Linqto Shareholder, Sapien Group, Files Explosive Motion to Transfer Linqto's Bankruptcy Cases from Texas to Delaware
'Transfer is warranted because the Debtors lack any meaningful relationship whatsoever with this District, entrenched management having created the Texas Debtor as a new Texas limited liability company only three short months before filing for bankruptcy,' the filing states, adding, 'The Texas Debtor was formed furtively, without the knowledge of, approval of, or even a scintilla of notice to the Parent Debtor's shareholders.'
Evidence suggests Linqto Chief Executive Officer F. Daniel Siciliano filed preemptively — knowing that a decisive majority of shareholders were poised to replace the board — in a jurisdiction where Linqto was not legally eligible to file based on the surreptitious creation of the Texas entity.
The motion contends that the true operating Debtors — the Parent Debtor and the related operating Debtors — are all formed, exist, and operate under the internal laws of the State of Delaware. The motion further asserts that the filing of the Cases in Texas appears to be a quintessential example of improper forum shopping, with the newly formed Texas Debtor being created for the apparent purpose of manufacturing and manipulating venue.
The filing further challenges the legal legitimacy of Linqto's current board, contending that Mr. Siciliano was never lawfully elected to the unsanctioned board and that key director seats were unlawfully 'switched' to consolidate power — actions that run contrary to their fiduciary duties under Delaware law.
The motion also claims the board repeatedly ignored and manipulated corporate governance rules, committing violations such as not holding proper Board meetings, making inconsistent representations to shareholders, and amending company bylaws for purposes of evading shareholder approval.
These allegations are supported by a Declaration of Victor Jiang, Sapien Group's founder and a former Linqto board member, which accuses Linqto's alleged board and management of 'numerous breaches of fiduciary duties, breaches of the duty of loyalty, and securities law violations,' contending that the current bankruptcy filings are 'part of a well-orchestrated scheme' designed to steal or redirect the shareholder's equity without consent.
The motion suggests that the requisite number of shareholder votes exist to remove the unsanctioned Board and appoint a new Board, but the Chapter 11 case was filed to thwart that vote. Of particular concern are four motions set for hearing on August 5, 2025, one of which seeks a fairly rapid determination from the Court that the proceeds of the various securities are property of the Debtors, not the customers.
With over 15,000 impacted customers across 130 countries, the motion underscores the global significance of these proceedings — and the need for fairness, transparency, and the rule of law in the proper venue: Delaware.
Reference: Case No. 25-90186
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