and everybody else. Which do you think? Liar? Delusional? Some other option? (I doubt that you're going to say that he's telling the truth)
10/15/2017 02:03:16 pm
Okay, boy, here's my exact quote:
Okay, I'll make you a deal. I'll be less flippant about you if you'll stop saying that I don't understand terminology and stuff. Deal?
10/15/2017 03:15:02 pm
You have a deal as long as you stop trying to attribute to me statements I didn't make.
10/15/2017 04:46:07 pm
Not really. Elizondo is just the latest to come forward and claim UFOs are real. This is something that entered our culture with the Roswell Crash, so there's been a lot of people that have said the same thing for the past 70 years. You'd think, after all that time, *someone* would have provided evidence if such a phenomenon were true. No one has.
So, you want to have it both ways. On one hand, you want to deny that you are calling the man a liar, and also deny that you are calling him delusional. On the other hand, you want to be "skeptical" by believing that Elizondo is not telling the truth. Once again, if Elizondo is not telling the truth, then there are only two possibilities that I can see. Liar or delusional. Maybe it could be some combination of both. I think that this is your way of claiming that someone is a liar (and/or delusional) without having to actually say so.
10/15/2017 06:06:17 pm
No. I see it doesn't matter how many times I say it, you only hear what you want to hear, but, I'll say it again: just because I doubt someone's claims doesn't mean I automatically consider them a liar or delusional.
10/16/2017 01:38:02 am
Thank you :) My thoughts (analysis u might say ;) Exactly!
10/17/2017 05:57:50 pm
There have been a number of retired government and military personnel over the years who have said very similar things that Elizondo said. The problem is that they are hard put to provide evidence that backs up what they say. I am not saying they are right or wrong just that it is extremely difficult to prove. If Elizondo provided some documents for example that backed up what he said then there would be evidence to analyze. But so far nothing. I would be very surprised he could actually do this for if documents that support his pronouncement exist they would be most likely classified.
Yeah, and I've heard pseudoskeptics say the exact opposite. They won't believe certain documents because they want the word of someone who knows about the documents, or that certain documents can't be verified without the word of certain individuals. At some point, you're going to have to trust someone. Who do you trust? Well, for pseudoskeptics, they just never trust anyone who thinks that something might be true that the pseudoskeptic labels as "extraordinary." A reasonable person, however, in this case, would believe Elizondo, unless some further reasoning that this is some conspiracy to mislead us gets uncovered.
10/16/2017 11:06:32 am
So we aren't likely to see any revolutionary energy technology released by DeLonge and Co. Never mind, check this out : http://cognizantnationhq.weebly.com/free-energy.html. It won't cost you a penny. Free Energy Forever.
10/17/2017 06:19:37 pm
It looks like the TTS investors have stalled out on buying shares. If anyone looked into the company Ciruclar, it's no wonder. Not getting too great of press either. Others have relayed what Jason has written. It does seem so many entertainment venues are trying to make money off 'alien disclosure' but the few serious ufologist and scientist who study the phenomena get next to no funding. Only SETI has really had any real funding and after 32 years of searching have found no relevant signal using radio wave technology. While there is quite a bit of types of evidence that the phenomena exits here on earth Seth Shostak relies on funding for searching light years away on technology that has proven not very useful for the goal at hand.
It was rumored from the very beginning that this whole
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9/25/2018 07:50:00 pm
Ok. Ive seen things I can't explain. On a number of diffrent ocasions ( I am a very poor speller) , a few times what I saw was Awe Inspiring! And the other times friggin' confusing as heck. I want to belive so bad , I honestly do. I've read and read more books than I can remember, I lived near Loring Air force Base and my home was directly beneath the flight path ! It sucked, but it was also neat to see how low they flew , low enough somtimes that you could spot the landing gear, I heard these LOUD sonic booms ???? dont have a clue what that was . One thing I do think is that we shouldnt realy know everything anyway. I dont think our goverment would like the things they are developing to be known by evey country on earth. On the other hand there are things they could do to make us more at ease with the UAP phenomanon and say yeah, ok, you guys arent crazy but here's the truth about it.... astronaught's and the former canadian minister of defence have said it's real...I personaly am not going to call any of them liars . Saying somthing is one thing, but acting like a Snowdon devotee is another , they'd land up in prison. So....saying that If UAP's arent a threat , well. then tell us and show us something to prove they are real . If some are a threat , than tell us how to behave and lets get rid of the Elecorial College. That one is personal....we did that to please the southern states in the civil war....we bribed them. I'd rather we went by a popular vote , so we can ALL vote and make it count and elect people who we actualy believe in and has the country and peoples best intrests at heart, and get rid of party lines while we're at it. Call yourself what you want but it's like religion. The Catholics VS, Henery the 8th's temper tantrum cause he wants a divorce. So ...yeah that's about it. Watch Joe Rogan interview Tom Delonge...you see for your self that he has a ego as big as his pipe dream.The goverment loves that "You are the only person who can do this Tom!" NO, it's been done before....sadly. I wish I had the faith enough to invest in his company . Maybe we will all look at this page in 10 years and go "DAMMIT!!!!!" I hope , truely hope, that it happens. I'll miss the money I never made though. Good luck to him.
8/5/2019 01:17:53 am
No one here has the slightest idea what they are talking about. All I care about is what this story means. Is this the real thing? None of us have any more than sentiments; the facts are being questioned or ignored. I have to say though, you sure do get the most flak when you are over the target.
TTSA released 3 videos from the military of UAPs which is what they now sometimes call UFOs. These were all military footage recorded with the military's most sophisticated systems. Raytheons FLIR, forward looking Infa Red camera was used to capture the 3 UAPs video that TTSA got released from the goverment. These encounters were witnessed by military people too, like Commander Dave Fravor an F18 pilot that called one of the UFOs a tic tac. The release of the videos has changed the coversation on UFOs with the media. All of this reporting started in 2017 with the New York Times article about TTSA and subsequent articles that talk about the videos released.
Great post.. looking forward to share this with everyone here
2/23/2020 03:06:34 am
This is very interesting content! I have thoroughly enjoyed reading your points and have come to the conclusion that you are right about many of them. You are great.
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I am an author and researcher focusing on pop culture, science, and history. Bylines: New Republic, Esquire, Slate, etc. There's more about me in the About Jason tab.
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