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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.