1. The Collapse in the Dark

 

On July 8, 2025 at 4:46 AM, Linqto was pushed into bankruptcy just hours after shareholders voted (66.59 percent) to remove CEO Dan Siciliano and his loyalists. The bankruptcy stay froze the vote, keeping Dan in control. The company that had $32 million in cash 158 days earlier now showed only $123,000. This disappearance set the stage for the central legal question:

What if the CEO who filed for bankruptcy had no authority to act at all?

 

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2. The Conditional CEO

 

Dan was hired under one condition: complete a merger between Linqto and Nikkl by January 31, 2025. Dan owned 49 percent of Nikkl, making him both negotiator and beneficiary of the deal. The merger terms originally gave Nikkl 2 percent of Linqto, with Dan receiving 0.98 percent of the combined company.

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The deal never closed. Under Delaware law, Dan’s authority expired automatically at midnight on January 31. No board vote required. No letter needed.

His power simply evaporated.

 

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3. Silence - and Seven Days of Planning

 

Dan never informed the board the merger had failed. Instead, from Feb 1–6, he quietly prepared a strategy:

researching bankruptcy counsel, coordinating with Nikkl insiders, lining up personnel, and planning a takeover.

This "quiet period" is the evidentiary foundation for premeditated intent, not chaos or confusion.

 

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4. The Illegal Power Grab (Feb 7–14)

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One week after his authority ended, Dan executed six coordinated corporate acts:

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• Hired bankruptcy counsel (Samuel Schwartz).

• Installed Nikkl affiliates as officers: Jesus Ancheta and Mike Huskins.

• Elevated his General Counsel, Jack Drogin, to Secretary.

• Engaged Sullivan & Cromwell, who immediately recommended bankruptcy.

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Every action was executed without legal authority, and every officer installed was aligned with Nikkl.

 

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5. The Solvency Paradox

 

On February 19, Dan told the board the company held $25 million in liquid capital.

Yet weeks later, his team:

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• Shut down the trading platform without board approval.

• Froze all customer withdrawals.

• Gained full control of Linqto’s treasury accounts.

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Simultaneously, Dan pushed a valuation scheme to cut Linqto from $700M to $70M, multiplying the value of his Nikkl stake tenfold, from 0.98 percent to 9.8 percent.

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When independent director Victor Jiang demanded clarity on assets and rights, Dan refused for 126 days.

A truthful answer would have shown solvency.

Bankruptcy would have been impossible to justify.

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6. The Four-Phase Scheme

 

Documented evidence outlines a coordinated takeover plan:

Phase One - Installation: 

 

Nikkl insiders placed in key positions using expired authority.

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Phase Two - Control: 

 

Treasury seized. Platform frozen. Customer withdrawals halted. Nikkl personnel gained full control of liquid assets.

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Phase Three - Extraction: 

 

More than $32 million disappeared or was concealed. Company engineered into “insolvency” through legal fees and asset manipulation

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Phase Four - Acquisition: 

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Dan’s documented plan:

Buy Linqto out of Chapter 11 using the capital extracted from Linqto.

A competitor using bankruptcy to acquire the company at a 93 percent discount.

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7. Breaches of Fiduciary Duty

 

Dan violated every category of fiduciary responsibility:

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• Duty of Loyalty: Negotiated a $700M deal while owning half of the counterparty.

• Duty of Candor: Concealed the failed merger and refused director inquiries.

• Duty of Care: Proposed a 90 percent value destruction with no independent valuation.

• Duty of Good Faith: Retaliated against dissenting board members and eliminated oversight.

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8. The Purge

 

Once resistance appeared, Dan removed those who knew the truth:

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• Terminated or pressured out directors and executives with knowledge of financial reality.

• Installed loyalists in legal and operational roles.

• Formed committees excluding independent directors.

• Created a Texas LLC for bankruptcy venue shopping, without board approval.

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By late May, every independent obstacle had been removed.

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9. Shareholders Revolt - and the Checkmate

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On July 6, shareholders voted decisively to remove Dan.

But at 4:46 AM on July 8, Dan filed bankruptcy as “CEO,” freezing the vote before it could take effect.

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The filing showed:

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• Cash on hand: $123,000

• Missing: $32 million

• Daily implied burn: $203,710, despite reduced operations.

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This was engineered insolvency.

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10. The Legal Kill Shot: The Void Doctrine

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Because Dan’s authority terminated automatically at midnight on January 31, 2025, every action taken after that moment is classified under Delaware law as:

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Void. Not voidable. Void from inception.

Meaning:

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• No legal effect.

• Cannot be ratified.

• Cannot be cured.

• Bankruptcy filing potentially invalid.

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If the court agrees, the entire Chapter 11 case could collapse instantly.

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11. The Unanswered Questions

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The brief ends with unresolved but critical questions:

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• Where did the $32 million go?

• Why did Dan draft a plan to acquire Linqto during bankruptcy?

• Why conceal a bankruptcy engagement for 151 days?

• Why refuse to answer asset inquiries for 126 days?

• Why fire those who knew the real financial condition?

• Why file bankruptcy 18 hours after being voted out?

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Each question points to intent, coordination, and breach.