Matters involving SPAC warrants and de-SPAC transactions.

BRC Inc., the parent company of Black Rifle Coffee Company, became publicly traded in February 2022 through a business combination with SilverBox Engaged Merger Corp. I, a special purpose acquisition company. Public warrants issued in the original SPAC offering, entitling holders to purchase BRC common stock at $11.50 per share, were assumed by BRC as part of that transaction.

Under the terms of the warrant agreement, the warrants became exercisable once certain conditions were satisfied, including effective registration of the shares underlying the warrants. Investors contended that BRC's Form S-4 was declared effective in January 2022 and satisfied this requirement, but that BRC nonetheless informed warrant holders a separate Form S-1 registration was necessary before exercise would be permitted, delaying exercise for a period of months. BRC later issued a notice redeeming outstanding warrants, requiring holders to exercise on a reduced "cashless" basis or accept a nominal redemption price.

Investors alleged that this sequence of events prevented them from exercising their warrants while it was profitable to do so, causing substantial losses.

The firm, working in association with co-counsel, represented affected investors in pursuing claims arising from this dispute and achieved a successful recovery on their behalf.

Energy Vault Holdings, Inc. became publicly traded in February 2022 through a business combination with Novus Capital Corporation II, a special purpose acquisition company. Public warrants originally issued by Novus, entitling holders to purchase common stock at $11.50 per share, were assumed by Energy Vault as part of the transaction.

Investors contended that Energy Vault (as the successor to Novus) elected not to register the shares underlying the warrants on its Form S-4, despite having the ability and, they alleged, the obligation to do so. Energy Vault subsequently filed a separate Form S-1 registration in February 2022, then delayed its effectiveness over several months through repeated amendments, with the registration ultimately becoming effective in May 2022. Investors alleged this timing coincided with insider stock-price "earnout" targets tied to the business combination, and that the delay prevented warrant holders from exercising their warrants profitably during that period.

The firm, working in association with co-counsel, represented affected investors in pursuing claims arising from this dispute and achieved a successful recovery on their behalf.

Forge Global Holdings, Inc. became a publicly traded company in March 2022 through a merger with a special purpose acquisition company. As part of that transaction, Forge Global issued publicly traded warrants entitling holders to purchase Forge Global common stock (NYSE: FRGE) at $11.50 per share.

Investors have alleged that once the conditions required for exercise were satisfied — including an effective registration statement covering the underlying shares — Forge Global nonetheless refused repeated attempts to exercise the warrants, even as the stock traded above $22 per share. Investors further allege that Forge Global later redeemed the outstanding warrants for a nominal $0.01 per warrant.

Investors filed claims against Forge Global in federal court in the Southern District of New York asserting breach of contract and related claims arising from this conduct. The litigation remains pending, with the court having allowed certain claims to proceed past the pleading stage.

Getty Images became a publicly traded company in July 2022 through a merger with a special purpose acquisition company. As part of that transaction, Getty Images issued publicly traded warrants entitling holders to purchase Getty Images common stock (NYSE: GETY) at a fixed exercise price.

Investors have alleged that after the merger, once Getty Images’ stock price rose above the level needed to make the warrants valuable, Getty Images took the position that the warrants could not yet be exercised, claiming that an additional resale registration statement first needed to take effect. By the time Getty Images changed its position, the stock price had fallen back below the warrants’ exercise price, and Getty Images then redeemed the outstanding warrants for a nominal $0.01 per warrant.

Several unrelated groups of warrant holders have filed claims against Getty Images over this conduct in both federal court in the Southern District of New York and New York state court, asserting breach of contract and federal securities law claims. Public court dockets show substantial results across these related cases:

• A federal case in the Southern District of New York resulted in summary judgment of roughly $51 to $53 million.
• A related federal case was affirmed on appeal by the U.S. Court of Appeals for the Second Circuit in January 2026, with damages of approximately $88 million.
• A case in New York State Supreme Court, Commercial Division, resulted in a judgment of approximately $92 million in June 2026.
• At least two more lawsuits raising the same claims — one in federal court and one in state court — remain pending.

MicroCloud Hologram, Inc. became a publicly traded company in September 2022 through a merger with a special purpose acquisition company. As part of that transaction, MicroCloud assumed publicly traded warrants entitling holders to purchase MicroCloud common stock (NASDAQ: HOLO) at $10.00 per share.

Investors have alleged that MicroCloud was required to register the shares underlying the warrants within a set period after the merger and, failing that, to permit warrant holders to exercise their warrants on a “cashless” basis. Investors contend that MicroCloud never registered the underlying shares and then refused requests to exercise warrants on a cashless basis after the applicable deadline passed.

Investors filed claims against MicroCloud in federal court in the Southern District of New York asserting breach of contract arising from this conduct. The litigation remains pending.

SatixFy Communications Ltd. became a publicly traded company in October 2022 through a merger with a special purpose acquisition company. As part of that transaction, SatixFy assumed publicly traded warrants entitling holders to purchase SatixFy common stock (NYSE: SATX) at $11.50 per share.

Investors alleged that once the conditions required for exercise were satisfied — including an effective registration statement covering the underlying shares, declared effective by the SEC in September 2022 — SatixFy nonetheless blocked attempts to exercise the warrants, preventing holders from selling the underlying shares while the stock traded at higher prices before it later declined.

Investors filed claims against SatixFy in federal court in the Southern District of New York asserting breach of contract and related claims arising from this conduct. The case was resolved, with investors recovering on their claims.

System1, Inc. became a public company in January 2022 through a business combination with Trebia Acquisition Corp., a special purpose acquisition company ("SPAC"). As part of that transaction, publicly traded warrants entitling holders to purchase System1 common stock at $11.50 per share were assumed by System1 and became exercisable under the terms of the governing warrant agreement.

The warrant agreement required that the shares underlying the warrants be registered under the federal securities laws before the warrants could be exercised for cash. Investors contended that System1's registration statement on Form S-4, declared effective by the SEC in December 2021, already registered the warrant shares, and that the warrants should therefore have been exercisable shortly after the business combination closed. System1 instead informed warrant holders that a separate Form S-1 registration was required, delaying the ability to exercise the warrants for several months.

Investors alleged that this delay forced them to take mitigating action, including selling or otherwise disposing of their warrants at a loss, causing significant financial harm.

The firm, working in association with co-counsel, represented affected investors in pursuing claims arising from this dispute and achieved a successful recovery on their behalf.

Wallbox N.V., a manufacturer of electric-vehicle charging equipment, became publicly traded in October 2021 through a business combination with Kensington Capital Acquisition Corp. II, a special purpose acquisition company. Public warrants originally issued by Kensington, entitling holders to purchase common stock at $11.50 per share, were assumed by Wallbox as part of the transaction.

Investors contended that the shares underlying the warrants had already been registered via an effective Form F-4 declared effective in September 2021, and that the warrants should therefore have been exercisable beginning in November 2021, thirty days after the business combination closed. When investors attempted to exercise their warrants at that time, the exercise attempts were rejected. Wallbox did not permit exercise until a separate Form F-1 registration became effective in mid-November 2021, by which time the stock price had declined.

The firm, working in association with co-counsel, represented affected investors in pursuing claims arising from this dispute and achieved a successful recovery on their behalf.