Cloud3 investors Orthogonal, Pluto sell their shares
"Founders and Incubator Exit Cloud3 at Rock-Bottom Prices, Leaving a Shell Behind"
On May 8, 2026, three material ownership changes were disclosed concurrently: - Orthogonal Thinker Inc. and Pluto 11.11 Inc., Cloud3’s original incubator and key supporters, disposed of all their subordinate voting shares (SVS) and multiple voting shares (MVS) at 3.365 cents per SVS. They now hold only MVS warrants. - Founder & Executive Chairman David Nikzad sold 953,590 SVS at the same 3.365 cents, reducing his stake from ~10.37% to 3.31%. - Simultaneously, 2780839 Alberta Ltd. filed an early warning report after acquiring 1,176,859 SVS and 26,601 MVS (47.56% of outstanding MVS) in a private transaction for $40,496.42. On May 4, 2026, the company closed the sale of all or substantially all of its undertaking – the legacy digital asset portfolio – extinguishing ~$246k of debt. Earlier, on April 22, Cloud3 adopted a new investment policy allowing investments in any sector, positioning it as a pure investment issuer after shedding operating assets.
This cluster of releases is decisively negative. The original incubator and the founder have unloaded virtually all their equity at a fraction of the stock’s prior highs, signalling a total loss of confidence. The exit of Orthogonal Thinker, which had publicly reaffirmed full support and was central to the company’s ecosystem, is a clear warning. The share price has collapsed from $0.25 in mid-2025 to $0.03, and the insiders are selling at near‑zero value, not merely trimming. The sale of all or substantially all the undertaking means the company has jettisoned its sole operating business, leaving only an empty shell with a vague investment mandate. The arrival of an unknown Alberta numbered company as the new dominant shareholder does not bring any visible strategic advantage; it likely signals a change‑of‑control for a reverse merger or shell play. For existing shareholders, this represents a near‑total impairment event.
Cloud3 Ventures was incubated by Orthogonal Thinker as a digital‑asset investment platform, aiming to “exist at the intersection of energy, consciousness, and technology.” In 2025, it announced plans for an audited financial release and a 2026 Nasdaq/NYSE uplist. Those plans have completely unraveled. After the 2026 disposition, the company has no flagship project, no operating assets, and no tangible business beyond a generic investment policy. It is effectively a publicly listed shell.