IN RE HENNESSY CAPITAL ACQUISITION CORP. IV STOCKHOLDER LITIGATION
C.A. No. 2022-0571-LWW
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
May 31, 2024
Date Submitted: February 27, 2024
P. Bradford deLeeuw, DELEEUW LAW LLC, Wilmington, Delaware; Robert C. Schubert & Willem F. Jonckheer, SCHUBERT JONCKHEER & KOLBE LLP, San Francisco, California; Counsel for Plaintiff Paul L. White Jr.
Kevin R. Shannon, Christopher N. Kelly & Daniel M. Rusk IV, POTTER ANDERSON & CORROON LLP, Wilmington, Delaware; James W. Ducayet, Heather Benzmiller Sultanian & Thomas H. Collier, SIDLEY AUSTIN LLP, Chicago, Illinois; Counsel for Defendants Daniel J. Hennessy, Greg Ethridge, Nicholas A. Petruska, Bradley Bell, Richard Burns, Juan Carlos Mas, Gretchen W. McClain, James F. O‘Neil III, Peter Shea, Hennessy Capital Partners IV LLC & Hennessy Capital LLC
WILL, Vice Chancellor
As the dust of SPAC mania settled, a sobering picture emerged. Early-stage companies strained to adapt to the demands of being exchange listed and struggled to remain viable amid economic headwinds. The stocks of many de-SPACed companies fell well below the $10 initial public offering price—the same price available to redeeming stockholders. Some companies filed for bankruptcy.
Feeling duped, public stockholders who had not redeemed sought recourse through litigation. In the January 2022 MultiPlan decision, this court sought to ensure that the fiduciaries of a SPAC taking the Delaware corporate form fulfilled their duties to public stockholders. The court‘s focus was on the redemption right, which is a key protection so long as public stockholders can freely exercise it on an informed basis. These principles were confirmed in subsequent decisions where motions to dismiss were likewise denied under the entire fairness standard of review.
The success of a few cases begat a host of others. Though the SPAC market has contracted, SPAC lawsuits are ubiquitous in Delaware. Remarkably similar
Poor performance is not, however, indicative of a breach of fiduciary duty. Conflicts are not a cause of action. And pleading requirements exist even where entire fairness applies.
The plaintiff, a SPAC public stockholder who chose not to redeem, has lost sight of these fundamentals. He asserts that the SPAC‘s sponsor and directors breached their fiduciary duties by touting an outdated business model that the target had decided to scrap. But his claims rest on post-closing developments. The two-step inference he asks me to draw—that the target made changes sooner and that the SPAC‘s board knew—is belied by the plaintiff‘s own allegations and the documents incorporated into his complaint.
Irrespective of the standard of review, the plaintiff has failed to plead a reasonably conceivable breach of fiduciary duty claim against the SPAC‘s fiduciaries. It cannot fairly be inferred that the defendants withheld knowable information material to public stockholders deciding whether to redeem or invest in the combined company. To allow this faulty claim to proceed would fuel perverse incentives and invite strike suits. The action is dismissed.
Unless otherwise noted, the following facts are drawn from the plaintiff‘s Verified Supplemented Amended Class Action Complaint (the “Complaint“) and the documents it incorporates by reference.1
A. Hennessy‘s Formation and Sponsor
In August 2018, Hennessy Capital Acquisition Corp. IV (“Hennessy“) was formed as a Delaware corporation to function as a special purpose acquisition company.2 A SPAC is a publicly traded corporation intended to effectuate a business combination (or de-SPAC merger) with a private operating company that enables
Hennessy‘s sponsor was defendant Hennessy Capital Partners IV LLC (the “Sponsor“).5 Defendant Daniel J. Hennessy served as the SPAC‘s Chairman and Chief Executive Officer. He was also the managing member of defendant Hennessy Capital LLC (“Hennessy Capital“) that was, in turn, the managing member of the Sponsor.6 Hennessy was Daniel Hennessy‘s fourth (and not last) SPAC.7
At the SPAC‘s formation, the Sponsor purchased 7,187,500 Hennessy Class B shares (the “Founder Shares“) for an aggregate purchase price of $25,000 (or $0.003 per share).8 The Founder Shares would represent 20% of the SPAC‘s
Daniel Hennessy, through the Sponsor, selected the SPAC‘s initial directors and officers. Hennessy‘s eight-member board of directors (the “Board“) included Daniel Hennessy, President and Chief Operating Officer Greg Ethridge, and six outside directors (all defendants).11 Each Board member had an interest in the Sponsor and received an allocation of Founder Shares.12 Four of the outside
B. Hennessy‘s IPO
Hennessy completed its IPO on March 5, 2019. It sold 30,015,000 units at $10 each for proceeds of $300,150,000.14 The IPO proceeds were placed in a trust account.15
Each IPO unit consisted of one share of Hennessy Class A common stock and three quarters of one redeemable warrant entitling the holder to purchase one share of Class A common stock.16 The prospectus issued in connection with the IPO explained that these shares were subject to different terms than the Founder Shares. Before any merger closed, public stockholders would have a right to redeem their Class A shares for approximately $10.10 each from the trust rather than invest in the proposed combined entity.17 The Founder Shares, however, lacked a redemption right and were subject to lockup restrictions once they converted to Class A common
The prospectus also disclosed that the Sponsor had agreed to purchase more than 11 million private placement warrants.20 Like the Founder Shares, these warrants would be valueless if the SPAC failed to timely merge.21 The prospectus noted that since the Sponsor and SPAC‘s directors and officers would “lose their entire investment” absent a merger, “a conflict of interest may arise in determining whether a particular business combination target is appropriate for [an] initial business combination.”22
C. Legacy Canoo
On June 23, 2020—less than three months before the SPAC‘s initial merger window was set to close—representatives of Canoo Holdings Ltd. (“Legacy Canoo“) contacted Hennessy about a potential business combination.23 Legacy
Hennessy‘s management team toured Legacy Canoo‘s headquarters and began due diligence in early July.26 On July 14, Hennessy and its financial advisors participated in a due diligence session with Legacy Canoo to discuss the company‘s financial model.27 On July 17, a non-binding letter of intent was executed.28 Discussions continued into August.29
On August 16, Hennessy‘s Board approved a merger agreement with Legacy Canoo and voted to recommend that stockholders approve and adopt it.30 Hennessy and Legacy Canoo executed the merger agreement the next day.31
The first stream was described as revenue from EV “concept design and engineering services for auto [original equipment manufacturers] and other [s]trategics.”35 Legacy Canoo‘s Chief Executive Officer Ulrich Kranz told investors that the engineering services business “already exist[ed]” and that the company was “already making money” from it.36 The business-to-consumer stream was anticipated to begin in 2022 and would involve a monthly subscription program for a “lifestyle vehicle.”37 The business-to-business stream would start in with the release of “last-mile delivery vehicle.”38 Together, these approaches gave the
On October 20, 2020, Hennessy and Legacy Canoo announced that Tony Aquila had become Legacy Canoo‘s Executive Chairman.40 Aquila was an investor in Legacy Canoo.41
D. The Proxy Statement
On December 4, 2020, Hennessy issued a proxy statement recommending that its investors approve the merger with Legacy Canoo.42 The proxy announced that a special meeting of Hennessy‘s stockholders would be held on December 21.43 It also informed public stockholders that they had the opportunity to redeem their shares before the special meeting for $10.29 per share.44
The record date for the special meeting was October 27.45 At that point, the aggregate market value of the Founder Shares was approximately $68.4 million, and the aggregate market value the Sponsor‘s private placement warrants was $16.7
The proxy also described “positive factors” the Board had considered in selecting Legacy Canoo as a target, including Legacy Canoo‘s go-to-market strategy.48 It highlighted the company‘s anticipated revenue from the three prongs of its business plan. Two—engineering services and business-to-consumer—are of note.
First, the proxy described Legacy Canoo‘s “B2B Engineering and Licensing Opportunities” from its contract engineering services segment.49 These opportunities included a “pipeline” for “EV concept design and engineering services for other [original equipment manufacturers], autonomous driving strategies, and high growth technology companies.”50 The proxy said that Legacy Canoo had “already received significant interest in its skateboard technology . . . as [] exemplified by the announcement of an agreement between [Legacy] Canoo and
Second, the proxy discussed Legacy Canoo‘s business-to-consumer subscription business focused on lifestyle and sport vehicles.54 The “subscription business model” was intended to provide the company “with a distinct opportunity for recurring revenue, a unique profit margin profile, and compelling return on equity.”55 The proxy disclosed statistics and research supporting use of the subscription model for these future vehicle releases.56
On December 21, 2020, 99.85% of Hennessy‘s stockholders voting approved the business combination.57 Just 0.03% of Hennessy‘s public stockholders opted to redeem their shares, leaving $306.5 million in the trust account to contribute to Canoo.58 The merger closed the same day as the vote. Hennessy changed its name to Canoo Inc.59 The members of Hennessy‘s Board—other than Ethridge—resigned.60 Daniel Hennessy and Ethridge also stepped down as officers.61
On March 26, 2021—three months after the de-SPAC transaction closed—Canoo‘s board received a presentation on the company‘s business strategy, financial performance, and investor relations.62 Of Canoo‘s seven directors, only two (including Aquila) had worked for Legacy Canoo in any capacity.63 The other five were Ethridge and “new directors.”64 Legacy Canoo‘s management, including CEO Kranz and CFO Paul Balciunas, were transitioning out of their roles.65
At the meeting, Aquila presented on Canoo‘s transition from a “3-year-old private company into a public company” including a “[l]eadership change” and a “[r]e-casting” of the company‘s “[v]ision and [s]trategy.”66 In a slide titled “Canoo‘s Business Model Needed a Reboot,” Aquila explained that the approach Canoo “started with” was “complex,” “[l]ack[ed] . . . [d]iligence,” and caused it to compete against itself “through sale[s] of core IP to potential competitors.”67 He observed
After Aquila‘s update, outside consultant McKinsey & Company presented the results of its “External Analysis.”69 McKinsey‘s presentation was titled “Building a successful business model” and described its “[m]issions to date” during three time periods.70 In September to October 2020, McKinsey had begun to “[a]ssess [Legacy] Canoo‘s initial economic model.”71 In October to November 2020, it “[i]dentif[ied] [the] most attractive segments to focus on.”72 In February to March 2021, it “[d]etermine[d] [the] location of Canoo‘s facilities.”73 McKinsey noted that “[c]ritical changes were made to Canoo‘s business model” based on its “subscription model insights,” including “[d]e-emphasiz[ing] [the] role of [lifestyle vehicle] subscription[s]” and “[p]ivot[ing] from [a] subscription-led sales model to [an] outright sale led sales model.”74
Three days later, on March 29, Canoo held an earnings call.75 Aquila announced that Canoo‘s board had decided to “deemphasize” the company‘s subscription model and engineering services business line, including the Hyundai Motor Group contract.76 During the question and answer portion of the call, Aquila was asked about moving away from engineering services and responded:
We at the [b]oard really feel like the best thing to do is to accelerate our derivatives and focus our talent on creating IP for the company . . . . And from my perspective, if I had been more involved earlier, certainly, once I invested and then I took the chairmanship, we started the analysis. I had concerns about this . . . . But to be a contract engineering house is just really not going to drive the best shareholder value.77
Aquila further explained that the subscription-based model was “not going away” but would be scaled back to “focus on something sub-20% of [Canoo‘s] sales.”78
After several analysts expressed surprise at the shift, Aquila observed that Legacy Canoo‘s management had been “a little more aggressive than [he] would
G. Post-Earnings Call Events
After the earnings call, Canoo‘s stock price dropped more than 21% to $9.30.81 It recovered for a time before falling again in 2022.82 As of August 18, 2023, Canoo stock closed at $0.44 per share.83 Today, Canoo stock trades around $2.46 per share.84
Meanwhile, in late April 2021, Canoo disclosed that it was the subject of a “fact-finding inquiry” by the Securities and Exchange Commission (SEC).85 The inquiry included Hennessy‘s IPO, the business combination, and historical movements in the company‘s “operations, business model, [and] revenues.”86
Plaintiff Paul White, a Canoo stockholder, obtained documents through a books and records demand before filing a putative class action complaint in this court on June 29, 2022.87 White purchased Hennessy shares before the record date associated with the merger and had the right to redeem his shares pre-closing.88 On December 21, 2022, he filed a four-count amended complaint that the defendants moved to dismiss.89 Oral argument on the motion was held on May 16, 2023.90
While I was preparing to issue a decision on the motion to dismiss, the plaintiff filed a “Request for Judicial Notice.”91 He asked that I consider, among other things, the SEC‘s August 2023 filing of a Cease and Desist Order against Canoo and a complaint against former Legacy Canoo officers Kranz and Balciunas.92 He also moved under Court of Chancery Rule 15(d) to supplement his amended complaint with these developments.93
On February 7, the plaintiff filed the operative Complaint.96 At my invitation, the parties each made a February 27 submission supplementing their prior motion to dismiss briefs to address the additions to the Complaint.97 The motion to dismiss was deemed submitted for decision at that time.
II. ANALYSIS
The defendants seek dismissal under Court of Chancery Rule 12(b)(6) for failure to state a claim upon which relief can be granted. The standard that governs their motion is as follows:
reasonably conceivable set of circumstances susceptible of proof.‘”98 Although I “must draw reasonable inferences in favor” of the plaintiff, I am “not required to accept every strained interpretation of [his] allegations.”99 “[N]either inferences nor conclusions of fact unsupported by allegations of specific facts” must be “accepted as true.”100(i) all well-pleaded factual allegations are accepted as true; (ii) even vague allegations are “well-pleaded” if they give the opposing party notice of the claim; (iii) the Court must draw all reasonable inferences in favor of the non-moving party; and [(iv)] dismissal is inappropriate unless the “plaintiff would not be entitled to recover under any
. . .
The plaintiff advances four counts. Counts I and II are breach of fiduciary duty claims against the former directors and “controllers” of Hennessy.101 Count III is an unjust enrichment claim against the individual defendants.102 And Count IV is an aiding and abetting claim against Hennessy Capital.103
Beginning with Counts I and II, I conclude that the plaintiff has failed to state reasonably conceivable breach of fiduciary duty claims. As a result, his unjust
A. The Breach of Fiduciary Duty Claims
In In re MultiPlan Corp. Stockholders Litigation, this court recognized that an impairment of public stockholders’ redemption rights may give rise to a direct breach of fiduciary duty claim.104 The decision observed that features of founder shares compensating the SPAC‘s sponsors and fiduciaries—namely, the lack of liquidation and redemption rights—created an inherent conflict of interest. Holders of founder shares received a unique benefit even from a value-destructive deal since they stood to make vast profits on a nominal investment. Public stockholders, by contrast, stood to gain only if their returns from investing in the combined entity exceeded the $10 liquidation (and redemption) price. As such, the entire fairness standard of review applied.105
The linchpin of MultiPlan was ensuring that a public stockholder‘s decision to redeem shares or participate in the merger be freely exercisable and fully informed. Although the fiduciaries’ misaligned interests implicated the duty of
Given these considerations, a MultiPlan claim is narrow. Breach of fiduciary duty claims against SPAC fiduciaries have nevertheless proliferated in the Court of Chancery while SPACs have languished.108 Because many SPACs utilized the governance and compensation structure considered in MultiPlan, the court has
Entire fairness is not, however, a free pass to trial. As Chancellor Allen emphasized in Solomon v. Pathe Communications Corp., “a plaintiff must do more than allege that a transaction is a self-interested one in order to state a claim.”110 Conclusory assertions that “the transaction is ‘unfair’ or ‘coercive’ or that disclosure is ‘inadequate‘” cannot sustain a breach of fiduciary duty claim under any standard of review.111
Even under the entire fairness standard, a complaint devoid of well-pleaded allegations sufficient to establish the elements for a cause of action will be
To state a viable MultiPlan claim, a plaintiff is required to plead facts making it reasonably conceivable that conflicted fiduciaries deprived public stockholders of a fair chance to exercise their redemption rights. If the impairment takes the form of disclosures, the facts must provide grounds to infer that the defendants made a
The plaintiff nonetheless insists that the pleading standard is “relaxed” in the context of SPAC claims.117 This misperception of his burden may explain the flaws in his claims. He cites a single impairment of the redemption right: allegedly false disclosures about Legacy Canoo‘s engineering services and subscription-based revenue streams.118 But no well-pleaded facts support a reasonable inference that changes to Legacy Canoo‘s business model were known or knowable by Hennessy‘s Board before the merger closed. That is, no unfair dealing vis-à-vis the redemption right is pleaded. He has therefore failed to state a breach of fiduciary duty claim.
The entire fairness standard applies to the plaintiff‘s breach of fiduciary duty claims. This is so for two reasons. The Sponsor, which controlled Hennessy and its Board, allegedly received a unique benefit from its ownership of the Founder Shares and private placement warrants.119 The terms of those securities created mismatched incentives relative to public stockholders’ right to redeem.120 A majority of the Board members were also purportedly conflicted due to their Founder Shares and service on other Hennessy-affiliated SPACs.121 The defendants do not dispute the application of entire fairness.
“The concept of fairness has two basic aspects: fair dealing and fair price.”122 Entire fairness review considers various indicia of fair dealing including a transaction‘s “timing and initiation, structure, negotiations and approval.”123 Fair price “relate[s] to the economic and financial considerations of the [transaction], including all relevant factors.”124 “The fact intensive nature of this inquiry ‘normally
In the context of a direct claim under MultiPlan, the transaction to be analyzed is the exercise of the right to redeem. The fairness of the de-SPAC merger is not the focus. If it were, the claim would likely be derivative and subject to the requirements of Rule 23.1.127 The direct nature of a claim premised on the redemption right does not give stockholders license to bypass the threshold demand requirement and challenge a SPAC‘s overpayment for a target.128
Many of the plaintiff‘s assertions relate to the fairness of the overall business combination.132 He has not pleaded demand futility and purports to bring direct claims. Accordingly, I focus on his allegations regarding the redemption right.
On fair price, the plaintiff avers that Canoo‘s shares traded below $10 after Aquila revealed the revised business plan to the market in March 2021.133 Although a finding of unfair price (not to mention damages) may prove an unobtainable—especially since Canoo‘s stock price recovered and traded around $10 per share for months—this allegation is arguably enough at the pleading stage. If crucial information was withheld when redemption rights were available and caused a loss of public stockholders’ investments when revealed, an unfair price is reasonably inferable.
On fair dealing, the plaintiff has gone all in on his argument that Hennessy‘s Board and Sponsor breached their fiduciary duties by failing to disclose McKinsey‘s engagement and changes to Legacy Canoo‘s business model.134 He disavows any other basis for claiming that stockholders were unable to make a fair redemption
a. The Business Plan Allegations
The plaintiff argues that Hennessy‘s public stockholders were harmed because the Proxy neglected to disclose the “overhaul” of Legacy Canoo‘s business plan following McKinsey‘s assessment of its “initial economic model.”137 The Proxy made optimistic statements about Legacy Canoo‘s forecasted revenue from engineering services and subscription sales. These statements and forecasts were false, according to the plaintiff, because Legacy Canoo had abandoned its contract engineering services business and pivoted away from a subscription-based model by December 2020.138
The plaintiff likens this claim to others where the Court of Chancery has denied motions to dismiss direct claims against former SPAC fiduciaries.139 In those
In Delman v. GigAcquisitions3, LLC, this court considered a claim that a SPAC‘s directors breached their fiduciary duties by failing to disclose that the target‘s business would be difficult to scale.140 “The nature of [the target‘s] business was ‘knowable’ through the sort of diligence and analysis expected of the board of a Delaware corporation undertaking a major transaction.”141 The complaint also alleged that the SPAC‘s directors “had good reason to question [the target‘s] future capabilities.”142 The defendants failed to disclose (or failed to investigate) these issues, despite disclosing a projected revenue increase of over 22,100% in five years.143
Similarly, in MultiPlan, a SPAC “disclosed that [the target] was dependent on a single customer—its largest—for 35% of its revenues.”144 The proxy statement for the planned merger was silent on the customer‘s intention “to create an in-house
In these cases (and others since), concrete facts about the merger target‘s prospects were kept from public stockholders.148 The information was known or knowable by directors and officers acting consistent with their fiduciary duties. It also would have been material to stockholders deciding whether to redeem their shares or invest in the post-de-SPAC entity. As a result, the court found it reasonably conceivable that the opportunity to redeem was not the product of fair dealing.
The plaintiff primarily relies on the March 2021 Canoo board materials to bolster his contention that Legacy Canoo abandoned its contract engineering services business before the merger closed. He hones in on the use of the past tense in a few slides, arguing that it supports an inference that the decision to revamp the business preceded December 2020.150 McKinsey‘s presentation, for example, reports that “[c]ritical changes were made to Canoo‘s business model.”151 Another slide stated that the business model “needed a reboot” and suggested the company had “transitioned” to a new one.152
But the Complaint and documents it incorporates belie any reasonable inference that Legacy Canoo‘s business plan changed pre-closing. The Complaint
The plaintiff next argues that Legacy Canoo must have already “abandoned” its engineering services business before the merger because no revenue from that line was recorded in the fourth quarter of 2020.162 This assertion is missing from the Complaint.163 It is also inconsistent with the plaintiff‘s timing theory.164 On the one hand, the plaintiff claims that changes to Legacy Canoo‘s business were based on McKinsey‘s analysis in September and October 2020.165 On the other hand, he maintains that the purported failure to recognize contract revenue means that an “enormous shift in strategy occurred before September 30” when McKinsey began its work.166 Both cannot be true.
These deficiencies alone cause the plaintiff‘s claim to fall short of the reasonable conceivability standard.167 But there is more. Even if I credited the bare
The plaintiff implores me to overlook the flaws in his pleading by characterizing them as “fact-based” matters that cannot be resolved on a motion to dismiss.169 Yet it is his burden to plead some facts indicating unfairness. Given the nature of his claim, he must sufficiently allege that Legacy Canoo decided to materially reconfigure its business model before the merger closed and that the decision was knowable by Hennessy‘s Board. He has not done so.
b. The SEC Documents
In the third iteration of his Complaint, the plaintiff cites to SEC documents concerning alleged wrongdoing by Legacy Canoo. These documents include a federal securities suit against two former Legacy Canoo officers (Kranz and Balciunas) and a Cease and Desist Order against Canoo. They detail contradictions
None of the plaintiff‘s allegations about the SEC documents support a reasonably conceivable breach of fiduciary duty claim against Hennessy‘s Board or Sponsor. As a procedural matter, the plaintiff was permitted to supplement his prior complaint to add the fact of the SEC-related developments.171 To the extent that the SEC‘s conclusions are fully incorporated into the plaintiff‘s substantive allegations, they undermine his breach of fiduciary duty claims.172
The SEC documents could perhaps support an inference that Legacy Canoo officers misrepresented the strength of the company‘s projected contract engineering
* * *
B. The Unjust Enrichment Claim
The plaintiff advances an unjust enrichment claim against the individual officer and director defendants. Unjust enrichment is the “unjust retention of a benefit to the loss of another, or the retention of money or property of another against
The plaintiff‘s unjust enrichment claim is entirely premised on his breach of fiduciary duty claims.182 According to the Complaint, the individual defendants were unjustly enriched because they profited from the de-SPAC while “breach[ing] their fiduciary duties” to public stockholders.183 Because the plaintiff has failed to state a breach of fiduciary duty claim, he has also failed to state an unjust enrichment claim.184 Count III is dismissed.
Finally, the plaintiff brings a claim against Hennessy Capital for aiding and abetting breaches of fiduciary duty. To state this claim, he “must allege facts that satisfy the four elements of an aiding and abetting claim: ‘(1) the existence of a fiduciary relationship, (2) a breach of the fiduciary‘s duty, . . . (3) knowing participation in that breach by the defendants,’ and (4) damages proximately caused by the breach.”185 The claim falls short on at least the second and third elements.
First, the plaintiff has failed to state a breach of fiduciary duty claim. His aiding and abetting claim must therefore be dismissed because “a claim for aiding and abetting a breach of fiduciary duty cannot survive if the underlying fiduciary duty claims do not.”186
Second, the Complaint lacks adequate allegations that Hennessy Capital knowingly participated in any purported breach of fiduciary duty. The Complaint alleges that Hennessy Capital was the vehicle through which Daniel Hennessy
This deficiency persists even if Daniel Hennessy‘s alleged knowledge is imputed to Hennessy Capital.189 There are, of course, allegations that Daniel Hennessy participated in the purported wrongdoing. The Complaint is silent, though, regarding actual participation by Hennessy Capital. The bare statement that Hennessy Capital was involved in the alleged breaches of fiduciary duty are insufficient.190
The plaintiff again analogizes to MultiPlan, where this court sustained an aiding and abetting claim against a financial advisor owned by the controlling stockholder.191 The financial advisor allegedly received $30.5 million from the SPAC in exchange for consulting services related to the transaction at issue. Unlike
III. CONCLUSION
For the above reasons, the defendants’ motion to dismiss is granted. The plaintiff has failed to state reasonably conceivable claims. The Complaint is dismissed with prejudice under Rule 12(b)(6).