Liqueous LP Clarifies False or Misleading Details in Recent Press Releases and SEC Filings related to Canna-Global Acquisition Corp (CNGL)
DOVER, Del., July 09, 2024 (GLOBE NEWSWIRE) -- Liqueous LP, a pioneering hedge fund utilizing tech-enabled solutions to make growth capital more accessible for micro, small, and mid-market companies, is issuing this press release to address and correct misinformation in recent press releases and SEC EDGAR Filings concerning Canna-Global Acquisition Corp (OTC:CNGL).
In its ongoing efforts to resolve disputes with Continental Stock Transfer & Trust and Canna-Global Acquisition Corp's external counsel, Debbie Klis of Rimon PC, Liqueous LP has faced significant resistance. Despite numerous requests to collaborate on a comprehensive solution that should be seen as an opportunity to shape policies and procedures, both parties have failed to respond or take action in clarifying and/or correcting false or misleading information in their respective press release or the company's 8K filings. This reluctance is particularly concerning given their status as the "Gold-Standard of SPACs and Business Combinations," having facilitated 1,200 SPAC IPOs and 600 business combinations. This situation raises questions about their internal controls and procedures, which should have identified these issues weeks before Liqueous entered into a Debt Purchase Agreement with EF Hutton as:
(i) An identical transaction on May 31, 2024, through the Unanimous Written Consent of Canna-Global's Board of Directors. This was in line with the target company's requirement to reduce deferred expenses before proceeding beyond their Non-Binding LOI.
(ii) The initial debt owed to Rimon P.C., which resulted in the firm receiving approximately $538,000. The related issuance of 150,000 shares was completed over several days in accordance with the Settlement Agreement's ownership limitations ("Ownership Blocker"), a common feature in transactions involving convertible instruments.
(iii) A second transaction, similar in purpose but differing in value, involving approximately 574,000 shares related to the EF Hutton Debt Purchase dated June 21, 2024.
Although these transactions and the Unanimous Consents of the Board were significant, the primary issue arose from the Delaware State Charter, which prohibits the issuance of Class A shares until the completion of a business combination. This oversight was identified by Baker McKenzie, external counsel for Liqueous. Additionally, it remains unclear if Rimon P.C. engaged special counsel or obtained necessary waivers. It's also unclear at this time what the estimated redemption value per share is and requires immediate third-party intervention.
"It's unfortunate to see the delisting of CNGL from Nasdaq to the OTC after the significant amount of time and energy spent, failed acquisitions, and extreme legal and advisory expenses that the sponsors have incurred. From my perspective, it seemed as if Nasdaq waited as long as possible to allow for proper disclosure from what seems to be a ‘Crisis of Counsel'. Liqueous remains supportive and open to finding a resolution that results in an amicable outcome for the sponsors as well as the shareholders, who at this point have undoubtedly shown resilience and their faith in the executive team's ability to successfully complete a business combination, given the survival despite the series of previous redemption opportunities," says Jacob Fernane, the General Partner of Liqueous LP.
Liqueous has engaged Quinn Emanuel for dispute resolution and the assessment of liability as it relates to defamation among other claims and the possibility of recovering damages.
About Liqueous LP
Liqueous LP is a progressive multi-strategy fund that leverages innovative problem-solving and emerging technologies to enhance risk management and capital markets development for small and mid-cap public companies. As the only tech-enabled corporate finance solution in the micro-small-mid market sector, Liqueous LP specializes in bespoke shareholder liquidity products such as REPOs, block trades, and other asset-backed instruments. The company utilizes proprietary technology to analyze, monitor, and mitigate risk effectively, creating financing structures that avoid overly aggressive terms prevalent in the current small-cap landscape.
Contact:
Liqueous LP
8 The Green, #15337
Dover, DE 19901
[email protected]
https://www.liqueous.com
Disclaimer: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially. Liqueous LP assumes no obligation to update any forward-looking statements as a result of new information, future events, or otherwise, except as required by law. Investors are cautioned not to place undue reliance on these forward-looking statements.
