Pelican Way alleges deliberate deception via a $133mm LOI with VFG Tech Holdings LLC, incorporated January 2026 with 4 employees, no funding history, and an ~$855k-revenue sister company, inflating the reported $400mm pipeline by at least ~33%. Governance concerns center on CEO Healy extracting ~$15.4mm in compensation against ~$8mm in total company revenue since 2021, with total insider payments of ~$29mm representing ~360% of revenues over the same period.

Pelican Way cites Open Corporates incorporation records, WhoIs domain data, LinkedIn employee counts, SEC filings (10K, 10Q, 8-K), SPAC deck projections versus actual results, and third-party valuation data (Prospeo) for Artificial By Design. Primary evidence includes a former Hyliion employee interview stating commercialization requires 'a lot' of testing over 'a number of years,' a second former employee saying there was 'no way' Hyliion could have produced 1,000 trucks and 'no real interest' for the KARNO technology outside Hyliion, and a verbatim CEO quote from an interview: 'you got to create fear [in investors] that they might miss out on this deal.'

Pelican Way believes the VFG LOI-driven share price surge creates the opportune moment for management to execute an ATM dilution, noting the company has ~33 months of cash at current burn but historically companies dilute at ~18 months of runway remaining. No specific dated event is identified, but the firm believes dilution is imminent given the elevated share price.

Not Present: Thesis-Only, Specific Event

VFG LOI Counterparty Appears to Lack Substance

Pelican Way Research found that VFG Tech Holdings, LLC was incorporated on January 5th, 2026, per Open Corporates, with its only registered address being a registered agent in Dover, Delaware. Its website domain was registered December 26th per WhoIs data, and the site consists of only two pages: a home page and a contact form. According to LinkedIn, VFG has just 4 employees, and the company's only LinkedIn post is about Hyliion. Pelican Way found no PitchBook funding data nor any other funding history for VFG.

VFG CEO's Other Venture Worth Only ~$2.8mm

Jason Green, the man behind VFG, concurrently runs Artificial By Design, described on its website as a 'hypervisor' for GPU/CPU AI infrastructure. Third-party data from Prospeo estimates Artificial By Design has approximately $855k in annual revenues, and a separate third-party valuation puts the company at approximately $2.8mm. Pelican Way Research states it finds it 'extremely hard to believe' that VFG, run seemingly part-time by the same individual with no address and no funding history beyond January 2026, would have a drastically different financial profile sufficient to fund a $133mm+ order.

Reported $400mm Pipeline Overstated by at Least 33%

Pelican Way Research contends that the VFG LOI for 'up to' 250 KARNO Cores at ~$133.33mm represents approximately 33.33% of Hyliion's reported $400mm pipeline as disclosed in the 1Q26 results press release. Because Pelican Way believes the VFG deal is effectively substanceless, the firm concludes the pipeline is overstated by at least ~33%. The firm notes it was unable to gain satisfactory clarity on the remainder of the pipeline through earnings calls, press releases, or other methods, and questions what the rest of the pipeline looks like if VFG is the entity Hyliion chose to publicize.

Serial Guidance Failures and Abandoned Pivots

Hyliion's SPAC deck projected ~34,500 total units sold and ~$2B in revenues by FY24, figures never remotely approached. A February 23, 2023 press release touted 'nearly 2,000 reservations in backlog,' guided to production beginning in late 2023, and promised all 200 trucks delivered in 2024; instead, Hyliion abandoned electric trucks entirely by end of FY23. In an 8-K dated May 13, 2025, management guided FY25 revenue to $10–$15mm and represented it could achieve product commercialization that year; actual FY25 revenue came in at ~$3.5mm, a miss of at least 65%. Management cut guidance to $5–$10mm in 2Q25 and still missed the revised figure. A former Hyliion employee told Pelican Way there was 'no way' the company could have produced even 1,000 trucks as Hyliion had no production capabilities of its own.

KARNO Technology Unproven; Commercialization Years Away

The KARNO technology was acquired from GE in 2022 for ~$37mm and was already in the R&D/non-commercialized phase at the time of acquisition. A former Hyliion employee told Pelican Way there was 'no real interest' for the technology outside of Hyliion and that commercialization would require 'a lot' of testing over 'a number of years.' A separate former employee noted there are still 'numerous approvals needed before Hyliion can head to true commercialization.' Pelican Way also notes Hyliion's newer government contract disclosed on page 8 of the 1Q26 10Q is merely a ~$1.5mm 'best effort' contract designed to 'demonstrate the conceptual feasibility of the Phase I effort contract,' which Pelican Way characterizes as the government funding a science project rather than a commercial-ready product.