Market Data 
Markets
Replies to post #144214 on TAP Real Estate Technologies Inc (RWAX)
05/14/25 6:24 PM
80.
Most recently, Fernane and Liqueous were alleged to have swindled a class of SPAC stockholders out of millions.
In that case, the proceeds of the SPAC’s IPO were held in a certain trust account for the purpose of funding a business combination and their use was subject to the terms of the SPAC’s charter and trust agreement. When it became clear that a business combination would not occur and the SPAC would need to be liquidated – upon which the SPAC shareholders (Class A shares) would allegedly receive $11.52/share while the founders and directors (Class B shares) would receive nothing – the SPAC founder and director defendants entered into a deal with Liqueous and Fernane. Plaintiffs alleged that defendants, in violation of the SPAC charter and trust agreements, agreed to combine the SPAC with a shell company owned by Fernane “that had a zero prospect of closing” while simultaneously issuing “nearly 1.7 million new Class A shares to Liqueous.”
Without admitting or denying the findings, Hales consented to the sanctions and to the entry of findings that he participated in private securities transactions totaling $3 million without disclosing his participation to his member firm at any time, and without seeking or receiving the firm's written approval to participate in these transactions. The findings stated that Hales and two other individuals established a limited liability company to act as a vehicle for an investment in a technology company. Hales served as the entity's sole manager. Hales participated in the transactions by reviewing investors' subscription documents and serving as the designated point of contact for investors. Hales also participated in the entity's investment in the technology company by managing accounts and executing documents on behalf of the entity. The entity was entitled to collect carried interest as selling compensation after the investment in the technology company closed, and it paid Hales a share of this carried interest.
Abstention of opinion
We were hired to audit the financial statements of Ybyrá Capital SA (“Company”), which comprise the balance sheet as of December 31, 2024 and the statements of income, comprehensive income, changes in equity and cash flows for the year then ended, as well as the corresponding explanatory notes, including material accounting policies and other explanatory information.
We do not express an opinion on the financial statements of Ybyrá Capital SA Due to the relevance of the matters described in the paragraphs of the section “Basis for disclaimer of opinion”, we were not able to obtain sufficient appropriate audit evidence to support our audit opinion on these financial statements.
Basis for disclaimer of opinion
Investment in Fertilizers
As presented in Explanatory Note No. 06, the Company has recorded investment in Fertilizers in the amount of R$4,546,406,680, equivalent to 97% of its equity. On April 17, 2023, the share capital was paid up through the assignment of fertilizer inventory, and the Company recorded the asset through an instrument of assignment of rights to the fertilizer inventory in the amount of R$4,662,406,680. We found that on January 13, 2017, a report was issued on the fertilizer inventory, attesting to a total volume of 3,906,181 m3. However, we did not receive appropriate and sufficient information or documentation to corroborate the main assumptions used and update of this volume, as well as the existence of this asset, therefore, it was not possible to measure the fair value of the asset on the base date. Additionally, it is worth noting that this fertilizer balance affects not only equity, but also other transactions backed by said inventory, such as the balance of 'Investments Payable' (Explanatory Note No. 09) and equity interests (Explanatory Note No. 07). Therefore, we cannot conclude whether any undetected distortions in the financial statements, if any, would be relevant and/or widespread, nor whether the disclosures presented in the explanatory notes are adequate or require supplementation.
3 Third-party discovery received to date also supports Plaintiff’s allegations that that Pacific Lion and Liqueous are mere alter egos used by Mr. Fernane to shield himself from liability for fraud, and that Mr. Fernane has taken measures to render himself and his corporate entities judgment-proof. For example, documents obtained from Brex Inc. demonstrate: (i) that immediately after receiving the over $1.6 million “repurchase” payment from Merida on July 9, 2024, Pacific Lion transferred $1 million to accounts in his own name and the name of a Julia Fernane (believed to be Fernane’s sister); $50,000 Patrick Fernane (believed to be Fernane’s father); $75,000 to Emelith Yecenia Jimenez Hoyos; and $500,000 to RBC Capital Markets LLC, supporting Merida’s claims that Pacific Lion was merely Fernane’s alter ego (Complaint ¶ 97; Exhibit B (BREX04416)); and (ii) a pattern of Fernane emptying Pacific Lion’s and Liqueous’s account at the end of each month, supporting Merida’s allegations that Fernane has wrongfully siphoned funds to shield himself from liability (Complaint ¶¶ 97-98; see Exhibit C, BREX00219 (Liqueous May 2024 statement showing approximately $21.9 million in deposits and approximately $21.8 million in withdrawals, and closing balance of $50,447.14); Exhibit D, BREX04360 (Pacific Lion April 2024 statement showing $14,152.91 in deposits and $14,018.40 in withdrawals)).
05/14/25 6:40 PM
AI
