Neil Richardson v. Dimitri Elkin

Background and Key Facts2 3. In November 2017, Richardson and Dimitri were among several founders of Twelve Seas Sponsors I LLC. (Ex. 3 at 1, 24, 26.) Twelve Seas was a Special Purpose Acquisition Company, or SPAC, a company created to acquire or merge with another company. (ECF 103 at 13, 15–17.) The Twelve Seas founders indirectly owned, through Twelve Seas, an interest in a percentage of the 4,140,000 of Twelve Seas units. (Ex. 3 at 3, 26.) In December 2019, Twelve Seas entered into a business combination. (Id. at 2.) When the transaction was finalized, the 4,140,000 shares of Twelve Seas stock was exchanged for an equal number of shares (the Founders Shares) of the new entity— Brooge Holdings Limited. (Id. at 3, 6.) Brooge stock was thereafter listed on the NASDAQ exchange under the ticker symbol BROG. (Id. at 2.) 4. In order to secure funding necessary to close the Brooge deal, approximately $20 million was sought from a third-party investor, Magnetar Financial LLC (Magnetar). (ECF 103 at 20–21; Ex. 3 at 2.) Twelve Seas held the Founders Shares as collateral to guarantee to Magnetar a specific return on its investment (the Magnetar Guaranty). (Ex. 2 at 5; Ex. 3…