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Raw Blame History

Founding and Mission

Tom DeLonge founded TTSA in 2017 with the goal of bringing the UAP conversation out of the shadows and into the mainstream. He assembled a team of former high-ranking government officials and scientists to lead the organization, including Luis Elizondo, Christopher Mellon, Jim Semivan, and Hal Puthoff.¹

The company was structured with three divisions: Science, Aerospace, and Entertainment. The plan was to use the entertainment division to generate revenue that would fund the scientific and aerospace research. TTSA was instrumental in the public release of the three declassified UAP videos - "FLIR" (Tic Tac), "GIMBAL," and "GoFast" - which were posted on its YouTube page in conjunction with the 2017 New York Times article that revealed the existence of AATIP.¹

Role in UAP Disclosure

TTSA played a significant role in the early stages of the modern UAP disclosure movement. The organization provided a platform for Luis Elizondo to speak publicly about his work with AATIP after he resigned from the Pentagon. The company also produced the television show "Unidentified: Inside America's UFO Investigation" on the History Channel, which featured Elizondo and other former government officials investigating UAP cases.¹

While the organization was ultimately not financially successful and many of its key members, including Elizondo, Mellon, and Puthoff, eventually moved on, TTSA was instrumental in raising the public profile of the UAP issue and helping to break the long-standing stigma surrounding the topic.¹

Registration, offerings and proceeds

To The Stars Academy of Arts and Science Inc., a Delaware public benefit corporation of Encinitas, California (Securities and Exchange Commission CIK 1710274, file number 24R-00116), filed an offering statement on Form 1-A on August 15, 2017; the SEC qualified it on September 29, 2017, for the sale of Class A common stock with a minimum of 1,000,000 dollars and a maximum of 50,000,000 dollars. Its Regulation A annual reports (Form 1-K) and semiannual reports (Form 1-SA) state the following proceeds.²³

First offering: approximately 1,370,000 dollars raised, with proceeds net of offering costs of approximately 1,172,000 dollars during 2018 (offering costs of about 244,000 dollars in 2017 and 199,000 dollars in 2018); 274,046 new Class A shares were issued to investors in 2018.³ Second offering (qualified July 12, 2019, up to 30,000,000 dollars): approximately 818,000 dollars raised by its expiry in July 2020 per the fiscal 2020 report (the fiscal 2021 report gives 161,762 shares sold at 5 dollars, 808,810 dollars gross), net proceeds of about 336,000 dollars in 2019 and 167,200 dollars in 2020.⁴ Third offering (qualified September 18, 2020, described as up to 6,000,000 shares in the 2020 report and up to 30,000,000 dollars in the 2021 report, with Digital Offering, LLC as selling agent at a 7.0 percent fee plus warrants for 2.0 percent of gross proceeds): approximately 113,500 dollars raised before the company stopped marketing it on December 18, 2020.⁴ Fourth offering (qualified March 31, 2022): approximately 488,790 dollars raised before termination on November 3, 2022.⁵ The four stated figures sum to approximately 2,790,290 dollars gross (2,781,100 dollars using the 808,810 dollar figure for the second offering).

Losses

The filings report a net loss from operations of 422,670 dollars for 2016; 30,665,436 dollars for 2017, of which stock-based compensation expense was 29,535,799 dollars (including 18,958,333 dollars recognized on the option grant to Kari DeLonge); 10,660,495 dollars for 2018 (stock-based compensation 9,165,417 dollars); 9,392,988 dollars for 2019; 4,071,560 dollars for 2020 (the fiscal 2020 statement of operations shows an operating loss of 3,935,621 dollars, the figure the fiscal 2021 report gives for 2020); 581,396 dollars for 2021; 1,339,512 dollars for 2022 (the fiscal 2022 statements show a net loss of 1,351,896 dollars, the figure the fiscal 2023 report gives for 2022); 143,387 dollars for 2023; 57,388 dollars for 2024; and 225,736 dollars for 2025. The report for the six months to June 30, 2026 states a net loss of 134,424 dollars against 315,829 dollars for the same period of 2025. The reports for fiscal 2021 through 2025 carry a going-concern paragraph.³⁴⁵

Founder shares and the 2019 rescission

In May 2017 the corporation issued 12,500,000 shares of Class A and 5,400 shares of Class B stock to Gravity Holdings, LLC (controlled through the DeLonge Family Trust), JimSem1, LLC (wholly owned by Jim Semivan) and Harold Puthoff "in exchange for a nominal cash payment and past and anticipated future efforts to support the company's business and objectives"; Gravity Holdings held 60,000,000 Class A shares, 85.7 percent of the class in the first annual report, after receiving 55,000,000 shares on June 1, 2017 for contributing To The Stars, Inc. In April 2019 the company executed a Rescission and Relinquishment Agreement that cancelled 58,174,203 issued shares of Class A stock and 7,359,687 awards or options; the issuances to Gravity Holdings, JimSem1 and Puthoff were reduced to 9,428,240, 786,580 and 392,620 shares, and Kari DeLonge's option (granted June 6, 2017 for 5,000,000 shares at 0.003 dollars) was reduced to 785,240 shares.²⁶

Officer and director compensation

The first annual report (fiscal 2017) lists cash compensation of 100,000 dollars to Kari DeLonge (Chief Content Officer, sister of Tom DeLonge), 67,962 dollars to Lisa Clifford (Secretary) and 31,584 dollars to the firm of Louis Tomassino (Chief Financial Officer) for accounting and tax services, and states that its subsidiary To The Stars, Inc. "did not compensate its executive officer and sole director, Tom DeLonge in cash" while Gravity Holdings, LLC received 60,000,000 Class A shares and DeLonge was owed 100,000 dollars in royalties for 2017; the three directors as a group received 67,500,000 Class A and 5,400 Class B shares. For fiscal 2018 the highest-paid officers were Kari DeLonge (100,256 dollars), Lisa Clifford (74,617 dollars) and Stephen Justice, Chief Operations Officer (43,792 dollars). For fiscal 2019 the table lists J. Christopher Mizer (director since May 14, 2019, paid 30,000 dollars in cash and 300,000 restricted shares under an Independent Director Agreement at 5,000 dollars per month) alongside Kari DeLonge (100,000) and Lisa Clifford (45,871). Mizer is also co-founder of Vivaris Capital, LLC, which held a consulting agreement from August 2019 at 10,000 dollars per month; on June 23, 2021 the company terminated it, agreed that 170,000 dollars was owed, and settled for 40,000 dollars in cash plus 108,333 shares at 1.20 dollars. Mizer was paid 30,000 dollars in director's fees in each of 2021 through 2025. Luis Elizondo, Hal Puthoff, Jim Semivan and Christopher Mellon do not appear in the compensation tables; the filings describe their roles but do not report their pay, except for the statements of work with EarthTech International below.²³⁴⁷

Our Two Dogs, Inc., owned by the DeLonge Family Trust (99 percent) and Chloe the Dog, LP (1 percent), advanced 511,414 dollars in 2017, of which 463,414 dollars was reclassified as contributed capital; it also held a loan of 300,000 dollars (April 2016), raised to 600,000 dollars in August 2017 at 6 percent. On March 31, 2019 it forgave the 600,000 dollar principal and 88,123 dollars of interest (688,123 dollars, treated as contributed capital). A licensing agreement of April 26, 2017 with Tom DeLonge, Mr. Handsome, LLC and Good In Bed Music, ASCAP, covering his name, likeness and Angels and Airwaves works, carries a minimum royalty of 100,000 dollars per year (0.5 to 15 percent of gross sales above that), recorded as cost of revenue and unpaid as of the end of 2017, 2018 and 2019 (accumulated 100,000, 200,000 and 300,000 dollars). In 2018 DeLonge extended a 495,000 dollar revolving line of credit at 8.58 percent, secured by company intellectual property (335,000 dollars outstanding at the end of 2018 and 463,837 dollars at the end of 2019); in July 2019 the company bought a set of metamaterials from DeLonge for 35,000 dollars. Total amounts owed to DeLonge were 791,123 dollars (end of 2017), 1,288,148 dollars (2018), 963,763 dollars (2019) and 727,043 dollars (2020). In June 2021 the line of credit balance (517,435 dollars plus 52,364 dollars interest) and 372,165 dollars in personal advances (including 157,244 dollars used to pay credit card balances) were converted into 784,970 shares of Class A stock, and the fiscal 2021 report states both that 607,121 dollars of 2021 advances were converted at 1.20 dollars per share and that additional advances of 392,200 dollars through December 31, 2021 were converted to 326,834 shares. In March 2026 DeLonge, then described as chief executive, lent 42,000 dollars, repaid in April 2026, and on July 7, 2026 lent 150,000 dollars at 5 percent to be repaid from 5 percent of weekly receipts.²³⁶⁴⁸

EarthTech International statements of work

In August 2018 the company entered two statements of work with EarthTech International, Inc., "whose founder and president is company Director Harold E. Puthoff": one for materials analysis ("SOW-MSSA," 35,000 dollars) and one for beamed energy propulsion launch systems ("SOW-BELS," 25,000 dollars), totaling 60,000 dollars, of which 30,000 dollars was paid during 2018. The materials statement of work was described as covering "materials samples the company obtains through reliable reports of advanced aerospace vehicles of unknown origin."⁹

Army Cooperative Research and Development Agreement

Exhibit 6.28 to the company's Form 1-A/A of August 3, 2020 is Cooperative Research and Development Agreement No. 19-15, "Novel and Emerging Technology Exploitation (NETE)," between the company and the U.S. Army Combat Capabilities Development Command Ground Vehicle Systems Center, Warren, Michigan. It was signed on October 10, 2019 by Jeffrey L. Langhout, Director of the Ground Vehicle Systems Center, and by Kari DeLonge as officer of the company. The government principal investigators are Ben Soave and Dr. Joseph Cannon (Ground Vehicle Survivability and Protection); the collaborator's principal investigator and preferred contact is Luis Elizondo, listed as "Director of Global Security and Special Programs." The term is 60 months from signature; the milestone table runs technical work from October 1, 2019 to September 30, 2023.

The agreement's work plan states that the collaborator "has access to advanced materiel solutions" and "contacted Government about the innovations within their hold," that "Collaborator leaders are prior Government employees," and that "the Office of the Secretary of Defense (OSD) can share historical reports of findings and origin of materiel solutions in the possession of the Collaborator." The government is to test "inertial mass reduction, mechanical/structural metamaterials, electromagnetic metamaterial wave guides, quantum physics, quantum communications, and beamed energy propulsion," with the company to supply "samples of mechanical and EM sensitive metamaterial collected, obtained, or developed as part of its Field Operations," material analysis data, and beamed energy propulsion and active camouflage hardware. Article 7.2 states that the government "will not provide any federal or other funds to the Collaborator"; the payment schedule reads "None"; the government's anticipated resources are estimated at 750,000 dollars and the collaborator's at 1,000,000 dollars "determined by business needs and funding availability." The document describes the company as incorporated in California; the SEC registrant is a Delaware corporation. Article 4.8.3 provides that the work "may cover Classified national security information" and refers to a DD Form 254.¹⁰

Annual reports from 2021 describe the Army testing of "anomalous materials" provided by the company, slowed by the pandemic in 2020 and 2021. The reports for 2024 and 2025 state that, "as part of their oversight and through the CRADA," Oak Ridge National Laboratory was tasked with analysis of a specimen "to assess whether the specimen is of terrestrial origin and the bismuth in the specimen could act as a terahertz waveguide"; that in April 2024 ORNL "produced a summary of findings that concluded the Materials to be terrestrial in origin" and not meeting "the theoretical requirements to function as a terahertz (THz) waveguide"; that the report "did not offer a firm conclusion as to the origin and purpose of the Materials"; that Hal Puthoff and Eric Davis met the laboratory in September 2024 and published a memorandum to the company's board in February 2025 which "did not reveal any form of proof of exotic (Extraterrestrial, Ultra-terrestrial, or inter-dimensional) origin, but it did not absolutely rule it out either"; and that the CRADA ended in 2024. The reports state that the All-domain Anomaly Resolution Office was "congressionally mandated" in 2022 to explore historical records of unidentified anomalous phenomena incidents.⁸

Personnel changes reported to the SEC

Colm Kelleher resigned from the advisory board in October 2019. The annual report for 2020 states that Christopher Mellon resigned from the advisory board in November 2020, that Stephen Justice resigned as Chief Operations Officer in December 2020, that "Luis Elizondo, the Company's Director of Government Programs & Services, was laid off with severance" in December 2020, and that Hal Puthoff resigned from the board in February 2021 and moved to the science advisory board. The report describes these changes as part of a "pivot" to entertainment operations.⁴

Footnotes

Elizondo, Luis. Imminent. William Morrow, 2024. ↩︎
To The Stars Academy of Arts and Science Inc., Form 1-K for fiscal 2017, filed April 30, 2018 (accession 0001144204-18-023727), including Exhibits 6.7 to 6.11. https://www.sec.gov/Archives/edgar/data/1710274/000114420418023727/0001144204-18-023727.txt ; offering circular, Form 1-A/A filed September 18, 2017 (accession 0001144204-17-048316). https://www.sec.gov/Archives/edgar/data/1710274/000114420417048316/0001144204-17-048316.txt ↩︎
Form 1-K for fiscal 2018, filed April 30, 2019 (accession 0001144204-19-022341). https://www.sec.gov/Archives/edgar/data/1710274/000114420419022341/0001144204-19-022341.txt ↩︎
Form 1-K for fiscal 2020, filed April 30, 2021 (accession 0001493152-21-010202). https://www.sec.gov/Archives/edgar/data/1710274/000149315221010202/0001493152-21-010202.txt ; Form 1-K for fiscal 2021, filed May 2, 2022 (accession 0001493152-22-011769). https://www.sec.gov/Archives/edgar/data/1710274/000149315222011769/0001493152-22-011769.txt ↩︎
Form 1-K for fiscal 2022 and fiscal 2023, liquidity sections; Form 1-SA for the six months ended June 30, 2026, filed September 18, 2026 (accession 0001493152-26-043283). https://www.sec.gov/Archives/edgar/data/1710274/000149315226043283/0001493152-26-043283.txt ↩︎
Form 1-K for fiscal 2019, filed June 12, 2020 (accession 0001104659-20-072815). https://www.sec.gov/Archives/edgar/data/1710274/000110465920072815/0001104659-20-072815.txt ↩︎
Form 1-K for fiscal 2022 (accession 0001493152-23-014729), fiscal 2023 (0001493152-24-016672), fiscal 2024 (0001641172-25-005183) and fiscal 2025 (0001493152-26-019571), compensation of directors sections. https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001710274&type=1-K ↩︎
Form 1-K for fiscal 2021, 2024 and 2025, sections headed "U.S. Army Cooperative Research and Development Agreement"; Form 1-SA for the six months ended June 30, 2026 (accession 0001493152-26-043283) for the 2026 DeLonge loans and the 1-K for fiscal 2025 for the DeLonge Promissory Note. ↩︎
Form 1-K for fiscal 2018 Items 1 and 5 and the financial statement note on related parties; repeated in the fiscal 2019 report. ↩︎
Exhibit 6.28, Cooperative Research and Development Agreement No. 19-15, to Form 1-A/A filed August 3, 2020 (accession 0001104659-20-089220). https://www.sec.gov/Archives/edgar/data/1710274/000110465920089220/tm2023098d2_ex6-28.htm ↩︎

18 KiB Raw Blame History