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IN THE UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA

WEST PALM BEACH DIVISION

Case No. 9:22-cv-81569-AMC

LEGACY KNIGHT STRATEGIC 

OPPORTUNITIES FUND-PARALLEL

SERIES,

Plaintiff,

v.

WILLIAM “BEAU” WRIGLEY, JR., 

JAMES HOLMES, JAMES 

WHITCOMB, SH PARENT INC. d/b/a 

PARALLEL, and SURTERRA 

HOLDINGS, INC.

Defendants.

_____________________________________

ANSWER TO COMPLAINT

Defendants SH Parent Inc. d/b/a Parallel (“Parallel”), Surterra Holdings Inc., (“Surterra,” 

together with Parallel, the “Company”) and James Whitcomb (together with the Company, 

“Defendants”) hereby answer the numbered paragraphs of the Complaint (“Complaint”) (Dkt. No. 

1) filed by Plaintiff Legacy Knight Strategic Opportunities Fund-Parallel Series(“Legacy Knight”) 

as set forth below. 

INTRODUCTORY STATEMENT

The Complaint contravenes the Federal Rules of Civil Procedure by improperly combining 

factual allegations with legal conclusions and argument. Many of the Complaint’s allegations are 

overly broad, vague, conclusory, and/or contain terms that are undefined and susceptible to 

different meanings. Accordingly, by way of general response, all allegations in the Complaint are 

denied unless expressly and specifically admitted. Any factual allegation admitted below is 

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admitted only as to the specific facts and not as to any conclusions, characterizations, implications, 

or speculation contained in the allegation or the Complaint as a whole. 

Unless otherwise noted, Defendants deny knowledge or information sufficient to form a 

belief as to the truth of any allegation relating to any other entity, any other defendants, or any 

other person. Defendants further respectfully submit that the Complaint contains numerous 

purported allegations that constitute legal conclusions. Defendants are not required to respond to 

legal conclusions in their Answer, but to the extent a response is required, Defendants deny such 

allegations, unless otherwise stated.

The comments and objections in this Introductory Statement are incorporated into each 

numbered paragraph of this Answer.

SPECIFIC RESPONSES

1. Defendants admit that Beau Wrigley, Jr. is a defendant in this action and that the 

Complaint alleges claims under Section 10(b) and 20(a) of the 1934 Securities Exchange Act, SEC 

Rule 10b-5, and the Georgia Uniform Securities Act of 2008, among other claims. Defendants 

deny the remaining allegations in Paragraph 1.

2. Defendants admit that the Legacy Knight invested $7.4 million through a Simple 

Agreement for Future Equity. Defendants admit that the Company previously announced that it 

planned to go public by merging with a SPAC and that the planned merger was ultimately not 

consummated. The remaining allegations in Paragraph 2 contain conclusion of law to which no 

response is required. Defendants deny the remaining allegations in Paragraph 2. 

3. Defendants admit that Legacy Knight funded its $7.4 million investment on 

September 20, 2021. The remaining allegations in Paragraph 3 contains conclusion of law to 

which no response is required. To the extent a response is required, Defendants deny the remaining

allegations in Paragraph 3. 

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4. Paragraph 4 contains conclusions of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 4. 

a. Defendants admit that the Company incurred approximately $145 million of 

junior debt, $165 million of senior debt, and $13.5 million in debt to PE Fund. Paragraph 4, 

subsection (a) contains allegations relating to defaults of debt under certain loan agreements. 

Defendants therefore respectfully refer the Court to the relevant loan agreements for their full 

context and meaning and deny the allegations to the extent the allegations conflict with the 

contents and meaning. The remaining allegations in Paragraph 4, subsection (a) contain legal 

conclusions to which no response is required. To the extent a response is required, Defendants 

deny the remaining allegations in Paragraph 4, subsection (a).

b. Defendants admit that the Company incurred approximately $44 million in debt to 

Green Health. Paragraph 4, subsection (b) contains allegations relating to defaults of debt under 

the Green Health Notes. Defendants therefore respectfully refer the Court to the Green Health 

Notes for their full context and meaning and deny the allegations to the extent the allegations 

conflict with the contents and meaning. The remaining allegations in Paragraph 4, subsection (b) 

contain legal conclusions to which no response is required. To the extent a response is required, 

Defendants deny the remaining allegations in Paragraph 4, subsection (b).

c. Defendants deny the allegations in Paragraph 4, subsection (c).

d. Defendants admit that the Company entered into the PE Fund Note on June 30, 

2021. Paragraph 4, subsection (d) contains allegations relating to the terms of certain loan 

agreements, the text of which provides the best evidence of those terms. Defendants therefore 

respectfully refer the Court to the relevant loan agreements, including the PE Fund Note, for 

their full context and meaning and deny the allegations to the extent the allegations conflict with 

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the contents and meaning. The remaining allegations in Paragraph 4, subsection (d) contain legal 

conclusions to which no response is required. To the extent a response is required, Defendants 

deny the remaining allegations in Paragraph 4, subsection (d).

e. Defendants deny the allegations in Paragraph 4, subsection (e).

f. Defendants deny the allegations in Paragraph 4, subsection (f).

5. Paragraph 5 contains allegations regarding Wrigley’s “intent” to which Defendants 

lack sufficient knowledge to admit or deny such allegations. Defendants admit that Wrigley had 

committed to invest funds in the SAFE, and that Wrigley invested $10.6 million in the SAFE. 

Defendants further admit that the Company made a $3 million payment on the principal of the PE 

Fund Note. Defendants otherwise deny the allegations in Paragraph 5.

6. Defendants admit that the Company had incurred more than $350 million in debt 

by the end of June 2021 and that there was an industry-wide decline in the cannabis industry. 

Paragraph 6 contains allegations relating to defaults of debt under certain loan agreements. 

Defendants therefore respectfully refer the Court to the relevant loan agreements for their full 

context and meaning and deny the allegations to the extent the allegations conflict with the contents 

and meaning. The remaining allegations in Paragraph 6 contain legal conclusions to which no 

response is required. To the extent a response is required, Defendants deny the remaining 

allegations in Paragraph 6.

7. Paragraph 7 contains allegations relating to certain financial projections. 

Defendants therefore respectfully refer the Court to the relevant financial projections for their full 

context and meaning and deny the allegations to the extent the allegations conflict with the contents 

and meaning. Defendants deny the remaining allegations in Paragraph 7.

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8. Defendants admit that the Company reduced its revenue projections and EBITDA 

projections for 2022 between August 2021 and January 2022. Paragraph 8 contains allegations 

relating to certain financial projections. Defendants therefore respectfully refer the Court to the 

relevant financial projections for their full context and meaning and deny the allegations to the 

extent the allegations conflict with the contents and meaning. Defendants deny the remaining 

allegations in Paragraph 8.

9. Defendants admit that the Company was negotiating a potential SPAC transaction 

with Ceres, which transaction was never consummated. Defendants lack sufficient information to 

admit or deny the allegations in Paragraph 9 regarding Wrigley’s subjective understanding and 

motives and, on that basis, deny those allegations. Defendants otherwise deny the allegations in 

Paragraph 9.

10. Defendants admit the Company was negotiating a potential SPAC transaction, 

which transaction was never consummated, and that the Company then shifted to seeking a private 

acquisition. Defendants deny the remaining allegations in Paragraph 10.

11. Defendants deny the allegations in Paragraph 11.

12. Defendants admit that Legacy Knight invested $7.4 million through the SAFE on 

September 20, 2021, but otherwise deny the allegations in Paragraph 12.

13. Paragraph 13 contains allegations relating to defaults of debt under certain loan 

agreements. Defendants therefore respectfully refer the Court to the relevant loan agreements for 

their full context and meaning and deny the allegations to the extent the allegations conflict with 

the contents and meaning. The remaining allegations in Paragraph 13 contain legal conclusions to 

which no response is required. To the extent a response is required, Defendants deny the remaining 

allegations in Paragraph 13.

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14. Defendants admit that PE Fund sent a default notice to the Company in November 

2021. Defendants respectfully refer the Court to the relevant notices for their full context and 

meaning and deny the allegations in Paragraph 14 to the extent they conflict with these documents. 

Defendants admit that Wrigley resigned as CEO in November 2021. Defendants deny the 

remaining allegations in Paragraph 14.

15. Defendants admit that junior creditors sent notices following PE Fund’s default 

notice. Defendants respectfully refer the Court to the relevant notices for their full context and 

meaning and deny the allegations in Paragraph 15 to the extent they conflict with these documents. 

Defendants deny the remaining allegations in Paragraph 15.

16. Defendants deny the allegations in Paragraph 16.

17. Paragraph 17 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 17.

18. Defendants admit that Legacy Knight invested $7.4 million in the SAFE. 

Defendants lack sufficient information to admit or deny the remaining allegations in Paragraph 18

and, on that basis, deny them.

19. Defendants deny that Parallel’s principal place of business is in Georgia. 

Defendants admit the remaining allegations in Paragraph 19.

20. Defendants deny that Surterra Holdings Inc.’s principal place of business is in 

Georgia. Defendants admit the remaining allegations in Paragraph 20.

21. Defendants admit that PE Fund is a Delaware limited partnership and a holder of 

the Company’s Senior Notes. Defendants lack sufficient information to admit or deny the 

remaining allegations in Paragraph 21 and, on that basis, deny them.

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22. Defendants admit that Green Health is a Delaware limited partnership and a holder 

of convertible secured notes issued by the Company. Defendants lack sufficient information to 

admit or deny the remaining allegations in Paragraph 22 and, on that basis, deny them.

23. Defendants admit that Wrigley initially invested in the Company in 2017, that 

Wrigley became Chairman and CEO of the Company in 2019, and that Wrigley resigned as CEO 

of the Company on November 19, 2021. Defendants lack sufficient information to admit or deny 

the allegation that Wrigley controlled Green Health and PE Fund and, on that basis, deny them.

24. Defendants admit that Holmes was a director at Parallel from September 2017 

through November 2021, as well as its Chief Strategy Officer from January 2019 through 

December 2021. Defendants lack sufficient information to admit or deny the allegation in 

Paragraph 24 relating to Holmes’s residence and, on that basis, deny it.

25. Defendants admit that Whitcomb was the Company’s Chief Development Officer 

until November 19, 2021 when he replaced Wrigley as CEO. Defendants deny that Whitcomb is 

currently CEO. Defendants deny that Whitcomb resides in Florida.

26. Paragraph 26 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 26.

27. Paragraph 27 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 27.

28. Paragraph 28 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 28.

29. Defendants admit that Wrigley became Chairman and CEO of the Company in the 

second half of 2018 and that the Company incurred debt in 2018. Defendants deny the remaining 

allegations in Paragraph 29.

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30. Defendants admit that the Company issued Senior Notes with a face amount of 

$165.5 million in or around October 2018, with a maturity date of October 16, 2028. Defendants 

deny the remaining allegations in Paragraph 30.

31. Defendants admit the allegations in Paragraph 31, and respectfully refer the Court 

to the Note Purchase Agreement for a complete and accurate description of the terms governing 

the Senior Notes.

32. Paragraph 32 contains allegations about the specific terms of the Note Purchase 

Agreement and the Guarantee and Collateral Agreement, the text of which provides the best 

evidence of those terms. Defendants therefore respectfully refer the Court to the Note Purchase 

Agreement and the Guarantee and Collateral Agreement for its full context and meaning and deny 

the allegations to the extent the allegations conflict with the contents and meaning.

33. Defendants admit that PE Fund is a holder of the Senior Notes in the amount of 

$91.2 million. Defendants lack sufficient information to admit or deny the remaining allegations 

in Paragraph 33 and, on that basis, deny them.

34. Paragraph 34 contains allegations about the Junior and Senior Notes, the PE Fund 

Note, and the Bergmann Settlement. Defendants therefore respectfully refer the Court to the 

relevant documents for their full meaning and context and deny the allegations to the extent the 

allegations conflict with the contents and meaning. Legacy Knight’s allegations relating to the 

default of the Junior and Senior Notes and the breach of “various financial test[s] and additional 

covenants” are conclusions of law to which no response is required. To the extent a response is 

required, Defendants deny these allegations.

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35. Paragraph 35 contains legal conclusions to which no response is required. To the 

extent a response is required, Defendants admit that the Company did not state to Legacy Knight

that the Company was in default, but otherwise deny the allegations in Paragraph 35.

36. Defendants admit that the Company issued a Junior Note with a face amount of 

approximately $145 million on May 7, 2021 and that the holder of the Junior Note, SAF Group, is 

based in Canada. Defendants respectfully refer the Court to the Junior Note for its full context and 

meaning and deny the allegations in Paragraph 36 to the extent they conflict with the Junior Note’s 

contents and meaning.

37. Defendants admit that the Company used the Junior Note funds to acquire NETA 

in 2019. Paragraph 37 additionally contains allegations about the specific terms of the Junior Note, 

the text of which provides the best evidence of those terms. Defendants therefore respectfully 

refer the Court to the Junior Note for its full context and meaning and deny the allegations to the 

extent the allegations conflict with the contents and meaning.

38. Defendants admit that the Company issued a series of notes to Green Health. 

Paragraph 38 contains allegations about the specific terms of the Green Health Notes, the text of 

which provides the best evidence of those terms. Defendants therefore respectfully refer the Court 

to the Green Health Notes for their full context and meaning and deny the allegations to the extent 

the allegations conflict with the contents and meaning.

39. Defendants admit that Wrigley was Chairman and CEO of the Company when the 

Green Health Notes were negotiated. Defendants lack sufficient knowledge to admit or deny the 

remaining allegations in Paragraph 39 and, on that basis, deny them.

40. Paragraph 40 contains allegations about the specific terms of the Green Health 

Notes, the text of which provides the best evidence of those terms. Defendants therefore 

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respectfully refer the Court to the Green Health Notes for their full context and meaning and deny 

the allegations to the extent the allegations conflict with the contents and meaning. Defendants 

lack sufficient knowledge to admit or deny the allegation relating to Wrigley’s motive and/or intent 

and, on that basis, deny the allegation. Defendants deny the remaining allegations in Paragraph 

40.

41. Defendants admit that Holmes was involved in negotiating these terms on behalf of 

Green Health Endeavors, and that Holmes served as an officer and director of the Company during 

this time, but denies the characterization of these facts. The Company lacks sufficient knowledge 

to admit or deny whether Holmes reported directly to Wrigley while negotiating on behalf of Green 

Health Endeavors and, on that basis, denies the allegation. Defendants deny the remaining 

allegations in Paragraph 41.

42. Defendants lack sufficient knowledge to admit or deny the allegations in Paragraph 

42 relating to Legacy Knight’s knowledge or insight and, on that basis, deny them. Defendants 

admit that the Company issued a series of notes to Green Health. Paragraph 42 contains allegations 

about the specific terms of the Green Health Notes, the text of which provides the best evidence 

of those terms. Defendants therefore respectfully refer the Court to the Green Health Notes for 

their full context and meaning and deny the allegations to the extent the allegations conflict with 

the contents and meaning. The remaining allegations in Paragraph 42 contain legal conclusions to 

which no response is required. To the extent a response is required, Defendants deny the remaining 

allegations in Paragraph 42.

43. Defendants admit that the Company issued a $6 million note to Green Health in 

January 2021 and that the Company made a $6 million payment to Bergmann in January 2021. 

Paragraph 43 contains allegations about the specific terms of the Green Health Notes, the text of 

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which provides the best evidence of those terms. Defendants therefore respectfully refer the Court 

to the Green Health Notes for their full context and meaning and deny the allegations to the extent 

the allegations conflict with the contents and meaning. Defendants otherwise deny the allegations 

in Paragraph 43.

44. Paragraph 44 contains allegations about the specific terms of the Third and Fourth 

Amended Green Health Notes, the text of which provides the best evidence of those terms. 

Defendants therefore respectfully refer the Court to the Third and Fourth Amended Green Health 

Notes for their full context and meaning and deny the allegations to the extent the allegations 

conflict with the contents and meaning. Defendants lack sufficient knowledge to admit or deny 

the allegation relating to Wrigley’s motive and/or intent and, on that basis, deny the allegations. 

Defendants deny the remaining allegations in Paragraph 44.

45. Defendants admit that the Company entered into a forbearance agreement with 

Green Health on May 7, 2021. Paragraph 45 contains allegations relating to the Third and Fourth 

Amended Green Health Notes and the forbearance agreement. Defendants therefore respectfully 

refer the Court to the Third and Fourth Amended Green Health Notes and the forbearance 

agreement for their full context and meaning and deny the allegations to the extent the allegations 

conflict with the contents and meaning. Defendants admit that no information about potential 

claims against Green Health were disclosed to Legacy Knight but deny that such disclosure was 

or is required. Defendants deny the remaining allegations in Paragraph 45.

46. Defendants admit that the Company entered into the Fourth and Fifth Restated 

Green Health Notes on May 7, 2021. Paragraph 46 contains allegations about the specific terms 

of the Fourth and Fifth Restated Green Health Notes, the text of which provides the best evidence 

of those terms. Defendants therefore respectfully refer the Court to the Fourth and Fifth Restated 

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Green Health Notes for their full context and meaning and deny the allegations to the extent the 

allegations conflict with the contents and meaning. Defendants deny the remaining allegations in 

Paragraph 46.

47. Paragraph 47 contains allegations relating to the Green Health Notes. Defendants 

therefore respectfully refer the Court to the Green Health Notes for their full context and meaning 

and deny the allegations to the extent the allegations conflict with the contents and meaning. 

Defendants lack sufficient knowledge to admit or deny the remaining allegations in Paragraph 47, 

including the allegations relating to Wrigley’s “expectation” and intent and, on that basis, deny 

them.

48. Paragraph 48 contains allegations relating to the Green Health Notes. Defendants 

therefore respectfully refer the Court to the Green Health Notes, as well as the Fourth and Fifth 

Restated Green Health Notes, for their full context and meaning and deny the allegations to the 

extent the allegations conflict with the contents and meaning. Legacy Knight’s allegation relating 

to the “justification” for a conversion contains conclusions of law to which no response is required. 

To the extent a response is required, Defendants deny the allegations relating to whether there was 

a “justification” for specific terms. Defendants lack sufficient knowledge to admit or deny the 

remaining allegations in Paragraph 48, including whether the conversion figure was devised by, 

and for the benefit of, Wrigley and, on that basis, deny the remaining allegations.

49. Defendants admit the allegations in Paragraph 49.

50. Defendants admit that Bergmann filed a petition for appraisal of his Company 

common stock in the Delaware Court of Chancery and that the Company entered into the 

Bergmann Settlement in or around January 2021, but otherwise deny the remaining allegations in 

Paragraph 50. Defendants respectfully refer the Court to the Bergmann Settlement for its full 

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context and meaning and denies the allegations to the extent the allegations conflict with the 

contents and meaning.

51. Defendants note that Paragraph 51 contains allegations about the specific terms of 

the Bergmann Settlement, the text of which provides the best evidence of those terms. Defendants 

therefore respectfully refer the Court to the Bergmann Settlement for its full context and meaning 

and deny the allegations to the extent the allegations conflict with the contents and meaning. 

Defendants admit that on or about January 8, 2021, the Company made an initial $6 million 

payment to Bergmann. Defendants otherwise deny the remaining allegations in Paragraph 51.

52. Defendants note that Paragraph 52, subsections (a) and (b) contain allegations about 

the specific terms of the Bergmann Settlement and the Bergmann Note, the text of which provides 

the best evidence of those terms. Defendants therefore respectfully refer the Court to the 

Bergmann Settlement and the Bergmann Note for a complete and accurate description of the terms 

and deny the allegations to the extent the allegations conflict with the contents and meaning. 

Defendants deny the remaining allegations in Paragraph 52.

53. Defendants admit that the Company did not state to Legacy Knight that the 

Company was unable to satisfy its obligations under the Bergmann Debts before Legacy Knight

made its $7.4 million investment, but deny that any such inability existed or that Defendants had 

any such disclosure obligations. Defendants deny the remaining allegations in Paragraph 53.

54. Defendants admit that, as of June 30, 2021, the Company did not have sufficient 

funds to make the $13.5 million second payment under the Bergmann Settlement absent additional 

efforts to raise funds. Defendants deny the remaining allegations in Paragraph 54.

55. Defendants admit that the Company issued the PE Fund Note to PE Fund and that 

the Company subsequently made the second payment under the Bergmann Settlement. Paragraph 

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55 contains allegations about the specific terms of the PE Fund Note, the text of which provides 

the best evidence of those terms. Defendants therefore respectfully refer the Court to the PE Fund 

Note for a complete and accurate description of the terms and deny the allegations to the extent 

the allegations conflict with the contents and meaning. Defendants lack sufficient knowledge to 

admit or deny the remaining allegations in Paragraph 55 and, on that basis, deny them.

56. Paragraph 56 contains allegations relating to the PE Fund Note, Junior Note, and 

Senior Notes. Defendants therefore respectfully refer the Court to the relevant Notes for their full 

context and meaning and deny the allegations to the extent the allegations conflict with the contents 

and meaning. The allegation in Paragraph 56 that the PE Fund Note constituted a default is a legal 

conclusion to which no response is required. To the extent a response is required, Defendants 

deny the allegation. Defendants admit that Defendants did not state to Legacy Knight that the PE 

Fund Note constituted a default, but otherwise deny the remaining allegations in Paragraph 56.

57. Paragraph 57 contains allegations relating to the Bergmann Settlement. Defendants 

therefore respectfully refer the Court to the Bergmann Settlement for its full context and meaning 

and deny the allegations to the extent the allegations conflict with the contents and meaning. 

Defendants admit that the $13.5 million value of the PE Fund Note, combined with the $2.5 million 

transaction fee, results in a total value of $16 million. Defendants admit that in June 2021, the 

Company made a $16 million payment to Bergmann. Defendants deny the remaining allegations 

in Paragraph 57.

58. Defendants admit that the Company made a $16 million payment to Bergmann in 

June 2021, and that Bergmann’s interest in the Company was held in common stock. Defendants 

lack sufficient information to admit or deny the allegations in Paragraph 58 relating to Wrigley’s 

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intent and motives and, on that basis, deny them. Defendants deny the remaining allegations in 

Paragraph 58.

59. Defendants deny the allegations in Paragraph 59.

60. Defendants deny the allegations in Paragraph 60.

61. Defendants admit that Wrigley invested more than $10 million in the SAFE, but 

otherwise deny the allegations contained in the footnote of Paragraph 61. Defendants deny the 

remaining allegations in Paragraph 61.

62. Defendants lack sufficient information to admit or deny the allegations in Paragraph 

62 relating to when Legacy Knight was introduced to Wrigley and Holmes and, on that basis, deny 

them. Defendants deny the remaining allegations in Paragraph 62.

63. Defendants admit that Legacy Knight began discussing the SAFE investment with 

the Defendants in or around August 2021 and that Legacy Knight funded their $7.4 million SAFE 

investment on September 20, 2021. The remainder of Paragraph 63 contains conclusions of law 

to which no response is required. To the extent a response is required, Defendants deny the 

remaining allegations in Paragraph 63.

64. Defendants admit that Holmes and Whitcomb did not disclose the information 

listed in Paragraph 64, subsections (b) and (c), but deny that any such disclosures were required. 

Defendants otherwise deny the allegations in Paragraph 64. 

65. Defendants lack sufficient information to admit or deny the allegations in Paragraph 

65 relating to a Zoom call with Wrigley and Holmes or the contents of such discussions and, on 

that basis, deny them. The remainder of Paragraph 65 contains conclusions of law to which no 

response is required. To the extent a response is required, Defendants deny the remaining 

allegations in Paragraph 65.

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66. Defendants lack sufficient information to admit or deny the allegations in Paragraph 

66 relating to discussion with Wrigley and Holmes and, on that basis, deny them. Defendants deny 

the remaining allegations in paragraph 66.

67. Defendants lack sufficient information to admit or deny the allegations in Paragraph 

67 relating to a Zoom call with Wrigley and Holmes or the contents of such discussions and, on 

that basis, deny them. Defendants admit that on or about August 10, 2021, Holmes sent an e-mail 

to Sawyer copying Whitcomb and Wrigley and attaching materials related to the SAFE investment. 

68. Paragraph 68 contains allegations relating to the “August 2021 Company 

Overview: Parallel / Ceres Acquisition Corp. SPAC Transaction” presentation. Defendants 

therefore respectfully refer the Court to the “August 2021 Company Overview: Parallel / Ceres 

Acquisition Corp. SPAC Transaction” presentation for its full context and meaning and deny the 

allegations to the extent the allegations conflict with the contents and meaning. Defendants lack 

sufficient information to admit or deny the allegations relating to the conduct of Wrigley and, on 

that basis, deny those allegations. Defendants deny the remaining allegations in Paragraph 68.

69. Paragraph 69 contains allegations relating to the “August 2021 Company 

Overview: Parallel / Ceres Acquisition Corp. SPAC Transaction” presentation. Defendants 

therefore respectfully refer the Court to the “August 2021 Company Overview: Parallel / Ceres 

Acquisition Corp. SPAC Transaction” presentation for its full context and meaning and deny the 

allegations to the extent the allegations conflict with the contents and meaning. Defendants admit 

that in October 2021, the Company revised the projections for Projected 2022 Net Revenue and 

Projected 2022 Adjusted EBITDA downward by approximately 20 and 40 percent, respectively, 

and then by an additional 25 and 43 percent in January 2022. Defendants further admit that by 

January 2022, the Company had lowered its revenue projections for 2022 by approximately 41% 

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and its EBITDA projections by approximately 66%. Defendants otherwise deny the remaining 

allegations in Paragraph 69.

70. Paragraph 70 contains allegations relating to an August 13, 2021 e-mail from 

Sawyer to Holmes. Defendants therefore respectfully refer the Court to the e-mail for its full 

context and meaning and deny the allegations to the extent the allegations conflict with the contents 

and meaning. 

71. Paragraph 71 contains allegations relating to an August 16, 2021 e-mail from 

Sawyer to Holmes. Defendants therefore respectfully refer the Court to the e-mail for its full 

context and meaning and deny the allegations to the extent the allegations conflict with the contents 

and meaning. Defendants lack sufficient information to admit or deny the allegation in Paragraph 

71 relating to Sawyer’s Zoom call with Company executives and, on that basis, deny them. 

72. Defendants lack sufficient information to admit or deny the allegations in Paragraph 

72 relating to discussion with Wrigley and Holmes and, on that basis, deny them. Defendants admit 

that the Company’s board approved increasing the SAFE amount above $50 million and the SPAC 

valuation was reduced. Defendants otherwise deny the remaining allegations in Paragraph 72.

73. Defendants admit that Sawyer and Holmes and Whitcomb had a Zoom call about 

the SAFE Agreement and investment, and that Holmes and Whitcomb said the SPAC transaction 

might not be consummated. Defendants deny the remaining allegations in Paragraph 73.

74. Defendants admit that Sawyer and Holmes and Whitcomb had a Zoom call and 

reviewed the Company’s financial plans. Defendants deny the remaining allegations in Paragraph 

74.

75. Defendants admit that Holmes and Whitcomb walked Legacy Knight through the 

Company’s financial plans. Defendants deny the remaining allegations in Paragraph 75. 

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76. Defendants lack sufficient information to admit or deny the allegations in Paragraph 

76 relating to discussions between Sawyer and Holmes and, on that basis, deny them. Defendants 

deny the remaining allegations in Paragraph 76.

77. Paragraph 77 contains allegations relating to an August 25, 2021 e-mail from 

Sawyer to Holmes. Defendants therefore respectfully refer the Court to the August 25, 2021 email for its full context and meaning and deny the allegations to the extent the allegations conflict 

with the contents and meaning.

78. Paragraph 78 contains allegations relating to an August 30, 2021 e-mail from 

Holmes to Sawyer and an email from Sawyer to Holmes and Whitcomb from Holmes to Sawyer 

and an email from Sawyer to Holmes and Whitcomb. Defendants therefore respectfully refer the 

Court to the August 30, 2021 e-mail for its full context and meaning and deny the allegations to 

the extent the allegations conflict with the contents and meaning.

79. Paragraph 79 contains allegations relating to an August 30, 2021 e-mail from 

Whitcomb to Sawyer and Holmes. Defendants therefore respectfully refer the Court to the August 

30, 2021 e-mail for its full context and meaning and deny the allegations to the extent the 

allegations conflict with the contents and meaning. Defendants deny the remaining allegations in 

Paragraph 79.

80. Defendants lack sufficient information to admit or deny the allegations in Paragraph 

80 relating to call with Sawyer and Holmes and, on that basis, deny them. Defendants deny the 

remaining allegations in Paragraph 80.

81. Paragraph 81 contains allegations relating to an e-mail on or about September 2, 

2021 from Holmes to Sawyer and a spreadsheet entitled “M&A Analysis.” Defendants therefore 

respectfully refer the Court to the September 2, 2021 e-mail and the “M&A Analysis” for its full 

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context and meaning and deny the allegations to the extent the allegations conflict with the contents 

and meaning. Defendants deny the remaining allegations in Paragraph 81.

82. Paragraph 82 contains allegations relating to an September 13, 2021 e-mail from 

Holmes to Sawyer and Whitcomb. Defendants therefore respectfully refer the Court to the 

September 13, 2021 e-mail for its full context and meaning and deny the allegations to the extent 

the allegations conflict with the contents and meaning. Defendants deny the remaining allegations 

in Paragraph 82.

83. Defendants lack sufficient information to admit or deny the allegations in Paragraph 

83 relating to what Legacy Knight relied on and, on that basis, deny them. Defendants admit that 

on September 13, 2021, Legacy Knight transmitted a signed version of the SAFE Agreement. 

Defendants otherwise deny the allegations in Paragraph 83.

84. Defendants lack sufficient information to admit or deny the allegations in Paragraph 

84 relating to what Legacy Knight‘s understanding and, on that basis, deny them. Defendants 

otherwise deny the allegations in Paragraph 84.

85. Defendants lack sufficient information to admit or deny the allegation relating to 

what Legacy Knight relied on and/or what induced it to consent to execute the SAFE and to deposit 

the funds and, on that basis, deny them. Defendants deny the remaining allegations in Paragraph 

85. 

86. Defendants lack sufficient information to admit or deny the allegations in Paragraph 

86 relating to communications between Holmes and Sawyer and, on that basis, deny them. 

Defendants otherwise deny the allegations in Paragraph 86.

87. Defendants admit that SAFE stands for Simple Agreement for Future Equity. 

Defendants lack sufficient information to admit or deny the allegations in Paragraph 87 regarding 

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how other SAFE Agreements “generally” or “often” operate and, on that basis, deny those 

allegations.

88. Defendants admit the allegations in Paragraph 88.

89. Paragraph 89 and subsections (a) through (d) contain allegations about the specific 

terms of the SAFE, the text of which provides the best evidence of those terms. Defendants 

therefore respectfully refer the Court to the SAFE for its full context and meaning and deny the 

allegations to the extent the allegations conflict with the contents and meaning.

90. Paragraph 90 contains allegations about the specific terms of the SAFE, the text of 

which provides the best evidence of those terms. Defendants therefore respectfully refer the Court 

to the SAFE for its full context and meaning and deny the allegations to the extent the allegations 

conflict with the contents and meaning. Defendants deny the remaining allegations in Paragraph 

90.

91. Paragraph 91 contains allegations about the specific terms of the SAFE, the text of 

which provides the best evidence of those terms. Defendants therefore respectfully refer the Court 

to the SAFE for its full context and meaning and deny the allegations to the extent the allegations 

conflict with the contents and meaning. Defendants deny the remaining allegations in Paragraph 

91.

92. Paragraph 92 contains allegations about the specific terms of the SAFE, the text of 

which provides the best evidence of those terms. Defendants therefore respectfully refer the Court 

to the SAFE for its full context and meaning and deny the allegations to the extent the allegations 

conflict with the contents and meaning. Defendants deny the remaining allegations in Paragraph 

92.

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93. Defendants admit that Legacy Knight was provided with risk disclosures in 

connection with their SAFE investment. Paragraph 93 contains allegations about the specific 

terms of risk disclosures, the text of which provides the best evidence of those terms. Defendants 

therefore respectfully refer the Court to this document for its full context and meaning and deny 

the allegations to the extent the allegations conflict with the contents and meaning. Defendants 

lack sufficient information to admit or deny the allegations in Paragraph 93 relating to what “would 

have stopped Plaintiff from investing” and, on that basis, deny the allegations. The remaining 

allegations in Paragraph 93 contain legal conclusions to which no response is required. To the 

extent a response is required, Defendants deny the remaining allegations in Paragraph 93.

94. Paragraph 94 contains allegations about the specific terms of the risk disclosures, 

the text of which provides the best evidence of those terms. Defendants therefore respectfully 

refer the Court to the document for its full context and meaning and deny the allegations to the 

extent the allegations conflict with the contents and meaning. The remaining allegations in 

Paragraph 94 contain legal conclusions to which no response is required. To the extent a response 

is required, Defendants deny the remaining allegations in Paragraph 94.

95. Defendants deny the allegations in Paragraph 95.

96. The allegations in Paragraph 96 relating to the Company’s incurring of defaults are 

legal conclusions to which no response is required. To the extent a response is required, 

Defendants deny these allegations. Defendants deny the remaining allegations in Paragraph 96.

97. Defendants admit that PE Fund sent a default notice to the Company on November 

29, 2021. Defendants respectfully refer the Court to this notice for its full context and meaning 

and deny the allegations in Paragraph 97 to the extent they conflict with these documents. The 

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remaining allegations in Paragraph 97 contain legal conclusions to which no response is required. 

To the extent a response is required, Defendants deny the remaining allegations in Paragraph 97.

98. Defendants admit that Talladega LP sent the Junior Lien Notice to the Company on 

December 16, 2021. Defendants respectfully refer the Court to the Junior Lien Notice for its full 

context and meaning and deny the allegations in Paragraph 98 to the extent they conflict with this 

document. The remaining allegations in Paragraph 98 contain legal conclusions to which no 

response is required. To the extent a response is required, Defendants deny the remaining 

allegations in Paragraph 98.

99. Paragraph 99 contains allegations about the specific terms of the Junior Lien Notice 

and various loan agreements, the text of which provides the best evidence of those terms. 

Defendants therefore respectfully refer the Court to the Junior Lien Notice and the loan agreements 

for their full context and meaning and deny the allegations to the extent the allegations conflict 

with the contents and meaning. The remaining allegations in Paragraph 99 contain legal 

conclusions to which no response is required. To the extent a response is required, Defendants 

deny the remaining allegations in Paragraph 99.

100. Paragraph 100 contains allegations about the specific terms of the Forbearance 

Agreement, the text of which provides the best evidence of those terms. Defendants therefore 

respectfully refer the Court to the Forbearance Agreement for its full context and meaning and 

deny the allegations to the extent the allegations conflict with the contents and meaning. 

Defendants deny the remaining allegations in Paragraph 100.

101. Defendants admit that, on October 1, 2021, an email was sent to investors on behalf 

of Wrigley. Paragraph 101 contains allegations relating to that email. Defendants therefore 

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respectfully refer the Court to the email for its full context and meaning and deny the allegations 

to the extent the allegations conflict with the contents and meaning.

102. Paragraph 102 contains allegations relating to an October 1, 2021 email. 

Defendants therefore respectfully refer the Court to the email for its full context and meaning and 

deny the allegations to the extent the allegations conflict with the contents and meaning. 

Defendants admit that Sawyer conveyed to Holmes and Whitcomb that it was important to the 

Legacy Knight that Wrigley also invest in the SAFE. Defendants lack sufficient information to 

admit or deny the allegation relating to Wrigley’s knowledge and/or subjective feelings and, on 

that basis, deny them. Defendants deny the remaining allegations in Paragraph 102.

103. Defendants admit that Wrigley invested $10.6 million in the SAFE. Defendants 

further admit that the Company made a $3 million payment on the principal of the PE Fund Note. 

Defendants lack sufficient information to admit or deny the allegations relating to Wrigley’s 

motive and/or intent and, on that basis, deny them. Defendants deny the remaining allegations in 

Paragraph 103. 

104. Defendants are unable to respond to the allegations in Paragraph 104 because the 

allegation that an undisclosed fact “completely altered the landscape of the investment” is vague, 

ambiguous, and a matter of opinion. To the extent that a response is required, Defendants deny 

the allegations in Paragraph 104.

105. Defendants admit that, on or around December 1, 2021, PWP informed TradeInvest 

Asset Management Company that the year-end interest payment on the Senior Notes would not be 

paid.1 Defendants deny the remaining allegations in Paragraph 105.

1

 Defendants admit that on March 8, 2022, TradeInvest and other plaintiffs filed suit against the Defendants and 

others alleging, inter alia, violations of the Securities Exchange Act of 1934 relating to the SAFE investment. 

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106. Defendants deny the allegations in Paragraph 106.

107. Defendants deny the allegations in Paragraph 107.

108. Defendants lack sufficient knowledge to admit or deny the allegations relating to 

what Sawyer learned from Holmes and Wrigley and, on that basis, deny them. Defendants deny 

the remaining allegations in Paragraph 108.

109. Based on information and belief, Defendants admit that Sawyer and Whitcomb had 

a call on or around January 20, 2022. Defendants deny Legacy Knight’s characterization of the 

call, and therefore deny the remaining allegations in Paragraph 109.

110. Defendants admit that Legacy Knight was granted access to PWP’s data room in 

January 2022. Paragraph 110 contains allegations relating to a document titled “Capital Structure 

and Waterfall Information.” Defendants therefore respectfully refer the Court to the “Capital 

Structure and Waterfall Information” document for its full context and meaning and deny the 

allegations to the extent the allegations conflict with the contents and meaning. Defendants lack 

sufficient knowledge to admit or deny the allegations relating to what Legacy Knight would have 

done in a counterfactual scenario and, on that basis, deny those allegations. Defendants deny the 

remaining allegations in Paragraph 110.

111. Defendants admit that a document containing the copied excerpt in Paragraph 111

was uploaded to the data room.

112. Defendants deny the allegations in Paragraph 112.

113. Defendants admit that the Company made a $3 million payment on the principal of 

the PE Fund Note. Defendants otherwise deny the allegations in Paragraph 113.

Defendants deny that the claims have any merit.. Defendants admit that that case (No. 22-CV-80360-AMC) is 

currently pending in this Court. 

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114. Defendants deny the allegations in paragraph 114.

115. Paragraph 115 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants lack sufficient knowledge to admit or deny the 

allegations relating to what Legacy Knight believed and/or relied upon and/or whether Legacy 

Knight would not have agreed to invest in the SAFE and, on that basis, deny those allegations. 

Defendants otherwise deny the allegations in Paragraph 115.

116. Paragraph 116 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants admit that Wrigley, Holmes, and Whitcomb were officers 

of the Company. Defendants lack sufficient knowledge to admit or deny the allegations relating 

to what Legacy Knight relied upon and/or whether Legacy Knight wasin a position to know certain 

information and, on that basis, deny those allegations. Defendants otherwise deny the remaining 

allegations in Paragraph 116.

117. Paragraph 117 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 117.

118. Paragraph 118 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the remaining allegations in Paragraph 118.

119. Defendants admit that Legacy Knight invested $7.4 million in the SAFE. 

Defendants lack sufficient knowledge to admit or deny the allegation relating to whether Legacy 

Knight would not have invested in the SAFE in a counterfactual situation and, on that basis, deny 

the allegation. The remaining allegations in Paragraph 120 contains conclusion of law to which 

no response is required. To the extent a response is required, Defendants deny the remaining 

allegations in Paragraph 119.

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120. Paragraph 120 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 120.

121. Defendants lack sufficient knowledge to admit or deny the allegations relating to 

what Legacy Knight deems appropriate to “represent its interests” or whether it “has agreed to pay 

counsel a reasonable fee, and on that basis, deny those allegations.

122. Defendants incorporate their responses set forth above to the preceding paragraphs.

123. Defendants admit that Legacy Knight has brought a cause of action against the 

Securities Defendants for violations of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and 

Rule 10b-5 promulgated thereunder, but deny that such claim has any merit.

124. Defendants deny the allegations in Paragraph 124.

125. Defendants deny the allegations in Paragraph 125.

126. Paragraph 126 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants lack sufficient knowledge to admit or deny the 

allegations relating to what Legacy Knight relied on and/or knew, and/or whether Legacy Knight

would not have made the SAFE investment and, on that basis, deny those allegations. Defendants 

otherwise deny the allegations in Paragraph 126.

127. Defendants deny the allegations in Paragraph 127.

128. Defendants incorporate their responses set forth above to the preceding paragraphs.

129. Defendants admit that Legacy Knight has brought a cause of action against 

Wrigley, Holmes, and Whitcomb for violations of Section 20(a) of the Exchange Act, 15 U.S.C. § 

78(a), but deny that such claims have any merit.

130. Paragraph 130 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants admit that Wrigley, Holmes, and Whitcomb held 

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positions as officers and directors of the Company, but otherwise deny the allegations in Paragraph 

130.

131. Paragraph 131 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 131.

132. Paragraph 132 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegation in Paragraph 132.

133. Defendants deny the allegation in Paragraph 133.

134. Defendants deny the allegation in Paragraph 134.

135. Defendants incorporate their responses set forth above to the preceding paragraphs.

136. Defendants admit that the address under Whitcomb’s signature on the SAFE was 

in Atlanta, Georgia. The remaining allegations in Paragraph 136 constitute legal conclusions to 

which no response is required. To the extent a response is required, Defendants deny the remaining 

allegations in Paragraph 136. 

137. Defendants admit that Legacy Knight has brought a cause of action pursuant to 

Section 10-5-58 of the Georgia Code against the Defendants, but deny that the claim has merit. 

Legacy Knight’s allegation that it is not required to allege that the Defendants acted with scienter 

or fraudulent intent contains conclusion of law to which no response is required. To the extent a 

response is required, Defendants deny this allegation.

138. Defendants deny the allegations in Paragraph 138.

139. Defendants incorporate their responses to the allegations that Paragraph 139 

implicitly references, and otherwise deny the allegations in Paragraph 139.

140. Paragraph 140 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants lack sufficient knowledge to admit or deny the allegation 

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relating to whether Legacy Knight would not have invested in the SAFE and what Legacy Knight

relied on and, on that basis, denies the allegation. Defendants otherwise deny the allegations in 

Paragraph 140.

141. Paragraph 141 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 141.

142. Defendants incorporate their responses set forth above to the preceding paragraphs.

143. Defendants admit that Legacy Knight has brought a cause of action pursuant to 

Section 10-5-58(g) of the Georgia Code against Wrigley, Holmes, and Whitcomb, but deny that 

the claim has merit. Legacy Knight’s allegation that they are not required to allege that Wrigley, 

Holmes, and Whitcomb acted with scienter or fraudulent intent contains conclusion of law to 

which no response is required. To the extent a response is required, Defendants deny this 

allegation.

144. Paragraph 144 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 144.

145. Paragraph 145 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants admit that Wrigley, Holmes, and Whitcomb were officers 

and/or directors of the Company, but otherwise deny the remaining allegations in Paragraph 145.

146. Paragraph 146 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the remaining allegations in Paragraph 146.

147. Paragraph 147 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 147.

148. Defendants deny the allegations in Paragraph 148.

149. Defendants incorporate their responses set forth above to the preceding paragraphs.

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150. Defendants deny the allegations in Paragraph 150.

151. Defendants deny the allegations in Paragraph 151.

152. Defendants deny the allegations in Paragraph 152.

153. Defendants deny the allegations in Paragraph 153.

154. Paragraph 154 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants lack sufficient knowledge to admit or deny the allegation 

relating to what Legacy Knight relied on and/or knew and, on that basis, deny the allegation. 

Defendants otherwise deny the allegations in Paragraph 154.

155. Defendants lack sufficient knowledge to admit or deny the allegations in Paragraph 

155 relating to what Legacy Knight knew and, on that basis, deny the allegation. Defendants 

otherwise deny the allegations in Paragraph 155. and, on that basis, deny the allegations.

156. Paragraph 156 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 156.

157. Defendants incorporate their responses set forth above to the preceding paragraphs.

158. Paragraph 158 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 158.

159. Paragraph 159 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 159.

160. Paragraph 160 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 160.

161. Paragraph 161 contains conclusion of law to which no response is required. To the 

extent a response is required, Defendants deny the allegations in Paragraph 161.

162. Defendants deny the allegations in Paragraph 162.

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163. Defendants deny the allegations in Paragraph 163.

PRAYER FOR RELIEF

164. Defendants deny that the headings and the prayers for relief contained in the 

Complaint constitute allegations of fact, and deny them to the extent they are considered as such. 

Defendants deny that Legacy Knight is entitled to the relief sought in their Prayer for Relief, and 

further deny that Legacy Knight is entitled to any relief whatsoever. As such, Defendants deny the 

allegations in Paragraph 164.

165. Defendants deny that Legacy Knight is entitled to the relief sought in their Prayer 

for Relief, and further deny that Legacy Knight is entitled to any relief whatsoever. As such, 

Defendants deny the allegations in Paragraph 165. 

DEMAND FOR JURY TRIAL

Defendants deny that Legacy Knight’s demand for a jury trial is an allegation of fact to 

which a response is required.

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SEPARATE DEFENSES

By designating the following defenses, Defendants do not in any way waive or limit any 

defenses that are or may be raised by their denials and averments. These defenses are pled in the 

alternative, and are raised to preserve the rights of Defendants to assert such defenses, and are 

without prejudice to Defendants’ ability to raise other and further defenses. Defendants expressly 

reserve all rights to re-evaluate their defenses and/or assert additional defenses upon discovery and 

review of additional documents and information, upon the development of other pertinent facts,

and/or during pretrial proceedings in this action.

Without admitting any wrongful conduct on the part of Defendants and without conceding 

that they have the burden of proof on any of the following defenses, Defendants assert the 

following defenses to the Complaint and reserve the right to add, alter and/or amend their defenses 

and affirmative defenses as the course of discovery so requires.

First Defense

(Failure to State a Claim for Relief)

Legacy Knight’s claims for relief are barred, in whole or in part, because they fail to state 

a claim against Defendants upon which relief may be granted.

Second Defense

(Doctrine of Laches)

Legacy Knight’s claims for relief are barred, in whole or in part, by the doctrine of laches.

Third Defense

(Standing)

Legacy Knight’s claims for relief are barred, in whole or in part, insofar as Legacy Knight

lacks standing to assert the claims alleged in this action.

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Fourth Defense

(Failure to Use Due Care)

Legacy Knight’s claims for relief are barred, in whole or in part, under equitable doctrines, 

including, without limitation, the failure to use due care or the failure to exercise appropriate due 

diligence.

Fifth Defense

(Bespeaks Caution Doctrine and Forward-Looking Statements)

Legacy Knight’s claims for relief are barred, in whole or in part, because some or all of the 

alleged public disclosures bespoke caution and/or were forward-looking statements and/or 

contained sufficient cautionary language and risk disclosure as to be non-actionable under the 

PSLRA.

Sixth Defense

(No Material Misrepresentation)

Legacy Knight’s claims for relief are barred, in whole or in part, because the public filings, 

registration statements, and written and oral statements by SH Parent, Inc. did not contain any 

actionable misrepresentations or omissions, all statements alleged to have been made had a 

reasonable basis in fact, and because any alleged misrepresentations or omissions were not 

material.

Seventh Defense

(No Scienter/Culpable Participation)

Legacy Knight’s claims for relief are barred in whole or in part because Legacy Knight has

failed to allege, and cannot prove, any facts showing that Defendants acted with the requisite 

scienter or culpably participated in the alleged misconduct.

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Eighth Defense

(Good Faith)

Legacy Knight’s claims for relief are barred, in whole or in part, because at all times 

mentioned in the Complaint and with respect to all matters contained therein, Defendants acted in 

good faith and exercised reasonable care and diligence and did not know, and in the exercise of 

reasonable care could not have known, of any alleged misconduct, untruth, omission, or any other 

action in the Complaint that allegedly give rise to liability. At all relevant times, Defendants acted 

without intent to defraud and without recklessness or negligence, and did not directly or indirectly 

induce the acts constituting alleged violations of Section 10(b) and Rule 10b-5.

Ninth Defense

(Public Disclosure)

Legacy Knight’s claims for relief are barred, in whole or in part, because Defendants are 

not liable to Legacy Knight for any claims based on alleged misrepresentations or omissions that 

were publicly disclosed or were in the public domain and thus were available to Legacy Knight.

Tenth Defense

(Actual or Constructive Knowledge)

Legacy Knight’s claims for relief are barred, in whole or in part, because Defendants are 

not liable to Legacy Knight for any claims based on alleged misrepresentations or omissions for 

which Legacy Knight and/or its agents, financial representatives, and/or broker-dealers had, in 

whole or part, actual or constructive knowledge.

Eleventh Defense

(No Reasonable Reliance)

Legacy Knight’s claims for relief are barred, in whole or in part, because at all relevant 

times Legacy Knight and/or its purported agents did not reasonably rely on any material 

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misrepresentations or omissions, or on the price of SH Parent, Inc.’s securities as affected by any 

alleged misrepresentations or omissions, in purchasing SH Parent, Inc. securities.

Twelfth Defense

(No Causation of Violation)

Legacy Knight’s claims for relief are barred, in whole or in part, because Defendants did 

not directly or indirectly cause the alleged violations complained of in the Complaint.

Thirteenth Defense

(No Loss Causation)

Legacy Knight’s claims for relief are barred, in whole or in part, because Legacy Knight

cannot show loss causation.

Fourteenth Defense

(No Economic Loss)

Legacy Knight’s claims for relief are barred, in whole or in part, because Legacy Knight

suffered no economic loss.

Fifteenth Defense

(Failure to Mitigate Damages)

Any damage, loss, or liability sustained by Legacy Knight (which Defendants deny) must 

be reduced, diminished, and/or barred in proportion to Legacy Knight’s failure to mitigate, reduce, 

or otherwise avoid any alleged damages.

Sixteenth Defense

(Duplicative Recovery)

Any damage, loss, or liability sustained by Legacy Knight (which Defendants deny) must 

be reduced, diminished and/or barred to the extent Legacy Knight seeks an overlapping or 

duplicative recovery pursuant to the various claims against Defendants or others.

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Seventeenth Defense

(Proportionate Reduction of Judgment)

Any judgment against Defendants must be reduced, diminished, and/or barred in 

proportion to the percentage of responsibility, if any, assessed by the jury as to Defendants pursuant 

to the PSLRA, 15 U.S.C. § 78u-4, principles of equitable allocation, recoupment, set off, 

proportionate responsibility, comparative fault, any settlement credit, and/or any other applicable 

law or doctrine.

Eighteenth Defense

(Fraud of Others)

If the allegations in the Complaint are true (which Defendants deny), then Defendants were 

victims of fraud, deceit, misrepresentations, concealment, negligence, breach of contract, and/or 

breach of duties practiced upon them by others, in that information relating to SH Parent, Inc. and 

related entities was not provided to Defendants and/or was knowingly concealed from Defendants.

RESERVATION OF RIGHTS

Defendants reserve the right to add additional defenses as they become known during the 

course of this litigation, consistent with the Federal Rules of Civil Procedure.

WHEREFORE, Defendants respectfully seek judgment as follows:

A. That Plaintiff takes nothing by virtue of the Complaint;

B. That Plaintiff’s claims against Defendants are dismissed with prejudice;

C. That Defendants be awarded the costs of defending this action, including 

reasonable attorneys’ fees, costs and disbursements; and

D. For such other and further relief as this Court may deem just and proper.

DEMAND FOR JURY TRIAL

Defendants hereby demand a jury trial.

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Dated: October 23, 2023

By: /s/ Steven M. Dickstein

Hilda Piloto

Florida Bar No. 0154120

Steven M. Dickstein

Florida Bar No. 1010439

Jeffrey Gilbert

Florida Bar No. 375411

701 Brickell Avenue, 17th Floor 

Miami, FL 33131 

(T): (305) 428-4500

E-mail address: 

hilda.piloto@saul.com

steven.dickstein@saul.com

jeffrey.gilbert@saul.com

mia-ctdocs@saul.com 

Casey T. Grabenstein (pro hac vice)

161 N. Clark St., Suite 4200

Chicago, IL 60601

(T): (312) 876-7100

(F): (312) 876-0288

casey.grabenstein@saul.com

John F. Stoviak (pro hac vice)

1200 Liberty Ridge Drive, Suite 200

Wayne, PA 19087-5569

(T): (610) 251-5050

(F): (610) 651-5930

john.stoviak@saul.com

Attorneys for SH Parent, Inc. d/b/a Parallel, 

Surterra Holdings, Inc., and James Whitcomb

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