Vancouver, British Columbia--(Newsfile Corp. - July 4, 2025) - Navigator Acquisition Corp. (TSXV: NAQ) The Board of Directors of Navigator Acquisition Corporation ("NAQ" or the "Company") announces the filing of a formal legal complaint in the U.S. District Court for the Southern District of New York against MGID Group Holdings Limited ("MGID"), a private corporation based in Malta with offices in California and significant ties to the US market. The complaint outlines causes of action including breach of contract, unjust enrichment, and breach of the covenant of good faith and fair dealing, following the termination of a Share Purchase Agreement ("SPA") originally signed on March 7, 2023.
The complaint, filed on July 3, 2025, seeks compensatory damages of US$9,812,184.83 in connection with MGID's alleged failure to consummate the contemplated reverse takeover transaction. NAQ asserts that MGID terminated the SPA in bad faith, and that its actions caused significant economic harm including lost capital-raising fees and reimbursement expenses. As alleged in the complaint, MGID pursued an alternative listing on the CBOE Canada Inc. while improperly excluding NAQ from material discussions and continuing to use proprietary work performed by NAQ to advance its listing process.
Background and Legal Position
Since July 2022, NAQ has invested substantial resources in supporting MGID's transition to a public company, including forming a new entity, connecting MGID with auditors and legal counsel, and presenting the transaction at multiple investor events. The Company also self-disclosed a technical funding violation to regulators, resolved the issue through extensive legal diligence, and raised additional capital to advance the transaction.
NAQ asserts that MGID's termination letter contained inaccurate shareholder representations and omitted crucial facts surrounding delays and alternative listing discussions. The Company believes this termination was strategically devised to avoid NAQ's earned capital raising fee of 8% based on a target valuation of $120 million CAD, equating to $9.6 million CAD, as set forth in the SPA.
A copy of the complaint has been signed and submitted in accordance with federal rules and includes a demand for a jury trial.
Ongoing Commitment
NAQ remains committed to protecting shareholder interests and ensuring transparency as the litigation proceeds. The Company will continue to provide timely updates in accordance with Canadian securities commission requirements and TSX Venture Exchange rules.
For further information about Navigator, please contact:
Kyle Shostak
President, Chief Executive Officer and Director
Tel: (212) 909-5870
Forward-Looking Information:
This press release may include "forward-looking statements", including forecasts, estimates, expectations, and objectives for future operations that are subject to several assumptions, risks, and uncertainties, many of which are beyond the control of Navigator. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that these forward-looking statements are neither promises nor guarantees and are subject to risks and uncertainties that may cause future results to differ materially from those expected. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking information are based on management of the parties' reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed, and actual future results may vary materially. Readers are cautioned not to place undue reliance on forward looking statements or information. The forward- looking information set forth herein reflects the Company's reasonable expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/257858
SOURCE: Navigator Acquisition Corp.
