Beyond X Announcement - Spaces Call Transcript

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Good morning. We are going to get started here in just about 15 seconds. People are coming into the spaces and I want to give people time to get in before we get started. We will be getting started here in just about 10, 15 seconds. For those of you that are on the line, there is a process to request to ask a question. This call will go on for about 45 minutes and we will go through and answer as many questions as we can. Before we get started, deep into the content of today's call, for good corporate governance, I will be reading a safe harbor statement. Today's discussion and our responses to your questions reflect management's views as of today, February 3, 2025. It may include forward-looking statements, including without limitation to statements regarding our future business strategies and objectives, anticipated acquisitions, transactions or sales, future partnerships or strategic ventures, and any results there of including future performance, profitability, and any other results.

Actual results could differ materially from such statements. Additional information about risks, uncertainties, and other important factors that could potentially impact our business performance and financial results is included in our Form 10K for the year ended December 31, 2024, and our Form 10Q for the quarter ended September 30, 2025, and our subsequent filings with the SEC. This morning, the company filed an 8K regarding today's topic.

Inside of that 8K is also a link to the press release, which should be issued here shortly. Good morning to everybody. We have both company participants as well as listeners on the line today. The company is happy to announce that Beyond Dink will reunite the bed bath and Beyond with the Bye Bye Baby intellectual property. This acquisition drives profitable revenue growth. It provides T-Zero tokenization offerings and pioneers blockchain innovation for life events.

For formality's sake, I'm going to read the release and then we'll get into comments and questions throughout the morning. February 3, 2025, Beyond Dink, owner of Bed Bath and Beyond and Overstock announced today that it has entered into an asset purchase agreement with BBBY Acquisition Co LLC to acquire the global rights of the Bye Bye Baby brand. The purchase price of $5 million includes certain assets, databases, domains, intellectual property, vendor relationships, and content related to Bye Bye Baby.

Bed Bath and Beyond and Bye Bye Baby have historically been synonymous with supporting families, their homes, and all of life's milestones. Our goal is to go beyond the traditional Omni Channel mindset, focusing on the four corners of the property and the four walls of the home. It is our objective to help homeowners enhance, protect, and unlock the value of their most important assets and information related to their homes and their lives. There are three very specific strategic drivers of this transaction.

First, our goal is to strengthen the Beyond portfolio. Alongside our Omni Channel partner Kirkland's, we collectively believe the Bye Bye Baby brand has a strong future both online and in brick and mortar. Kirkland's will have the full flexibility from integrating Bye Bye Baby into Bed Bath and Beyond stores that are contemplated to opening standalone locations under each legacy banner.

The Bye Bye Baby in-store experience will be a destination for parents offering curated selections of the best brands for every stage of childhood. Number two, the tokenizing of intellectual property. Beyond and T-Zero, with its SEC regulated special purpose broker dealer license, are deeply exploring the tokenization of a portion of the Bye Bye Baby intellectual property. The company is considering two separate offerings on the T-Zero platform. The first would potentially be a digital dividend available to current holders of the Beyond stock as a specific record date, while the second would be an offering to new investors interested in owning a share of the intellectual property.

In both cases, our goal is for the token to provide a revenue share on the Omni Channel revenue generated by the brand, along with loyalty benefits across the Beyond platform. Number three, we're going to be building what's called a life chain. We see an unprecedented opportunity to leverage T-Zero's blockchain technology and the Bye Bye Baby assets to build the first ledger that records all significant life events, starting from birth records, medical records, and life milestones to educational records, financial products, insurance, and purchases. This initiative, which we'll be calling the life chain, will integrate the consumer's financial and digital assets into a single, secure digital wallet supported and driven by Salesforce and its agent force technology. This acquisition combined with Beyond's existing portfolio of assets and investments, drives us toward our mandate of operating a profitable company focused on traditional revenue and earnings growth.

We are leveraging our belief in the evolution of tokenizing assets and the critical importance of securing data related to your home and your life. It's a lot to take in this morning, and I apologize that I needed to read the formalities of that, but very simply stated, Beyond has acquired, is in the process of acquiring, excuse me, signed definitive asset purchase agreement to acquire the Bye Bye Baby intellectual property from Dream on Me. And quite frankly, the genesis of all of this is when you go back and you look at the history of Bed Bath and Beyond and the founders set it up, it was their goal to not only sell goods and services, but to really focus on owning in on life events. And when we have really studied where that brand has been and where it is today and where it needs to go, we felt very strongly that Bye Bye Baby, one of the most significant life events, needed to be part of what we would call that life chain.

And over time, it is our goal to develop that life chain into far more than just baby, but this opportunity gives us the ability to do that. It is contemplated that this transaction would close on or before March 25, 2025. Dream on Me, the seller of this intellectual property through its BBBY acquisition company, will continue to operate the Bye Bye Baby website until that point. We have removed the Baby and Beyond brand from our website and have placed just the moniker of Bye Bye Baby.

There are no hotlinks and there is no product as our team works to integrate the products and offerings and our American-based vendors onto that platform. I think the piece that's most exciting for me is that our company, Beyond, has really started to spend a lot of time on all of the Medici assets individually with all the companies that are part of that. While Pellion has taken on the legal responsibility of managing the portfolio and the disclosures that go with them, we have decided to take a more active role in engaging. And so the T-Zero relationship of which we own a significant stake is really a vehicle of choice for us. We believe that this particular, you know, possible two transactions will display the efficacy of what we believe is an unbelievable platform.

And as a reminder, T-Zero is one of two companies with a special purpose broker dealer license, which we think is phenomenal. I'm now going to go ahead and open it up to questions. Before we get started with questions and answers, I want to be clear that, you know, I will do my best to answer questions. We will not be answering questions about the fourth quarter. We will not be answering questions about any other part of the business. And if for any reason any of the questions start to, you know, detour off into topics that are not related to specifically this transaction, I will politely end that call and move on to the next.

If you have an interest in asking a question today, please feel free to hit your request button. It is very important that you do that. That's the way you get in to the queue. So we will open up the call to the first request. Go ahead, sir. Go ahead, sir. Okay. A &W, if you will go ahead and take your mute button off, you have been cleared to speak.

Thanks, Marcus. Appreciate it. Can you expand a little further on the tokenization side of what you are going to be potentially distributing? Is it, when you say a dividend, it sounds to me like it is a dividend for current holders who would then own a piece of the potential business. But it is not necessarily a dividend that or a security or token that is going to be distributing cash flow. Am I right or wrong?

So let's clarify that. Thank you for that question. I am a firm believer in this tokenization process at least to really advance widespread adoption that consumers really need to understand what the benefits are of tokenization. I think pretty much everybody on this phone understands the general principles behind it. But we have seen a lot of different solutions be provided over the years. And in a lot of cases, people don't necessarily see tangible assets. What we are exploring heavily and deeply with T-Zero is the tokenization in two separate tranches of the intellectual property that we are purchasing from Dream on Me. So our company beyond will pay $5 million to accumulate all of the assets and intellectual property associated with Bye Bye Baby. It will then take a portion of that 100% in one tranche and issue it a digital dividend to individual shareholders as of a current record date of beyond shares. What they will get in exchange for that is they will hold a portion of ownership of the intellectual property and coming with that will be a revenue share. Not a royalty, I guess people could call it that, but a revenue share that will be a derivative of all online and omnichannel revenue that is generated. In addition to the revenue share that's there, there will be a separate subclass of our loyalty program in which those holders will receive incremental benefits across the entire platform. I'm a firm believer that tokenization, at least from beyond's perspective, needs to come with either an asset, a very firm and appreciating asset, and or an asset that kicks out cash flow.

And so it is our expectation that as the company comes on board here in March and it gets moving, that on a quarterly basis, those holders of that said token and that token would be issued to shareholders of a record date of beyond would now own a portion of the IP and would receive revenue share from all of the revenue that is generated both online and in stores. The second tranche would be issued not to hold there specifically, but to those interested or those excited about investing in singularly, singularly that asset. And they would get the same benefits. They would get a portion of the cash flow. The amount that we will offer, for example, this is for illustrative purposes only, if for example, we decided to tokenize to the community an opportunity for them to buy 20% of 100% of the intellectual property.

We know that the purchase price for Dream on Me is $5 million for 100%. We would then offer through the tokenization process $1 million of tokens related to 20% of that asset. Those token holders would then trade on the T-Zero platform and then they would own a 20% of the rev share associated with the royalty. So for example, it is our goal to take 100% of the revenue, attach a percentage of revenue, and whether that be a quarter of a percent or a half a percent of whatever the revenue is, those 100% owners of that IP would share in their ratable portion. So I'm a firm believer again, Dan, that there should be an asset and an ownership of the asset and there should be cash flow that comes with it.

If I could, Marcus, one more question and then I'll go back in the queue. The business today, the website today is live. Is it generating revenue currently and how are you going to move into that change after the cutoff date? What synergies exist operationally, between your other businesses and this business? Thank you.

So based on the diligence that we've done thus far, it looks as though the Bye Bye Baby website is doing approximately $30 to $35 million a year in online business. And the assortment of vendors on there are probably much smaller than it needs to be. And our organization has been working with American-based companies, the companies that drove really the launch of Bye Bye Baby years ago, and we're part of that fabric. It is our goal over the next 52 days, 50 some odd days, between now and March 25th, that our tech team will be building a very simple platform. And that platform will take advantage of our current supplier Oasis. That's how our vendors and our product come in and out of the websites.

And that on that day, we will have transitioned that website over. The thing I think we love most about this transaction is that we believe right out of the rip, this transaction can have positive contribution margin. What I mean by that is you take all the revenue that the site generates, you look at the cost of goods to the product that's your gross profit, and then you look at all the costs associated with delivering that product. Those are called the frictionals, and it would lead to contribution margin. We look at contribution margin as a major driver in our business to reaching profitability, and we think this particular asset will not only increase web traffic, will not only give Amy Sullivan, the CEO of Kirkland's and the Kirkland's team the ability to either incorporate it inside of the bedbast doors, or do it on a standalone, but we believe we'll be able to see positive contribution margin. In our opinion, by no later than the third quarter, I think the ramp up of revenue, I think everybody's got to temper their expectations. For us, it's across the entire enterprise, the amount of revenue we're doing at this moment in time is not as important as the level of profitability that the revenue comes with.

And so I would expect that business to onboard, we would get a stabilization, and then we would hit the go button from there. Thank you, Dan. I appreciate it. John, your line has been pressed open. John, your line is now open. John, you'll have to take your mute button off. John, your live, go ahead. John, we're going to move on to the next speaker requested.

John, your mute button is going on and off. I'm going to give you a couple more seconds. Okay. Sunshine, your mic is now live. You'll need to unmute your mic.

John, your mute mic is now live. Okay. Folks, for those of you that have made a request to speak, please be prepared to do so. I've opened up another line, A.

Morning, Marcus. Thank you for hosting the space. Just a quick question on timing. If this was planned out long-term or if this opportunity just came up in the near future, and then I do have a follow-up.

I'm not really quite sure what the question is.

Yeah, just to explain, bye-bye baby Bed Bath has been kind of dormant for a little bit now. Just wondering on the timing of this announcement.

Well, I'm not quite sure that comment is factual. Bed Bath and Beyond has been active as a website since August of 2023. And Bye-bye Baby has been active for about a year now. And so I don't necessarily follow the dormant concept, but we started communications not too long ago with Dream on Me, which is a wonderful manufacturer of baby goods and products.

They were the purchaser of the Bye-bye Baby asset from the bankrupt estate. And we felt that the Bye-bye Baby brand really needed to be back together with the Bed Bath and Beyond brand, both from an online perspective, but from an in-store perspective. And when we completed our investment in Kirkland and started really talking to that management team about the product offering and the ways to drive more traffic, and we started talking to our web team about ways to drive more traffic to Bed Bath and to really start to think about the baby space, it became more interesting. I would say that this really started to become interesting when we started to dig into the possibilities around the tokenization of assets.

And the more that we started working with T-Zero, the more we started to understand the value and quite frankly, the simplicity of taking a single asset, one that people may have an interest in owning a piece of, and understanding how to make that acquisition and then to work with T-Zero and how to bring that to life in a very different way. I think, secondarily, the shareholders of Beyond have been very patient. It's been a very difficult 12 months. The stock has had a rough ride. And as we march towards our path to profitability and we march towards understanding who we want to be when we grow up, which is right now, we needed to start to close the loop on a lot of things. And the product offering and the assortment was one of them and the tokenization of those assets were another.

Awesome. Thank you for that, Marcus. Last question. Just wondering if the date of record, has that been announced or is that to be determined?

That date of record has not been announced. The board of directors, the management team and myself will be discussing that here, along with David Goon, who is our leader at T-Zero. But it should be, in our opinion, within a very short distance from here.

Awesome. And just a closing remark. Are you looking for additional partners or is this going to be driven internally with the Beyond team? Partners in which sense? Potential external partners outside of Beyond and T-Zero. In terms of ownership? Ownership, synergy opportunities, logistics.

Yeah. In terms of ownership, it's my goal that Beyond maintain itself as the majority holder of the Bye Bye Baby intellectual property. It is also our goal to have our current Beyond holders own a piece of it as well outside of their holdings in Beyond. And it is also our goal to allow this offering to be available, made available to other folks who quite frankly deserve to have a chance.

And whether they were previous customers of Bye Bye Baby or previous owners of Bed Bath, we want to make sure that it's available and we're establishing a value for that share and we want to make sure that's available to everybody. In terms of partnering on the platform itself, there are some significant tech partners that are helping us. We have engaged with Purcell, which is really a front end technology company that does amazing work. And as they begin to transform the site experience across our other websites, which need it desperately, they'll be a part of our process on Bye Bye Baby as well. And then Salesforce with our recent launch has become a huge part of our overall business.

And they'll be integrated not only on the Bye Bye Baby website with different technology, but they'll be integrated into the blockchain as well. Awesome. Thank you so much. Move on to another speaker.

John, your line is now open. Good morning. When will the first store of Bed Bath and Beyond open? I think that will be one of the single most important things is everybody I mentioned bed, bath and beyond to first thing out of their mouth is, oh, I thought they were out of business.

It's, it's, it's, that's an excellent question, by the way, John, we hear that all the time and, and, you know, there's a lot of people who have been very critical of us for not spending enough money on marketing, allowing people to know that it's open. And right now we have one focus at the company and that's reaching profitability here in the very, you know, near future. We, if you may not recall, we made a very strategic investment not too long ago into a wonderful company called Kirkland's.

They trade as well on the open market and Amy Sullivan, who's their CEO, is leading the charge on our company's re-entrance into the omnichannel world. And she has spent the last several months with her team, visiting locations and really thinking about what the right assortment is and what the right floor plan is. We know that in the past, bed, bath had, you know, thousands of stores across the country. And in our opinion, probably was oversaturated in terms of the fixed cost associated with operating those stores. It's our belief here that over the next, call it several, four or five months that we identify the final location.

They have the full authority of their board and of their management team to identify that location. They're in collaboration with us on that to finish the assortment. It's my goal. But I sometimes live in fantasy land. It's my goal that the first.

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One of the first stores opens up in New Jersey, which is the birthplace of Bed Bath and Beyond. But we're looking at stores in markets across the country. What's been most exciting is the number of landlords who are excited for this, what I would call very, very powerful traffic driver to plazas and to malls to come back.

And I think adding bye bye, baby is another feather in Amy's cap that drives more traffic and it widens the moat in terms of the offering of life events that one location should have. So we should see something here shortly, but we will be relying on Kirkland's and Amy Sullivan to deliver that very concrete date and information. Thank you. Absolutely. I'm going to open it up. Eland, I think I said that right. E-Y-L-E-E-N. Good morning, Marcus. How are you doing? Well, thank you. Awesome.

I just had a couple of questions. The first you said you bought assets, the bye bye, baby asset from Dream on Me. However, from what I understood, it was the IP and originally it was shared. Are you sharing this IP with anyone?

This IP is going to be wholly owned. Today, Dream on Me wholly owns the assets. The assets include the website, the domains, the databases. So Dream on Me owns 100% of the bye bye, baby assets today. They own that inside of the BBBY acquisition company.

Our company is buying 100% of the assets. It is not shared with anybody else. There is no fee to pay anybody else and nobody else has any rights to those assets.

OK, also, so there's no other partnership internally with BBBY acquisition?

BBBY acquisition co is the seller of the assets to us. Dream on Me owns BBBY acquisition company. When we pay our five million dollars and they wind down their business here in the next several months, that entity will no longer possess that name. And those assets will be under beyonds control.

Also, is this just for the US or is it for Canada as well?

It's global rights to buy by baby.

OK, thank you. I appreciate it. Yes, ma'am.

Sir, a billion, I believe that is your name, has been opened up. Your line is open.

Hey, good morning, Marcus. First of all, congratulations to you and the team. This is really exciting news. I wonder if you could talk a little bit more about the live chain and what we can expect there.

It's, you know, I've gotten to learn more about the work that T zero has done over the years to build the platform. I started to really think about, you know, what are the what are the reasons why somebody would want to set up a blockchain? And, you know, unfortunately, my mind was definitely, you know, moving pretty quick when I saw the terrible, terrible devastation, both in the Carolinas in Florida from the hurricanes and the fires in California and really thinking about the necessity for for people to really put everything that they have related to their most important asset in one place. It's our goal with some serious financial and tech partners along with T zero.

And we haven't disclosed who those other partners are who are working on it to develop a very simple ledger. And I used the birth of a child as the basic starting point of what that life chain would look like. But for me, you know, how does a homeowner or how does a parent who is either adopting or having a child catalog, all the important information that goes on, you know, from from beginning to middle to, you know, to the advanced years and what are the important, you know, documents and what are the important life moments and what are the important purchases? And that doesn't mean that you can't have intangible things like pictures and memories and things like that. But I'm very much focused on what are those tangible things from birth certificates to medical records to educational records to different life events to exist on this very simple ledger. What's also important to all of us at beyond is that we find finance and insurance partners that can integrate. And as we're creating that digital wallet to allow people to come in with a life insurance policy for an infant, insurance policy for a home, a college annuity investment vehicle for folks and really building that wallet that a family can pass on from one generation to the next. We know that health records are quintessential. We know that, you know, other important educational documents are important.

But as that baby grows up and as we as individuals make the most important purchase of our life, or at least for me, it was in buying our home. How can you expand into other things like that? So I think T zero is really going to come out here in the next couple of, you know, call it month or two with a well laid out plan of how they see that process working. I think the thing that we're most excited about is some of the partners that we have that are part of that. What's also important is the technology that drives that whole process. And so we're engaging in very serious conversations with the folks at Salesforce around their agent force product and how all this information can be collected, how it can be stored properly on the ledger. But more importantly, how it can be used to create triggers, how it can be used to create really important moments so that we can remind folks, you know, what they need, when they need it. At the end of the day, let me be clear, all of these activities, whether it's the acquisition, it's going to buy by the tokenization to show the efficacy of T zero and to provide more value to our shareholders or the building of the chain is meant to do one thing.

And that's drive profitable revenue and earnings growth, you know, over the next several years. OK, Bobby, I'm going to open up your lines. Bobby, your line is now open. Bobby, your line is now open.

Morning, Marcus. Hey, I want to ask about the partnership we had with X and we're on short and long form content.

So we still have our partnership with X. I put every single thing that was out there on hold with one goal in mind, and that is to get our company to profitability. We have a fantastic relationship with all of the management team there, you know, particularly the leader of that organization and Linda Yaccarino. But it is our belief that the principal thing that our shareholders and our sell side analysts want to see is a return to profitability for our company.

And so we'll be discussing those results in that process on our February 25th call, which was announced earlier this morning. Thanks, Marcus. Scotty, your line has been opened up. Scotty, your line has been opened up. Brilliant.

I just wanted to say, fuck you, Mark, codes and T zero. Have a great day. Sir, thank you. Have a wonderful day. OK. Mike, your line is opened up. Mike, your line is opened up. OK.

Hey, Marcus, something about space is that it takes a second for people to actually even hear you when they sign in just FYI. OK. Just a little off topic. I know that Camping World is a large presence in California. Is the ban on RV cells in California causing any ill effects? Has it gone into place so far? And is there anything that you need from the public to help support you?

Unfortunately, I won't be answering any Camping World call questions on this particular call, but I will be happy to do. I can't be world spaces here over the next couple of weeks. But I appreciate that question. If you have any questions about beyond or by baby, I'd be happy to take those today.

OK, so as far as this new project that you're doing, do you think that the tariff is going to be affecting any of the stores? Stocking or have you made attempts to maybe merchandise it from some of the products in the US, manufactured in the US?

So I'm a firm believer that the tariff, you know, process is going to be a bit of a roller coaster ride here in in in short order. And, you know, you could see what's going to happen to the market today. As far as we're concerned, we're firm believers at beyond of supporting American based companies and look to really prioritize manufacturers that domicile here in the US. That's not really terribly new information. But it is true that throughout the home space, there are products throughout the home and baby space, there are products that come from around the globe. And, you know, we we have seen some information over the weekend regarding any possible changes to the regulations around the de minimis law, which allows foreign companies to circumvent the tariff process by selling direct to consumers. And I think this current administration understands how to shut that loophole down in favor of American companies. And we expect to be one of those American companies that benefit from it. But simply stated, you know, we we are an American based business. We want to support American based businesses.

You know, we're here in the USA, but we recognize that products come from around the world and will be very thoughtful in ensuring that we navigate properly around them. Thanks for that question, by the way. Sean, your line is opened up.

Hey, Marcus, thanks for hosting the space is called. Yes, sir. So I'm looking at this new buy by baby thing and I'm understanding it as a baby, right? And as it goes through and grows, do you look at it as something that will eventually move off the ATS and do something like get on the primary like New York Stock Exchange, New York Stock Exchange or something similar?

Well, I don't I don't necessarily see that. I mean, you know, we're we're on the New York Stock Exchange as beyond. And, you know, we provide a great platform and great liquidity for people to get in and out of the stock based on what they see here, like and don't like. What we wanted to do was demonstrate the efficacy of one of our largest investments in the history of our company, which is in T zero. And our ownership stake is such that the the the proof point and the green shoots that we believe it has shown in the past and will show with these types of transactions, not only drive value to beyond, but it allows people to own a piece of something that they want. And I I think the education for everybody over time is if you can liken it to a buffet where people have the choice to either buy the whole buffet or we give them a chance to just buy one item on the buffet and and and buy it at a smaller price and a smaller value and enjoy the benefits that come with it. For me, the most important thing is making sure that things come with cash flow or or they at least come with an appreciating asset.

That's the intent. But I don't see anything really changing in the short term, but never say never. But I don't see anything changing in the short term other than that, the partial tokenization of the intellectual property that we're purchasing.

OK, thanks and good luck. Thank you.

Believe you've been added as a speaker, sir. Or man, not sure.

Believe. Hey, Margaret, can you hear me on your ear? Yes, sir. OK, so I can't talk about what I want to talk about. I know you won't answer. So I just want to tell you, I appreciate your stance with the issue with the flag. I know it's off topic, but that means a lot. That means a lot to me. And I appreciate your commitment to American companies. And I just want to say, keep up your word.

Thank you. I will address the flag, you know, just as it relates to all the companies that I'm involved in. It's really important to us that, you know, we support what's happening here in this country and that we, you know, take our time to really invest in what's happening here in the American worker.

And so at beyond, I know that Dave Nielsen is working feverishly with the merchant team to continue to support those American based companies. We know that's, you know, that's obviously where we need to be as a society from our perspective. Michael, your line has been opened. Michael, your line has been opened.

Just circling back around, Marcus, there's about a seven second delay when you bring somebody up before they'll be able to hear you. Thanks, Mike. Sit that.

Yeah, I just had a question about the tokenization of the stock. Now, is that going to change anything with short sellers?

We're not tokenizing the stock. We're tokenizing at least our goal is to tokenize the intellectual property of Bye Bye, Baby, and assign a revenue share model to the token holder on a pro rata basis based on the royalty that will be generated, the revenue share that will be generated from the overall piece. So will this be similar to how you did it with Overstock, how they received that kind of dividend?

I can't speak to the process that was done in the past. What I do know is that T-Zero will be handling the tokenization. And just as a reminder, this is an SEC regulated process.

And one of the benefits that T-Zero has that only one other company in the country has is the special purpose broker dealer license. And so David Goon and his team and their legal team will be driving the entire process around what that needs to look like. It's compliance with all the regulatory processes that happen there.

All the disclosures that are associated with them to ensure that the adoption of these kinds of concepts are also protective for consumers. Gotcha. Thank you. That's all I have. Sir, Bobby, your line has been opened up.

Yeah. Can you hear me? Yes, sir. I have a question about what are the tax implications that are going to be? Do you have any understanding of what they may may look look to be like?

Tax, tax implications regarding what, sir?

For the T-Zero and the fundraising, if you own some of those tokens and you go to get paid out, what would be the tax implications? Do you have any understanding of what that looks like?

I'm not quite sure I understand your question, but at this point, I don't think I don't really think there's any tax implications to us acquiring the buy by baby asset, but be happy to research that more. But I can't think of any tax implications related to this specific process. OK, I appreciate it. Thank you. Oh, Keith, your line is opened up.

Hey, Marcus, thanks for doing this. Just a question. Have you talked to any institutions on their ability to hold their ability to hold a tokenized asset on T-Zero? I just wonder if I'm like a regulatory or compliance standpoint, if it is possible for them to.

You know what I have not, specifically, obvious because this news is fresh. And so we haven't shared this news with anybody other than the developmental partners that are working on the process. And I would imagine that David Goon will be really helpful in educating all of us on who can and who cannot. And I would assume that in a lot of cases, the institutions have their own charter of what they're permitted to do and not do it. So I'm not sure that we would be the right person to gatekeep someone's ability to hold or not hold that asset.

Makes sense. Thanks. Yep.

OK. Let me open up another one. Bradley. Go ahead, Bradley.

Yeah, thanks for doing this, Marcus. I just had a couple of follow up questions on the token and T-Zero from your perspective. From a practical perspective, when, first of all, you think the deal is going to close the end of March, I think you said. So should we expect in the second quarter for this dividend or token, as you describe it, to be issued to be on shareholders?

The goal is to close on or before March 25th. I don't want to dictate the timeline that David and the team believe are required to to make sure that it's compliant with all the regulatory processes.

I think the number one thing that has to happen here is the avoidance of any footfalls. But I have been blown away by David and his general counsel, Allen's perspective and knowledge regarding this entire process. And they've been blown away about how much, you know, quite, quite frankly, foundational work has been done for me in being, you know, a big believer in what T-Zero's possibilities are. This was really important for our company to prove out the the efficacy of it and to establish a true green shoot where we can see two different types of transactions. And that's why, you know, we elected to go with two different types of tronches, Tronch 1 being a dividend issued to current holders of beyond as of a certain record date, who would enjoy that digital dividend, who would enjoy the rev-share that would come with that digital dividend, who would enjoy a separate class of loyalty that would give them some other benefits. But I also wanted to see us take that same asset, understand the value of 100%, which is five million, isolate a percentage of that 100%, whether that's 10 or 20%, whatever that math may be, and offer that token in the open market. And the number one, I think, goal in that process is ensuring that it's clean, it's clear, it's relatable, it's affordable, and it has assets and cash flow that support them.

So I would. And that's my second, Marcus, that's my second question to you, just from your perspective, I know this is the end is up to David Goon and his team, but I guess does that mean every beyond shareholder who gets the stupid and would have to open an account with T-Zero directly? And then secondly, for the second Tronch, I'm always as a T-Zero P holder and someone who watches T-Zero closely, there's not a lot of adoption yet or exposure to the general public. So these tokens they've had, which may be successful from raising money, are very illiquid. From your perspective, does that one day get opened up to other places to own and trade this, or is it always going to be directly through T-Zero?

I think initially it starts at T-Zero. I can't speak to whether that would expand beyond that or not. I don't want to rely on what I would call subject matter experts who have a level of sophistication around what's possible or not possible, but widespread adoption and transaction volume and seeing that transaction volume is really, really important to us and beyond. Establishing a token for something that doesn't trade and that doesn't have any in and out of it really defeats the purpose of it. And that's why I feel strongly around the necessity to have that token either be an appreciating asset, something that people want to get in and out of all the time and they can see the real world asset or a real world asset with cash flow so that people can look at the yield associated with it. And for me, establishing a yield is important. We've been looking at a way to even take property, real hard property that has operations on it and figure out a way to tokenize that. And until the point comes where tokenization, in my opinion, is more widely spread and adopted and embraces this idea around cash flow on a quarterly basis or on a monthly basis or on an annual basis, whatever is the appropriate cadence, you're going to struggle to see adoption.

And I think that we believe that beyond that, whether it's what T-Zero is doing or what other companies are doing, that ease of understanding, cash flow associated with it, ease of getting in and out of it are quintessential to its success. Thank you. Yes, sir. Mike, I opened up your line.

Mike, A-R-L, I don't see the balance of your name. I apologize. You have a dog on your picture. Thank you. Eric P, your line has been opened up. Eric P, I have opened up your line.

Marcus, good morning. Thanks for taking my questions. Absolutely. Firstly, you said that it's up to David Gunan and his team in terms of timing on this. Should we expect a much bigger update on the timing, February 25th on the next Beyond Earnings Call?

You should expect a much more robust earning on February 25th. And just want to clean something up. It's not exclusively up to David. What's important to me and important to the rest of the team is that we follow the proper protocols and we do things that really line up with the regulatory process to ensure that we're compliant with the SEC, that the holders understand what they're getting, that the disclosures are right. So those things are really, really important.

And on the secondary offering that will be done in the future at some time, the percentage you said is unclear. Is the $5 million number what you're going to be using? Or now that Beyond is the partner in that asset now with the largest shareholder at that point, it's obviously worth a lot more than the $5 million in my opinion. So is there going to be an analysis done to see what the enterprise value should be treated at in that secondary?

Yeah, we believe that we got a very favorable transaction. If you go back and you look at what Bye Bye Baby was valued at maybe two and a half years ago, and then you go back and you look at what DreamOnMe paid for the asset, we believe we got a very favorable deal. But we're also believers that the favorable deal that we've secured is an asset of the company. And the current holders will enjoy their pro-ratta share at that value. And the offering while it will be small will also be done at that $5 million valuation, marking an asset up just because we were solid in securing a good value.

In our opinion, in this moment, doesn't give us the right to mark it up. And what I want to see happen is I want to see those tokens trade, and I want to see the value of that go up over time. And if you can establish everybody starting from the same elevator, you give yourself a real shot at that.

So should we assume that both the dividend and the secondary will be done very close together in time?

That would be my hope, but I don't know how different the regulatory process may create space between those. But even if that space is a little longer than all of us would like, the structure in terms of what the holder would receive and the benefits they would receive through the membership would not be different. So timing may be different, but the value proposition should not be different. Okay.

And then lastly, somebody else brought this up previously. Do all beyond shareholders have to open up an account on T0 to receive the dividend? And if so, is there an estimate to how many new account openings there will be on T0, which will obviously help with liquidity overall on that platform? Yes.

It is our expectation that to receive the potential digital dividend solely related to the buy-by-baby intellectual property, you would need to open up a T0 account. The answer is yes. Okay.

Thank you.

Thank you. I'm going to take one more before we have to move on. Judge?

Judge? Good morning, Marcus. Can you hear me? Yes, sir. Thanks for having me. This is the first part. I asked a question if you can't answer to understand. Thanks for having me today also. Yes, sir. Buy-by-Baby has been mentioned as collateral in the reorganization. Is there anything you know about that portion of the company?

Buy-by-Baby, the market itself, the assets associated with it, which include the website, the global rights to it, the database that goes with it, is today 100% owned by Dream on Me, and on or before March 25th will be 100% owned by Beyond. It is not used as collateral in any other transaction. Nobody else has any rights to that collateral. Nobody has any rights to anything related to the buy-by-baby global IP, its website, its database, its marks, or any of the content affiliated with it. Perfect.

Thank you, Marcus. That made it very clear for a lot of us out here in the community. It's followed the company. I appreciate your time this morning and clarifying that. Absolutely.

Thank you, everybody, for having joined me on this call today. We look forward to February 25th. We'll update everybody on our fourth quarter results. Take care.

Bye-bye.