Liqueous LP Clarifies False or Misleading Details in Recent Press Releases and SEC Filings related to Canna-Global Acquisition Corp (CNGL)
10 July 2024 - 1:02AM
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 LP8 The Green, #15337Dover, DE 19901info@liqueous.com
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.
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