Ningi on Sivers Semiconductors AB
Bottom Line
Activ8 Report Assessment
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Ningi alleges deliberate misrepresentation through a rewritten accounting policy that allows revenue recognition before shipment, improper booking of US CHIPS Act grants as commercial NRE revenue, and premature recognition of SEK 42.2M in Ayar Labs product sales with no corresponding US import records. Governance concerns center on board director Erik Fällström's Achilles Capital quietly liquidating its entire 29 million share position for at least SEK 461M while Fällström publicly called the stock 'significantly undervalued,' and a Swedish Economic Crime Authority prosecutor stating the April 2026 US listing announcement 'must have leaked.'
Ningi presents primary evidence including interviews with a veteran NVIDIA systems engineer, former Sivers customers, and WIN Semiconductors disclosures; documentary evidence from US import records showing zero Sivers shipments, SEC/IFRS filings, UCC-equivalent convertible disclosures, and insider trading records; and analytical comparison of Sivers' six granted patents, $32M revenue, and 22,000 sq ft prototype foundry against peers Lumentum ($2.5B+ revenue, ~3,100 patents) and Coherent ($6.6B revenue, ~4,700 patents).
Specific near-term catalysts include the 2026 AGM proposal to authorize a 53 million-share convertible issuance (15% dilution) and Bootstrap Europe's convertible at SEK 4.77 conversion price enabling 22.8M new shares (6.8% dilution) at current prices above SEK 70. The Swedish Economic Crime Authority and Finansinspektionen are actively investigating the potential insider information leak around the April 13–15, 2026 US listing announcement.
Not Present: Thesis-Only
How Sivers Semiconductors Makes Money
Sivers Semiconductors AB (SIVE.ST) is a Swedish semiconductor company producing laser diode components for photonics and wireless applications from a 22,000 sq ft prototype foundry in Glasgow. The company reported approximately $32M (SEK ~313M) in 2025 revenue, holds six granted patents, and carries zero committed volume orders. It operates as a niche component supplier positioned multiple steps removed from end customers in AI data centers and defense programs. The company has pursued development agreements with partners including Ayar Labs, ALL.SPACE, and POET Technologies, and received funding under the US CHIPS Act. At the time of the report, Sivers carried a market valuation of approximately $2.2 billion.
Main Report Evidence
31% of 2025 Revenue Appears Fabricated or IFRS Non-Compliant
Ningi identifies at least SEK 97M of Sivers' 2025 reported revenue as dubious across two categories: SEK 55.2M improperly recognized from US CHIPS Act government grants booked as NRE revenue in violation of IAS 20, SIC-10, and IFRS 15, and SEK 42.2M in Ayar Labs product sales recognized despite no US import records of any corresponding shipment. The former CFO disclosed that most of 2025 Wireless NRE revenue growth came from US grants, and the CEO admitted Sivers is still trying to identify a commercialization of the underlying technology. Ningi also notes Sivers' rewritten accounting policy now permits revenue recognition as soon as raw materials arrive at its warehouse, before any shipment.
Dubious Revenue Components — Sivers Semiconductors FY2025
| Revenue Component | Amount (SEK) | Basis of Challenge |
|---|---|---|
| US CHIPS Act grants booked as NRE revenue | SEK 55.2M | Violates IAS 20, SIC-10, IFRS 15; government R&D subsidy with no commercial substance; CEO stated commercialization not yet identified |
| Ayar Labs 'Product Sales' (reclassified from Photonics NRE) | SEK 42.2M | No US import records of any shipment from Sivers to Ayar Labs; recognized against Dec 2024 $4.3M MoU described as prep for high-volume production 2027 onwards |
| Total dubious 2025 revenue (minimum) | SEK 97M (31% of total) | Propped up by rewritten accounting policy and alleged IFRS violations |
Source: Ningi research report citing Sivers Semiconductors financial filings, restatement disclosures, former CFO and CEO statements, and US import records
Key Allegations
Every Hyped Customer Relationship Ended Without Volume Orders
Ningi documents that every major customer relationship Sivers promoted followed the same pattern: a development link was inflated into an imminent volume ramp that never arrived. A Fortune 100 client (speculated to be Apple) was described by Sivers' former CEO in early 2023 as requesting quotes for 1,000 wafers per week representing '$120 million a year' in revenue; that customer stopped ordering in early 2024 and associated revenue collapsed 97% from SEK 25M to SEK 0.69M, with no volume order placed in two years. Apple subsequently chose Taiwan-Asia Semiconductors (TASC) as its exclusive supplier for biosensing in 2025. The ALL.SPACE volume ramp-up has been pushed from 2023 to 2024, to 2025, to 2026, and is now promised for 2027, while the Pentagon revealed in late April 2026 that the Golden Dome data relay will be handled by SpaceX. The Marvell/Celestial pathway through POET was severed after Marvell cancelled all purchase orders from POET in late April citing breach of confidentiality; Ningi notes Sivers suffered two cyberattacks in three years causing SEK 17M in damages.
Accounting Restatement Concealed Policy Rewrite, Not US Listing Prep
Ningi argues that Sivers' restatement of three years of financials was auditor-mandated after the company was caught recognizing revenue in violation of its own accounting policy, not a voluntary upgrade to PCAOB standards ahead of a US dual-listing as management claimed. Ningi notes that PCAOB is an audit oversight body, not an accounting framework, and Sivers still reports under IFRS. Management responded by rewriting the accounting policy to permit revenue recognition as soon as raw materials arrive at the warehouse, before any shipment to a customer. The company already discloses approximately SEK 12 million in 'accrued material costs' (raw materials not yet billed for) against which it can immediately book revenue under the new policy.
US CHIPS Act Grants Improperly Booked as Commercial NRE Revenue
Ningi alleges Sivers improperly recognized at least SEK 55.2M of 2025 revenue from US CHIPS Act government grants as NRE revenue, which Ningi characterizes as inconsistent with IAS 20, SIC-10, and IFRS 15 because the awards represent government-assisted R&D with no commercial substance. The former CFO disclosed that most of 2025 Wireless NRE revenue growth was from US grants. The CEO revealed that Sivers is still trying to identify a commercialization of this technology, undermining any claim of commercial performance obligations being satisfied.
Ayar Labs Revenue Recognized With No Evidence of Shipment
In December 2024, Sivers signed a $4.3M (SEK 42.2M) MoU with Ayar Labs that the CEO described as 'getting ready for high-volume production 2027 onwards.' In 2025, Sivers recognized SEK 42.2M as Product Sales, reclassified from what had previously been Photonics NRE revenue. Ningi found no official US import records of any shipment from Sivers to Ayar Labs and argues this recognition violates IFRS 15 and KPMG's framework applied in its recent Intellego investigation. An expert interviewed by Ningi surmised that Ayar Labs chose Sivers solely because other manufacturers refused to build to Ayar Labs' specification, raising further questions about commercial viability.
Board Director Dumped Entire Stake While Calling Stock Undervalued
Achilles Capital AB, controlled by board director Erik Fällström, sold its entire position of 29 million shares between September 2025 and May 7, 2026, generating estimated proceeds of at least SEK 461M ($50M). During the same period, Fällström publicly called Sivers 'significantly undervalued' on Swedish news outlet EFN while Achilles was liquidating millions of shares. Board member Todd Thomson's Kairos entities sold at least 2.41M shares and subsequently removed Sivers from their portfolio page entirely; other board members and executives sold approximately 1.05M shares for combined proceeds of SEK 16M. Separately, on April 13, 2026, a vocal promoter claimed management had confirmed a planned US listing; two days later Sivers announced it, prompting a Swedish Economic Crime Authority prosecutor to state publicly 'That must have leaked, it can't be a coincidence,' with the financial regulator Finansinspektionen adding the disclosure can constitute insider information.
Experts Confirm No Moat, Reliability Failures, Exclusion from Nvidia Ecosystem
A veteran NVIDIA systems engineer told Ningi that 'one of the reasons why they [Sivers] haven't gotten into the NVIDIA ecosystem' is that Sivers cannot match Lumentum or Coherent products on reliable high-volume delivery. A former customer stated: 'In general, in my experience, I have never made a high-volume product through Sivers,' and described a pattern where laser failures could not be explained by the foundry, forcing the customer to 'go [to] other alternatives or close the program.' Sivers' manufacturing partner WIN Semiconductors disclosed to investors that its InP laser diode production is not running because the customer's product's 'reliability is very low.' Ningi benchmarks Sivers' six granted patents, $32M revenue, zero committed volume orders, and 22,000 sq ft prototype foundry against Lumentum (~3,100 patents, $2.5B+ revenue) and Coherent (~4,700 patents, $6.6B revenue), both of which have imported thousands of metric tons of chips per US import records, while those same records show not a single shipment from Sivers to any customer.
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