Notice of Pendency and Proposed Settlement Involving All Record and Beneficial Holders of FG New America Acquisition Corp. Class A Common Stock as of July 14, 2021
PR Newswire
SEATTLE, July 22, 2026
SEATTLE, July 22, 2026 /PRNewswire/ -- JND Legal Administration
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
SEAN MURRAY, Plaintiff, v. JOSEPH MOGLIA, KYLE CERMINARA, Defendants. | C.A. No. 2023-0737-PAF |
SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF STOCKHOLDER CLASS ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR
TO: | ALL RECORD AND BENEFICIAL HOLDERS OF FG NEW AMERICA ACQUISITION CORP. ("FGNA") CLASS A COMMON STOCK WHO HELD SUCH STOCK AS OF JULY 14, 2021, AT 5:00 PM ET (THE "REDEMPTION DEADLINE"), AND WHO ELECTED NOT TO REDEEM ALL OR SOME OF THEIR FGNA CLASS A COMMON STOCK, INCLUDING THEIR SUCCESSORS IN INTEREST WHO OBTAINED SHARES BY OPERATION OF LAW, BUT EXCLUDING: (I) DEFENDANTS; (II) MEMBERS OF THE IMMEDIATE FAMILY OF ANY INDIVIDUAL DEFENDANT; (III) ANY PARENT, SUBSIDIARY, OR AFFILIATE OF ANY ENTITY DEFENDANT; (IV) ANY ENTITY IN WHICH ANY DEFENDANT OR ANY OTHER EXCLUDED PERSON, OR GROUP OF EXCLUDED PERSONS, HAS, OR HAD ON THE REDEMPTION DEADLINE A CONTROLLING INTEREST; AND (V) THE LEGAL REPRESENTATIVES, AGENTS, AFFILIATES, HEIRS, ESTATES, SUCCESSORS, OR ASSIGNS OF ANY SUCH EXCLUDED PERSONS (THE "CLASS").1 |
THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER SOLICITATION. PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS MAY BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.
YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court") and Delaware Court of Chancery Rule 23 that: (i) the above-captioned action (the "Action") is pending in the Court and has been preliminarily certified as a class action; and (ii) Plaintiff and Defendants, have reached a proposed settlement for $13,000,000.00 in cash (the "Settlement Amount") as set forth in the Stipulation (the "Settlement"), a copy of which is available at www.FGNAStockholderSettlement.com. The Settlement, if approved by the Court, will resolve all claims in the Action.
A hearing (the "Settlement Hearing") will be held on September 10, 2026 at 1:30 p.m., before The Honorable Paul A. Fioravanti, Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiff and Plaintiff's Counsel have adequately represented the Class, and whether Plaintiff should be finally appointed as a Class Representative for the Class and Plaintiff's Counsel should be finally appointed as counsel for the Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to the Class and in the best interests of the Class; (iv) determine whether the Action should be dismissed with prejudice and the Releases provided under the Stipulation should be granted; (v) determine whether the Order and Final Judgment approving the Settlement should be entered; (vi) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vii) determine whether and in what amount any Fee and Expense Award should be paid to Plaintiff's Counsel out of the Settlement Fund and whether and in what amount any service award to Plaintiff should be paid out of the Fee and Expense Award; (viii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiff's Counsel's application for any Fee and Expense Award; and (ix) consider any other matters that may properly be brought before the Court in connection with the Settlement. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.FGNAStockholderSettlement.com.
If you are member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice and Claim Form, you may obtain copies by contacting the Settlement Administrator at FGNA Stockholder Settlement, c/o JND Legal Administration, P.O. Box 91176, Seattle, WA 98111; by telephone at 1-833-207-1165; or by email at info@FGNAStockholderSettlement.com. A copy of the Notice and the Claim Form can also be downloaded from the Settlement website, www.FGNAStockholderSettlement.com. If you are a member of the Class, in order to share in the distribution of the Net Settlement Fund, you must either submit a Proof of Claim online at www.FGNAStockholderSettlement.com by October 12, 2026 or by mail to be received no later than October 12, 20262, establishing that you are entitled to a recovery. All Class Members are strongly encouraged to carefully review the full Notice, and to complete a Claim Form.
If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the terms of the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. The Class is a non "opt-out" class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2). Accordingly, Class Members will be bound by any judgment entered in the Action pursuant to the terms and conditions of the Stipulation.
Any objections to the Settlement, the proposed Plan of Allocation, or Plaintiff's Counsel's application for the Fee and Expense Award must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff's Counsel and Defendants' Counsel such that they are received no later than August 26, 2026, in accordance with the instructions set forth in the Notice.
Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice, the Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiff's Counsel.
Requests for the Notice should be made to the Settlement Administrator:
FGNA Stockholder Settlement
c/o JND Legal Administration
P.O. Box 91176, Seattle, WA 98111
1-833-207-1165
Website: www.FGNAStockholderSettlement.com
Inquiries, other than requests for the Notice, should be made to Plaintiff's Counsel:
Christine M. Mackintosh, Esq.
Grant & Eisenhofer P.A.
123 Justison Street
Wilmington, DE 19801
Telephone: (302) 622-7000
Email: cmackintosh@gelaw.com
Justin O. Reliford
Scott+Scott Attorneys At Law LLP
222 Delaware Ave., Suite 1405
Wilmington, DE 19801
Telephone: (302) 578-7345
jreliford@scott-scott.com
BY ORDER OF THE COURT OF CHANCERY
OF THE STATE OF
DELAWARE
1 Any capitalized terms used in this Notice that are not otherwise defined in this Notice shall have the meanings given to them in the Stipulation and Agreement of Settlement, Compromise, and Release between Plaintiff and Defendants, dated as of April 24, 2026 (the "Stipulation"). A copy of the Stipulation is available at www.FGNAStockholderSettlement.com (the "Settlement Website").
2 Proofs of Claim that are legibly postmarked no later than October 12, 2026 will be treated as received on the postmark date. Please be advised that the U.S. Postal Service may not postmark mail which is not presented in person.
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