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Having considered all materials and arguments submitt ed in support of Plaintiffs' Motion for Distribution of Class Action Settlement Fund (the \"Motion\"), including the Memorandum of Law in Support of the Motion, and the Declaration of Margery Craig Concerning the Results of the Cl aims Administration Process (the \"Craig Declaration\"), NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED. 2. This Class Distribution Order incorporates by reference the definitions in the Stipu lation of Settlement dated August 8, 2024 (the \"Stipulation\") (ECF No. 113-4). All terms not otherwise defined shall have the same meaning as set forth in the Stipulation or the Craig Declaration. 3. As set forth in in the Craig Declaration, the administrative determinations of the Claims Administrator, Strategic Claims Services (\"SCS\"), in accepting and rejecting Claims are approved. Specifically, the administrative determinations of the Claims Admini strator accepting those Claims set forth in Exhibits B-1 and B-2 to the Craig Declaration are approved. Likewise, the administrative determinations of the Claims Administrator rejecting those Claims set forth in Exhibits D and E of the Craig Dec laration are approved. 4. Any person submitting Claims received after January 17, 2025, and any responses to rejected or deficient Claims received after July 28, 2025, the date used to finalize the administration by SCS, are finally and forever barred from asserting such Claims. 5. The funds that are currently in the Net Settlement Fund (less any necessary amounts to be withheld for payment of potential tax liabilities and related fees and expenses) shall be distributed on a pro rata basis to the Authorized Claimants, identified in Exhibits B-1 and B-2 to the Craig Declaration. The funds shall be distributed pursuant to the Stipulation and the Plan of Allocation of the Net Settlement Fund set forth in the Notice. 6. The distribution plan for the Net Settlement Fund as set forth in the Craig and accompanying exhibits is approved. The balance of the Net Settlement Fund shall be distributed to Authori zed Claimants. The checks for distribution to Authorized Claimants shall bear the notation \"CASH PROMPTLY, VOID AND SUBJECT TO RE-DISTRIBUTION 90 DAYS AFTER ISSUE DATE.\" Lead Counsel and SCS are authorized to locate and/or contact any Authorized Claimant who has not cashed his, her, or its check within said time. Authorized Claimants who fail to negotiate a distribution check within the time allotted or consistent with the terms o utlined in the Craig Declaration will irrevocably forfeit all recovery from the Settlement. 7. SCS shall submit periodic reports to the Court in accordance with the Court's Order Appointing Claims Ad ministrator and Requiring Periodic Reports by Claims Administrator (ECF No. 115). 8. The Court finds that the administration of the Settlement and proposed distribution of the Net Settlement Fund comply with the terms of the Stipulation and the Plan of Allocation. All persons involved in the review, verification, calculation, tabulation, or any other aspect of the processing of the Claims submitted herein, or otherwise in volved in the administration or taxation of the Settlement Fund or the Net Settlement Fund, are released and discharged from any and all claims arising out of such involvement, and all Settlement Class Members, whether or not they are to receive payment from the Net Settlement Fund, are barred from making any further claim against the Net Settlement Fund or the released persons beyond the amount allocated to them pursuant to this Order. 9. SCS is hereby orde red to discard paper or hard copies of claims and all supporting documents no less than one year after distribution of the Net Settlement Fund, and electronic copies of the same no less than 1 year after all funds in the Settlement Fund are distributed. 10. This Court retains jurisdiction over any further application or matter which may arise in connection with this Action. (Signed by Judge Alvin K. Hellerstein on 9/3/2025) (ar)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/433295722/","id":433295722,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/66664665/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/447643997/","id":447643997,"tags":[],"absolute_url":"/docket/66664665/137/fung-v-sunlight-financial-holdings-inc/","date_created":"2025-07-31T10:11:39.382287-07:00","date_modified":"2026-06-25T02:39:14.381061-07:00","sha1":"34b80fd9e65868bca2dae79b0733794a3fe2082f","page_count":3,"file_size":174494,"filepath_local":"recap/gov.uscourts.nysd.591241/gov.uscourts.nysd.591241.137.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.591241/gov.uscourts.nysd.591241.137.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-10658-AKH Document 137 Filed 07/31/25 Page 1 of 3\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n\nMATTHEW MILLUNCHICK and MIKE Case No.: 1:22-cv-10658-AKH\nMARGENT, Individually and on Behalf of\nAll Others Similarly Situated, CLASS ACTION\n\n Plaintiffs,\n\n -against-\n\nSUNLIGHT FINANCIAL HOLDINGS,\nINC. f/k/a/ SPARTAN ACQUISITION\nCORP. II, MATTHEW POTERE, BARRY\nEDINBURG, RODNEY YODER,\nGEOFFREY STRONG, JAMES CROSSEN,\nOLIVIA WASSENAAR, WILSON\nHANDLER, CHRISTINE HOMMES,\nJOSEPH ROMEO, and SPARTAN\nACQUISITION SPONSOR II LLC,\n\n Defendants.\n\n\n\n\n NOTICE OF PLAINTIFFS\u2019 MOTION FOR DISTRIBUTION OF CLASS ACTION\n SETTLEMENT FUND\n\f Case 1:22-cv-10658-AKH Document 137 Filed 07/31/25 Page 2 of 3\n\n\n\n\n PLEASE TAKE NOTICE that pursuant to Federal Rule of Civil Procedure 23(e), Lead\n\nPlaintiff Matthew Millunchick and named plaintiff Mike Margent (\u201cPlaintiffs\u201d), through Lead\n\nCounsel, hereby move this Court for entry of the [Proposed] Order Granting Distribution of Class\n\nAction Settlement Fund (\u201cClass Distribution Order\u201d). Among other things, the Class Distribution\n\nOrder: (i) approves the Claims Administrator\u2019s1 recommendations accepting and rejecting Claims\n\nsubmitted in the Action; and (ii) directs distribution of the Net Settlement Fund to Authorized\n\nClaimants whose Claims have been accepted as valid.\n\n In support of this Motion, Plaintiffs submit the accompanying Memorandum of Law, the\n\nDeclaration of Margery Craig Concerning the Results of the Claims Administration Process, and\n\nthe exhibits thereto.\n\n\n\nDated: July 31, 2025 Respectfully submitted,\n\n THE ROSEN LAW FIRM, P.A.\n By: /s/ Yu Shi\n Laurence Rosen\n Yu Shi\n 275 Madison Ave, 40th Floor\n New York, New York 10016\n Telephone: (212) 686-1060\n Fax: (212) 202-3827\n\n Counsel for Plaintiffs and the Settlement\n Class\n\n\n\n\n1\n Unless otherwise defined, capitalized terms herein have the same meanings attributed to them\nin the Stipulation of Settlement dated August 8, 2024 (ECF No. 113-4).\n\f Case 1:22-cv-10658-AKH Document 137 Filed 07/31/25 Page 3 of 3\n\n\n\n\n CERTIFICATE OF SERVICE\n\n I hereby certify that on July 31, 2025, a true and correct copy of the foregoing document\n\nwas served by CM/ECF to the parties registered to the Court\u2019s CM/ECF system\n\n\n\n /s/ Yu Shi\n Yu Shi\n\f","ocr_status":1,"date_upload":"2026-06-24T04:35:51.328871-07:00","document_number":"137","attachment_number":null,"pacer_doc_id":"127037960478","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Disbursement of Funds","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483818756/","id":483818756,"tags":[],"absolute_url":"/docket/66664665/137/1/fung-v-sunlight-financial-holdings-inc/","date_created":"2026-06-24T04:35:40.555245-07:00","date_modified":"2026-06-25T06:37:05.689687-07:00","sha1":"f7447c8b33d0231706d8a2d68129d6182e8d5e41","page_count":3,"file_size":205157,"filepath_local":"recap/gov.uscourts.nysd.591241/gov.uscourts.nysd.591241.137.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.591241/gov.uscourts.nysd.591241.137.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-10658-AKH Document 137-1 Filed 07/31/25 Page 1 of 3\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\nMATTHEW MILLUNCHICK and MIKE Case No.: 1:22-cv-10658-AKH\nMARGENT, Individually and on Behalf of\nAll Others Similarly Situated,\n\n Plaintiffs, CLASS ACTION\n\n -against-\n\nSUNLIGHT FINANCIAL HOLDINGS, INC.\nf/k/a/ SPARTAN ACQUISITION CORP. II,\nMATTHEW POTERE, BARRY\nEDINBURG, RODNEY YODER,\nGEOFFREY STRONG, JAMES CROSSEN,\nOLIVIA WASSENAAR, WILSON\nHANDLER, CHRISTINE HOMMES,\nJOSEPH ROMEO, and SPARTAN\nACQUISITION SPONSOR II LLC,\n\n Defendants.\n\n\n [PROPOSED] ORDER GRANTING DISTRIBUTION OF CLASS ACTION\n SETTLEMENT FUNDS\n\n Having considered all materials and arguments submitted in support of Plaintiffs\u2019 Motion\n\nfor Distribution of Class Action Settlement Fund (the \u201cMotion\u201d), including the Memorandum of\n\nLaw in Support of the Motion, and the Declaration of Margery Craig Concerning the Results of\n\nthe Claims Administration Process (the \u201cCraig Declaration\u201d),\n\n NOW, THEREFORE, IT IS HEREBY ORDERED THAT:\n\n 1. The Motion is GRANTED.\n\n 2. This Class Distribution Order incorporates by reference the definitions in the\n\nStipulation of Settlement dated August 8, 2024 (the \u201cStipulation\u201d) (ECF No. 113-4). All terms\n\nnot otherwise defined shall have the same meaning as set forth in the Stipulation or the Craig\n\nDeclaration.\n\n\n 1\n\f Case 1:22-cv-10658-AKH Document 137-1 Filed 07/31/25 Page 2 of 3\n\n\n\n\n 3. As set forth in in the Craig Declaration, the administrative determinations of the\n\nClaims Administrator, Strategic Claims Services (\u201cSCS\u201d), in accepting and rejecting Claims are\n\napproved. Specifically, the administrative determinations of the Claims Administrator accepting\n\nthose Claims set forth in Exhibits B-1 and B-2 to the Craig Declaration are approved. Likewise,\n\nthe administrative determinations of the Claims Administrator rejecting those Claims set forth in\n\nExhibits D and E of the Craig Declaration are approved.\n\n 4. Any person submitting Claims received after January 17, 2025, and any responses\n\nto rejected or deficient Claims received after July 28, 2025, the date used to finalize the\n\nadministration by SCS, are finally and forever barred from asserting such Claims.\n\n 5. The funds that are currently in the Net Settlement Fund (less any necessary\n\namounts to be withheld for payment of potential tax liabilities and related fees and expenses)\n\nshall be distributed on a pro rata basis to the Authorized Claimants, identified in Exhibits B-1\n\nand B-2 to the Craig Declaration. The funds shall be distributed pursuant to the Stipulation and\n\nthe Plan of Allocation of the Net Settlement Fund set forth in the Notice.\n\n 6. The distribution plan for the Net Settlement Fund as set forth in the Craig and\n\naccompanying exhibits is approved. The balance of the Net Settlement Fund shall be distributed\n\nto Authorized Claimants. The checks for distribution to Authorized Claimants shall bear the\n\nnotation \u201cCASH PROMPTLY, VOID AND SUBJECT TO RE-DISTRIBUTION 90 DAYS\n\nAFTER ISSUE DATE.\u201d Lead Counsel and SCS are authorized to locate and/or contact any\n\nAuthorized Claimant who has not cashed his, her, or its check within said time. Authorized\n\nClaimants who fail to negotiate a distribution check within the time allotted or consistent with\n\nthe terms outlined in the Craig Declaration will irrevocably forfeit all recovery from the\n\nSettlement.\n\n\n\n 2\n\f Case 1:22-cv-10658-AKH Document 137-1 Filed 07/31/25 Page 3 of 3\n\n\n\n\n 7. SCS shall submit periodic reports to the Court in accordance with the Court\u2019s\n\nOrder Appointing Claims Administrator and Requiring Periodic Reports by Claims\n\nAdministrator (ECF No. 115).\n\n 8. The Court finds that the administration of the Settlement and proposed\n\ndistribution of the Net Settlement Fund comply with the terms of the Stipulation and the Plan of\n\nAllocation. All persons involved in the review, verification, calculation, tabulation, or any other\n\naspect of the processing of the Claims submitted herein, or otherwise involved in the\n\nadministration or taxation of the Settlement Fund or the Net Settlement Fund, are released and\n\ndischarged from any and all claims arising out of such involvement, and all Settlement Class\n\nMembers, whether or not they are to receive payment from the Net Settlement Fund, are barred\n\nfrom making any further claim against the Net Settlement Fund or the released persons beyond\n\nthe amount allocated to them pursuant to this Order.\n\n 9. SCS is hereby ordered to discard paper or hard copies of claims and all supporting\n\ndocuments no less than one year after distribution of the Net Settlement Fund, and electronic\n\ncopies of the same no less than 1 year after all funds in the Settlement Fund are distributed.\n\n 10. This Court retains jurisdiction over any further application or matter which may\n\narise in connection with this Action.\n\n\n\nDated: ________________, 2025 ___________________________________\n The Honorable Alvin K. Hellerstein\n United States District Court Judge\n\n\n\n\n 3\n\f","ocr_status":2,"date_upload":"2026-06-24T04:36:16.933812-07:00","document_number":"137","attachment_number":1,"pacer_doc_id":"127037960479","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order [Proposed] Order Granting Distribution of Class Action Settlement","acms_document_guid":""}],"date_created":"2025-07-31T10:11:39.320260-07:00","date_modified":"2025-07-31T10:11:39.334695-07:00","date_filed":"2025-07-31","time_filed":"11:39:24","entry_number":137,"recap_sequence_number":"2025-07-31.001","pacer_sequence_number":508,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/433295716/","id":433295716,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/66664665/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/447643991/","id":447643991,"tags":[],"absolute_url":"/docket/66664665/138/fung-v-sunlight-financial-holdings-inc/","date_created":"2025-07-31T10:11:37.331603-07:00","date_modified":"2026-06-25T06:31:23.505404-07:00","sha1":"d0e86cccb5f20628d644b58f9cb56d1dfcfa67b5","page_count":7,"file_size":246048,"filepath_local":"recap/gov.uscourts.nysd.591241/gov.uscourts.nysd.591241.138.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.591241/gov.uscourts.nysd.591241.138.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-10658-AKH Document 138 Filed 07/31/25 Page 1 of 7\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n\nMATTHEW MILLUNCHICK and MIKE Case No.: 1:22-cv-10658-AKH\nMARGENT, Individually and on Behalf of\nAll Others Similarly Situated, CLASS ACTION\n\n Plaintiffs,\n\n -against-\n\nSUNLIGHT FINANCIAL HOLDINGS,\nINC. f/k/a/ SPARTAN ACQUISITION\nCORP. II, MATTHEW POTERE, BARRY\nEDINBURG, RODNEY YODER,\nGEOFFREY STRONG, JAMES CROSSEN,\nOLIVIA WASSENAAR, WILSON\nHANDLER, CHRISTINE HOMMES,\nJOSEPH ROMEO, and SPARTAN\nACQUISITION SPONSOR II LLC,\n\n Defendants.\n\n\n\n\n PLAINTIFF\u2019S MEMORANDUM OF LAW IN SUPPORT OF MOTION FOR\n DISTRIBUTION OF CLASS ACTION SETTLEMENT FUNDS\n\f Case 1:22-cv-10658-AKH Document 138 Filed 07/31/25 Page 2 of 7\n\n\n\n\n I. INTRODUCTION\n\n On August 15, 2024, the Court entered the Order Granting Plaintiffs\u2019 Motion for\n\nPreliminarily Approval of Class Action Settlement (\u201cPreliminary Approval Order\u201d) (ECF No.\n\n114).\n\n On December 16, 2024, the Court entered the Order and Final Judgment (\u201cFinal\n\nJudgment\u201d) (ECF No. 130).\n\n The Court-appointed Claims Administrator, 1 Strategic Claims Services (\u201cSCS\u201d), has\n\nadvised Lead Counsel that it has completed all analyses and accounting procedures in connection\n\nwith the proofs of claim submitted by those persons who responded to the Notice and has\n\ndetermined which of those persons are Authorized Claimants. See Declaration of Margery Craig\n\nConcerning the Results of the Claims Administration Process (\u201cCraig Decl.\u201d) \u00b6\u00b66-7.\n\n Accordingly, the Net Settlement Fund is ready to be distributed to Authorized Claimants.\n\nThus, Plaintiffs, by and through Lead Counsel, respectfully request that the Court authorize the\n\ndistribution of the Net Settlement Amount to the Authorized Claimants.\n\n II. DETERMINATION OF AUTHORIZED CLAIMS\n\n Pursuant to the Preliminary Approval Order, all Claims were to be submitted to the Claims\n\nAdministrator, online or postmarked no later than November 19, 2024. Preliminary Approval\n\nOrder \u00b619. The Claims Administrator has now finalized its determination of which Claims are\n\nauthorized and which are ineligible. Craig Decl. \u00b67.\n\n\n\n\n1\n Unless otherwise defined, capitalized terms herein have the same meanings attributed to them\nin the Stipulation of Settlement dated August 8, 2024 (ECF No. 113-4).\n\f Case 1:22-cv-10658-AKH Document 138 Filed 07/31/25 Page 3 of 7\n\n\n\n\n A. Properly Documented Claims\n\n SCS identified 4,824 properly documented claims that were received on or before January\n\n17, 2025. Craig Decl. \u00b67(a). Of these valid claims, 485 were filed after the filing deadline. Id. SCS\n\naccepted these valid claims. To enable as many Settlement Class Members as possible to\n\nparticipate, Plaintiffs respectfully request that this Court accept these otherwise valid claims that\n\nSCS received after the November 19, 2024 deadline but before January 17, 2025, because none\n\nhas caused a delay to the distribution of the Net Settlement Fund to the Settlement Class, or\n\notherwise prejudiced any Authorized Claimant. Id.; See In re \u201cAgent Orange\u201d Product Liability\n\nLitig., 689 F.Supp. 1250, 1261-63 (E.D.N.Y. 1988) (court permitting the qualifying late claimants\n\nand opt-out claimants to participate in the settlement distribution because \u201c[t]he cost to the fund\n\nof admitting late claimants and readmitting the opt-out claimants to the class action should be\n\nrelatively small. No significant administrative costs need be incurred to allow the late claims and\n\nopt-out claims.\u201d); see also In re Crazy Eddie Securities Litigation, 906 F.Supp. 840, 845 (E.D.N.Y.\n\n1995) (court allowing late claims postmarked within one month and four days of original deadline\n\nto participate in the distribution of settlement funds).\n\n Plaintiffs respectfully request that the Court approve the 4,824properly documented\n\nclaims as listed in Exhibits B-1 and B-2 of the Craig Decl.\n\n B. Deficient and Ineligible Claims\n\n SCS identified that 18 potential claimants inadequately documented their claims. Craig\n\nDecl. \u00b67(b). For each such inadequately documented claim it received, SCS sent the potential\n\nclaimants inadequacy notices, advising them of the deficiency and affording them the opportunity\n\nto cure the deficiency. Id. Of the 18 claims SCS initially identified as deficient, 7 have\n\nsuccessfully cured the deficiencies. Id. SCS now includes those Settlement Class Members as\n\nAuthorized Claimants. Id. Each of the remaining 11 deficient claimants either failed to respond\n\f Case 1:22-cv-10658-AKH Document 138 Filed 07/31/25 Page 4 of 7\n\n\n\n\nto the deficiency notice SCS sent or responded with inadequate documentation. Id. SCS sent a\n\nrejection notice to these inadequate claimants, explaining the reason(s) for their rejection. Id. To\n\ndate, none of these 11 inadequate claimants has objected to or contested SCS\u2019s determination. Id.\n\n In addition, SCS identified 9,004 claims that it has recommended for complete rejection.\n\nCraig Decl. \u00b67(c). Included in this category are, inter alia, claims with shares purchased outside\n\nof the Class Period, claims with no Recognized Losses, claims for other securities, claims with\n\nshares sold short, duplicate claims, etc. Id. Such claimants were sent rejection notices advising\n\nthem of SCS\u2019s final determination. Id. To date, none of the ineligible claimants have contested\n\nSCS\u2019 final determination of ineligibility. Id.\n\n III. DISTRIBUTION OF THE NET SETTLEMENT AMOUNT\n\n Consistent with the Plan of Allocation and with the Court\u2019s approval, the Claims\n\nAdministrator will conduct an initial distribution of the Net Settlement Fund to all Authorized\n\nClaimants on a pro rata basis whose distribution payments calculate to $10.00 or more (the \u201cInitial\n\nDistribution\u201d). Craig Decl. \u00b69(a). Based on the substantial experience of Lead Counsel and SCS\n\nin similar distributions, it can be expected that a certain number of the payments distributed to\n\nSettlement Class Members who filed valid Claims will not be cashed promptly. To encourage\n\nAuthorized Claimants to promptly cash their distribution checks and to avoid or reduce future\n\nexpenses relating to unpaid distributions, Lead Counsel and SCS propose that all the distribution\n\nchecks bear a notation \u201cCASH PROMPTLY, VOID AND SUBJECT TO RE-DISTRIBUTION 90\n\nDAYS AFTER ISSUE DATE.\u201d Id. \u00b69(b).\n\n Following the initial distribution, SCS will submit periodic reports to the Court in\n\naccordance with the Court\u2019s Order Appointing Claims Administrator and Requiring Periodic\n\nReports by Claims Administrator. (ECF No. 115).\n\f Case 1:22-cv-10658-AKH Document 138 Filed 07/31/25 Page 5 of 7\n\n\n\n\n IV. RELEASE OF CLAIMS\n\n In order to allow the full and final distribution of the Net Settlement Fund, it is necessary\n\nto bar any further claims against the Net Settlement Fund beyond the amounts allocated to\n\nAuthorized Claimants, and to provide that all persons involved in the review, verification,\n\ncalculation, tabulation, or any other aspect of the processing of the Claims submitted herein, or\n\notherwise involved in the administration or taxation of the Settlement Fund or the Net Settlement\n\nFund, be released and discharged from any and all claims arising out of such involvement.\n\nAccordingly, Plaintiffs respectfully request the Court to release and discharge all persons involved\n\nin the review, verification, calculation, tabulation, or any other aspect of the processing of the\n\nClaims submitted herein, or otherwise involved in the administration or taxation of the Settlement\n\nFund or the Net Settlement Fund from any and all claims arising out of such involvement and bar\n\nall Settlement Class Members, whether or not they receive payment from the Net Settlement Fund,\n\nfrom making any further claims against the Net Settlement Fund, Plaintiffs, Lead Counsel, the\n\nClaims Administrator, the Escrow Agent or any other agent retained by Plaintiffs or Lead Counsel\n\nin connection with the administration or taxation of the Settlement Fund or the Net Settlement\n\nFund beyond the amounts allocated to them pursuant to the terms of the Distribution Order. See\n\nIn re Patriot National, 2021 WL 1040462, at *2; In re Merrill Lynch & Co., Inc. Sec., Derivative\n\nand ERISA Litig., 2010 WL 11595033 at *2 (S.D.N.Y. Dec. 23, 2010).2\n\n V. RECORDS RETENTION AND DESTRUCTION\n\n Plaintiffs respectfully request the Court order that: (a) in no less than one (1) year after\n\ndistributions of the Net Settlement Fund, the Claims Administrator may destroy the paper copies\n\nof Claims Forms and all supporting documentation; and (b) in no less than one (1) years after all\n\n\n2\n See also In re Miva, Inc., 2015 WL 12834962, at *2 (M.D. Fla. Sept. 23, 2015); In re\nFriedman\u2019s, Inc. Sec. Litig., 2009 WL 10671836, at *2 (N.D. Ga. July 23, 2009).\n\f Case 1:22-cv-10658-AKH Document 138 Filed 07/31/25 Page 6 of 7\n\n\n\n\nfunds have been distributed, the Claims Administrator may destroy electronic copies of the Claim\n\nForms and all supporting documentation.\n\n VI. CONCLUSION\n\n For the foregoing reasons, Plaintiff respectfully request the Court enter the Class\n\nDistribution Order submitted herewith, so that Settlement Class Members who submitted valid\n\nclaims may receive their pro rata share of the Net Settlement Fund.\n\n\n\n\nDated: July 31, 2025 Respectfully submitted,\n\n THE ROSEN LAW FIRM, P.A.\n By: /s/ Yu Shi\n Laurence Rosen\n Yu Shi\n 275 Madison Ave, 40th Floor\n New York, New York 10016\n Telephone: (212) 686-1060\n Fax: (212) 202-3827\n\n Counsel for Plaintiffs and the Settlement\n Class\n\f Case 1:22-cv-10658-AKH Document 138 Filed 07/31/25 Page 7 of 7\n\n\n\n\n CERTIFICATE OF COMPLIANCE\n\n I hereby certify that the foregoing Memorandum of Law was prepared using Microsoft\n\nWord and contains 1,382 words, which does not exceed the word limit imposed by Local Rule\n\n7.1(c).\n\n\n\n /s/ Yu Shi\n Yu Shi\n\f","ocr_status":1,"date_upload":"2026-06-24T04:35:48.147105-07:00","document_number":"138","attachment_number":null,"pacer_doc_id":"127037960505","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Memorandum of Law in Support of Motion","acms_document_guid":""}],"date_created":"2025-07-31T10:11:37.296091-07:00","date_modified":"2025-07-31T10:11:37.302242-07:00","date_filed":"2025-07-31","time_filed":"11:40:52","entry_number":138,"recap_sequence_number":"2025-07-31.001","pacer_sequence_number":510,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/433295701/","id":433295701,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/66664665/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/447643976/","id":447643976,"tags":[],"absolute_url":"/docket/66664665/139/fung-v-sunlight-financial-holdings-inc/","date_created":"2025-07-31T10:11:33.304567-07:00","date_modified":"2026-06-25T02:38:27.716417-07:00","sha1":"35b3bd0f2b87308b8f4423340acd267ed8417f26","page_count":305,"file_size":3675499,"filepath_local":"recap/gov.uscourts.nysd.591241/gov.uscourts.nysd.591241.139.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.591241/gov.uscourts.nysd.591241.139.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":"2026-06-24T04:35:46.550082-07:00","document_number":"139","attachment_number":null,"pacer_doc_id":"127037960559","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Declaration in Support of Motion","acms_document_guid":""}],"date_created":"2025-07-31T10:11:33.280223-07:00","date_modified":"2025-07-31T10:11:33.285187-07:00","date_filed":"2025-07-31","time_filed":"11:44:18","entry_number":139,"recap_sequence_number":"2025-07-31.001","pacer_sequence_number":513,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/413028678/","id":413028678,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/66664665/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/426586006/","id":426586006,"tags":[],"absolute_url":"","date_created":"2025-01-09T01:30:27.853722-08:00","date_modified":"2025-01-09T01:30:27.856654-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-01-09T01:30:27.845875-08:00","date_modified":"2025-01-09T01:30:27.845884-08:00","date_filed":"2024-12-09","time_filed":null,"entry_number":null,"recap_sequence_number":"2024-12-09.002","pacer_sequence_number":null,"description":">>>NOTICE REGARDING PRO HAC VICE MOTION. Regarding Document No. 125 MOTION for Paul J. Scarlato to Appear Pro Hac Vice . Filing fee $ 200.00, receipt number ANYSDC-30300940. Motion and supporting papers to be reviewed by Clerk's Office staff.. The document has been reviewed and there are no deficiencies. 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Hellerstein. (yv)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/413028676/","id":413028676,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/66664665/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/426586004/","id":426586004,"tags":[],"absolute_url":"","date_created":"2025-01-09T01:30:27.531880-08:00","date_modified":"2025-01-09T01:30:27.535825-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-01-09T01:30:27.522118-08:00","date_modified":"2025-01-09T01:30:27.522128-08:00","date_filed":"2024-08-15","time_filed":null,"entry_number":null,"recap_sequence_number":"2024-08-15.002","pacer_sequence_number":null,"description":"Transmission to Finance Unit (Cashiers). Transmitted re: 114 Order on Motion for Settlement, to the Finance Unit (Cashiers) for case processing. (yv)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/411354498/","id":411354498,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/66664665/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/424377803/","id":424377803,"tags":[],"absolute_url":"/docket/66664665/133/fung-v-sunlight-financial-holdings-inc/","date_created":"2024-12-17T15:07:33.366976-08:00","date_modified":"2026-06-25T06:34:17.838276-07:00","sha1":"0bd34467b13ba002acaf3aed220870e2ab432eab","page_count":19,"file_size":70996,"filepath_local":"recap/gov.uscourts.nysd.591241/gov.uscourts.nysd.591241.133.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.591241/gov.uscourts.nysd.591241.133.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 1 of 19 1\n O7P5milC\n\n1 UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n2 ------------------------------x\n\n3 MATTHEW MILLUNCHICK, et al.,\n\n4 Plaintiffs, New York, N.Y.\n\n5 v. 22 Civ. 10658 (AKH)\n\n6 SUNLIGHT FINANCIAL HOLDINGS,\n INC., et al.,\n7\n Defendants.\n8\n ------------------------------x\n9\n July 25, 2024\n10 10:20 a.m.\n\n11 Before:\n\n12 HON. ALVIN K. HELLERSTEIN,\n\n13 U.S. District Judge\n\n14\n\n15\n APPEARANCES\n16\n\n17\n THE ROSEN LAW FIRM\n18 Attorneys for Plaintiffs\n BY: YU SHI\n19\n\n20 McGUIRE WOODS, LLP\n Attorneys for Defendants Sunlight Financial, Potere,\n21 Yoder, Edinburg\n BY: JEFFREY J. CHAPMAN\n22\n\n23 VINSON & ELKINS, LLP\n Attorneys for Spartan Defendants\n24 BY: JEFFREY T. CROUGH\n\n25\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 2 of 19 2\n O7P5milC\n\n1 (Case called)\n\n2 THE DEPUTY CLERK: Counsel, please state your\n\n3 appearances for the record.\n\n4 MR. SHI: Good morning, your Honor. Yu Shi from The\n\n5 Rosen Law Firm for the plaintiffs.\n\n6 THE COURT: Good morning.\n\n7 MR. CHAPMAN: Good morning, your Honor. Jeff Chapman\n\n8 from McGuire Woods for Sunlight Financial, Matthew Potere,\n\n9 Rodney Yoder and Barry Edinburg.\n\n10 THE COURT: And Jeffrey Crough.\n\n11 MR. CROUGH: Yes, Jeff Crough from Vinson & Elkins on\n\n12 behalf of the Spartan defendants.\n\n13 THE COURT: Good morning, all.\n\n14 So this is a motion for preliminary approval of a\n\n15 class settlement. Why don't you take the podium, Mr. Shi, and\n\n16 tell me about it.\n\n17 MR. SHI: Yes, your Honor. Would you like me to speak\n\n18 from here or --\n\n19 THE COURT: Take the podium, please.\n\n20 MR. SHI: So we have a proposed class action\n\n21 settlement.\n\n22 THE COURT: The mic will pick you up.\n\n23 MR. SHI: OK. We have a -- so we are here because we\n\n24 have a proposed class action settlement that will fully resolve\n\n25 all claims in this action against all defendants. The\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 3 of 19 3\n O7P5milC\n\n1 settlement is for $3.5 million in cash and we are here today\n\n2 seeking preliminary approval of this settlement so that we\n\n3 could issue notice to class members, who then will have the\n\n4 opportunity to submit claims, file objections, or request an\n\n5 exclusion from this class action settlement.\n\n6 If there is any specific action or questions that your\n\n7 Honor has --\n\n8 THE COURT: Tell me why I should approve it. Tell me\n\n9 about the case, tell me when you settled the case. Make\n\n10 believe I know nothing.\n\n11 MR. SHI: Sure, your Honor.\n\n12 So, this is a putative class action alleging claims\n\n13 under Sections 10(b) and 14(a) of the Exchange Act. The\n\n14 settlement amount, $3.5 million, represents slightly over 10\n\n15 percent of the maximum damages that plaintiffs have calculated\n\n16 that's potentially proveable in this action, and the 10.4 -- so\n\n17 it is exactly 10.4 percent of the maximum damages which\n\n18 compared to the average settlement amount.\n\n19 THE COURT: I have no interest in what the average or\n\n20 median is. Every case has its own merits.\n\n21 MR. SHI: Yes. So, this is a -- we believe this\n\n22 settlement is in the best interest of the class because we, at\n\n23 the time that the settlement was reached, we had filed two\n\n24 amended complaints and the motion to dismiss on the second\n\n25 amended complaint was pending at the time that the settlement\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 4 of 19 4\n O7P5milC\n\n1 was reached so we were fully aware of what defendant's\n\n2 arguments were.\n\n3 THE COURT: So let me get this straight.\n\n4 MR. SHI: Yes.\n\n5 THE COURT: You issued a complaint, defendants moved\n\n6 to dismiss it.\n\n7 MR. SHI: Yes.\n\n8 THE COURT: Settlement.\n\n9 MR. SHI: Yes, your Honor. Defendants moved to\n\n10 dismiss and the motion was fully briefed at the time that the\n\n11 parties went to a mediation and the settlement was reached\n\n12 about a week after the mediation.\n\n13 THE COURT: All right. How do you know it was a good\n\n14 claim?\n\n15 MR. SHI: So, from the defendant's motion to dismiss,\n\n16 they were very detailed and extremely lengthy and having the\n\n17 opportunity to see their arguments and to put forth our\n\n18 argument --\n\n19 THE COURT: Did you anticipate those arguments when\n\n20 you drafted the complaint?\n\n21 MR. SHI: Yes, your Honor.\n\n22 THE COURT: It is not the first stockholders complaint\n\n23 you drafted.\n\n24 MR. SHI: Yes, your Honor.\n\n25 Why do we think that this action potentially has\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 5 of 19 5\n O7P5milC\n\n1 merit? Because we think that based on the investigation we did\n\n2 that we had a colorable claim and that we, at the time that we,\n\n3 and we felt that this was a case that we had a good chance of\n\n4 surviving the motion to dismiss but obviously we could never\n\n5 predict what is going to happen on a motion.\n\n6 THE COURT: The settlement of $3.5 million on the part\n\n7 of the defendant is an indication that plaintiff calculated --\n\n8 defendant's estimated the cost of defense probably exceeding\n\n9 $3.5 million and decided to pay you to settle it. It has no\n\n10 indication what the merits would have been. You took no\n\n11 discovery to find out how there was a failure of due diligence,\n\n12 you learned nothing about the amounts of advances, the timing\n\n13 of advances. You learned nothing about the inflation of sales\n\n14 that occurred because of that and you come up to settle a case.\n\n15 MR. SHI: Yes, your Honor.\n\n16 THE COURT: Having never worked the case.\n\n17 MR. SHI: Yes, your Honor, that is true, discovery has\n\n18 not begun in this action, but because there is a PSLRA action\n\n19 we could not get discovery until we survived the motion to\n\n20 dismiss.\n\n21 THE COURT: Of course.\n\n22 MR. SHI: Right, and so --\n\n23 THE COURT: But you drafted the complaint.\n\n24 MR. SHI: We did.\n\n25 THE COURT: You had every confidence that you would\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 6 of 19 6\n O7P5milC\n\n1 survive.\n\n2 MR. SHI: Yes, we certainly had confidence that we\n\n3 would survive the motion.\n\n4 THE COURT: Otherwise you would not have filed it.\n\n5 MR. SHI: Yes. Exactly. But having done many of\n\n6 these cases, we know that even for cases where we feel\n\n7 extremely confident, sometimes we still lose motion to dismiss\n\n8 and we just can never predict how much of this case might get\n\n9 through the motion.\n\n10 THE COURT: Who were the plaintiffs in the 14(a) case?\n\n11 MR. SHI: It's everyone who held shares of the SPAC at\n\n12 that time and who were eligible to vote at the special meeting\n\n13 to approve the business combination.\n\n14 THE COURT: And what happened? Why are they injured?\n\n15 MR. SHI: So we allege that had they known the truth,\n\n16 then they could have exercised their right to redeem their\n\n17 shares for $10 per share, rather than vote to approve the\n\n18 business combination.\n\n19 THE COURT: What happened? They then merged into\n\n20 Sunlight Financial?\n\n21 MR. SHI: Yes.\n\n22 THE COURT: So they're similarly situated for the\n\n23 plaintiffs who bought on the market.\n\n24 MR. SHI: Yes, your Honor; because they lost the\n\n25 opportunity to redeem their shares.\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 7 of 19 7\n O7P5milC\n\n1 THE COURT: Yes. The point is they bought shares.\n\n2 MR. SHI: Yes, your Honor.\n\n3 THE COURT: At a certain price.\n\n4 MR. SHI: Yes.\n\n5 THE COURT: And that price, you say, was inflated.\n\n6 MR. SHI: Right. At the time that they purchased the\n\n7 shares, certain alleged false statements were on the market and\n\n8 therefore the purchase price was unofficially inflated.\n\n9 THE COURT: You have a table showing the allocation.\n\n10 Explain to me first in paragraph 6(a), 6(b), and 6(c) how you\n\n11 do this calculation.\n\n12 MR. SHI: Yes, your Honor.\n\n13 So for everyone who purchased during the class period\n\n14 and also sold their shares during the class period, these\n\n15 shareholders would not get any recovery and the reason is\n\n16 because they didn't hold their shares past the alleged\n\n17 corrective disclosure.\n\n18 THE COURT: They bought and they sold.\n\n19 MR. SHI: They bought and sold at the time that the\n\n20 inflation was still in the stock.\n\n21 THE COURT: Tell me about (b).\n\n22 MR. SHI: So, for (b) this is the class members who\n\n23 purchased during the class period and then sold during the\n\n24 90 days after the class period, and for these shareholders they\n\n25 would get the lesser of $1.40 per share, so $1.40 is the amount\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 8 of 19 8\n O7P5milC\n\n1 that the stock dropped on the amount of the date of the\n\n2 corrective disclosure.\n\n3 THE COURT: What was it? What was the price before\n\n4 the drop?\n\n5 MR. SHI: Your Honor, let me get that information for\n\n6 you. I believe it was $2.48 per share and the stock dropped by\n\n7 $1.40 per share.\n\n8 THE COURT: 57 percent, I understand.\n\n9 MR. SHI: Roughly. And so they would either get that\n\n10 or the average closing price on the day they sold their stock,\n\n11 and this is based pursuant to the PSLRA's 90-day lookback\n\n12 provision. And then for 6(c), for everyone who --\n\n13 THE COURT: Tell me the logic of the difference\n\n14 between (a) and (b).\n\n15 MR. SHI: The logic, so let's say if someone purchased\n\n16 their shares during the class period and then, for example,\n\n17 sold on October 10, then they would -- then their recognized\n\n18 loss would either be the difference between the purchase price\n\n19 and $1.40 per share, which is the date of the stock drop, the\n\n20 amount of the stock drop, or the purchase price minus the\n\n21 average closing price on October 10 which is $1.23 per share.\n\n22 THE COURT: Why doesn't that same standard apply to\n\n23 all?\n\n24 MR. SHI: Why to?\n\n25 THE COURT: What do you have two standards? Why isn't\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 9 of 19 9\n O7P5milC\n\n1 subsection (b) sufficient?\n\n2 MR. SHI: Why is isn't (c) necessary?\n\n3 THE COURT: No. Why is (a) necessary.\n\n4 MR. SHI: Why is subsection (a) necessary?\n\n5 THE COURT: That is the question.\n\n6 MR. SHI: Because people who sold during the class\n\n7 period would not be entitled to any losses.\n\n8 THE COURT: Why is there both the (a) and (b)? I\n\n9 can't understand the difference between the two and why there\n\n10 should be a differential.\n\n11 MR. SHI: I think, your Honor, you are referring to\n\n12 why there is a difference between 6(b)(1) and 6(b)(2).\n\n13 THE COURT: Well, I don't have those numbers. It is\n\n14 6.\n\n15 MR. SHI: Why is there a difference between\n\n16 recovering --\n\n17 THE COURT: I am reading from a different source,\n\n18 that's right. OK. Why is the difference of $1.40 per share as\n\n19 the marker or the purchase price minus average closing price on\n\n20 date of sale? Why shouldn't it be purchase price minus average\n\n21 closing price for everybody?\n\n22 MR. SHI: Or purchase price --\n\n23 THE COURT: -- less actual sale price?\n\n24 MR. SHI: Because the PSLRA has a provision that says\n\n25 the recovery cannot exceed the purchase price, the difference\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 10 of 19 10\n O7P5milC\n\n1 between the purchase price and the price drop or the mean\n\n2 trading price of that day on the day that it was sold.\n\n3 THE COURT: Yes, so it is a choice because of the\n\n4 PSLRA. OK.\n\n5 MR. SHI: Because of the statute; that's right.\n\n6 THE COURT: The next is the shares of stock that were\n\n7 held continued to be held after December 27, 2022. You have\n\n8 the lesser of $1.40 per share on the purchase price when it is\n\n9 $1.38. Why those two?\n\n10 MR. SHI: Again, the $1.40 per share is the amount of\n\n11 the stock drop.\n\n12 THE COURT: Right.\n\n13 MR. SHI: And the $1.38 per share was average closing\n\n14 price of the 90-days following the stock drop following the\n\n15 corrective disclosure.\n\n16 THE COURT: I understand.\n\n17 MR. SHI: So, again, pursuant to the --\n\n18 THE COURT: I understand. You asked me to\n\n19 preliminarily approve a payment to the individual plaintiffs.\n\n20 How many were there?\n\n21 MR. SHI: There were two.\n\n22 THE COURT: Matthew Millunchick and Mike Margent.\n\n23 MR. SHI: Yes. That's right, your Honor.\n\n24 THE COURT: $5,000 each? What did they do? What did\n\n25 they do to deserve anything.\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 11 of 19 11\n O7P5milC\n\n1 MR. SHI: Your, I don't believe it is $5,000 each.\n\n2 THE COURT: I misread. What was it?\n\n3 MR. SHI: So the total were not to exceed around\n\n4 $6,000 which would be $3,000 to each with a total of $6,000 for\n\n5 the two of them.\n\n6 THE COURT: Yes. What did they do?\n\n7 MR. SHI: So they represented the class, they chose to\n\n8 select their counsel. Mr. Millunchick moved to be the lead\n\n9 plaintiff. He communicated with counsel to make sure that we\n\n10 were doing our job prosecuting the case. He evaluated the\n\n11 settlement, they discussed the merits of the case, what the\n\n12 proper value of the settlement should be, provided documents to\n\n13 us. And, I mean, without these plaintiffs, there would not\n\n14 have been this class action.\n\n15 THE COURT: I doubt that I'm going to give the award\n\n16 you ask. That will come up at the final approval.\n\n17 As to the proposed notice and stipulation agreement\n\n18 you have a provision that the attorneys fees had allowances,\n\n19 will be paid first before the first distribution takes place.\n\n20 I don't allow that. You get paid when your clients get paid.\n\n21 Please, change it.\n\n22 MR. SHI: Yes, your Honor. So, do you want us to\n\n23 change that to we will get paid after the entire fund has been\n\n24 distributed?\n\n25 THE COURT: No, on first distribution.\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 12 of 19 12\n O7P5milC\n\n1 MR. SHI: On the first distribution. OK. We will do\n\n2 that.\n\n3 THE COURT: As to the charity at the end of the case,\n\n4 you will have to make a motion to me for disposition of funds.\n\n5 MR. SHI: Yes, your Honor.\n\n6 THE COURT: I understand that if checks are not cashed\n\n7 there is a fund left over because of uncashed checks or people\n\n8 didn't show or whatever else. The reason is will there be a\n\n9 second distribution.\n\n10 MR. SHI: Yes, your Honor.\n\n11 THE COURT: There will.\n\n12 MR. SHI: Yes. Right. If it's -- if there are funds\n\n13 left and it is economically feasible to do a second\n\n14 distribution there is going to be a second distribution.\n\n15 THE COURT: All right. What I want to do is I want to\n\n16 appoint the settlement administrator by separate order.\n\n17 MR. SHI: Yes, your Honor.\n\n18 THE COURT: That settlement administrator will report\n\n19 to me after his first distribution on the disposition of funds,\n\n20 and then again 60 days later if any checks have been returned\n\n21 on not cashed, what about the reason whether there should or\n\n22 should not be a second distribution, and if there is a cy-pr\u00e8s\n\n23 motion, make it known.\n\n24 MR. SHI: 60 days after the first distribution.\n\n25 THE COURT: Right. Build that into the notice and the\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 13 of 19 13\n O7P5milC\n\n1 agreement.\n\n2 Last, in your notice of pendency of proposed\n\n3 settlement of class action, on page 2 at the end of the first\n\n4 bullet paragraph I would like you to add the following\n\n5 sentence: The Court will review the claims for fees and\n\n6 expenses at the fairness hearing and decide the amounts that\n\n7 are reasonable and appropriate.\n\n8 Are there any objections from the defendants?\n\n9 MR. CHAPMAN: No, your Honor.\n\n10 MR. CROUGH: No, your Honor.\n\n11 THE COURT: I approve, preliminarily, the settlement.\n\n12 The class is sufficiently numerous to justify a class\n\n13 action. There are common issues of law and fact. The claims\n\n14 of the plaintiffs are typical of the claims of the class and\n\n15 the representation is adequate, both as to class\n\n16 representatives and as to the class counsel and the common\n\n17 questions that predominate in a class action is superior to\n\n18 other methods of adjudication.\n\n19 The settlement is procedurally appropriate, was\n\n20 arm's-length, with the help of a mediator. It is substantively\n\n21 fair. I suppose that it is but it is hard to tell because the\n\n22 case was not pursued into a discovery process. Who is going to\n\n23 pay the settlement? The company or the individual defendant?\n\n24 MR. SHI: I will let defense counsel answer this\n\n25 question.\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 14 of 19 14\n O7P5milC\n\n1 MR. CHAPMAN: The funding will be from the company and\n\n2 then I believe some insurance companies are also involved in\n\n3 funding. The individual defendants are not, to my knowledge,\n\n4 contributing.\n\n5 THE COURT: You have just come out of bankruptcy,\n\n6 haven't you?\n\n7 MR. CHAPMAN: Yes, your Honor.\n\n8 THE COURT: So there is a limited pot to recover from.\n\n9 MR. CHAPMAN: That's correct.\n\n10 THE COURT: In that context the settlement is\n\n11 substantively fair so I find that plaintiff and counsel have\n\n12 adequately represented the class, the proposed settlement is\n\n13 result of good faith arm's-length negotiations by informed,\n\n14 experienced counsel. The proposed settlement is favorable for\n\n15 the class in light of the benefits, the risks of continued\n\n16 litigation, and the absence of confidence that the defendant\n\n17 company will be able to sustain a larger judgment.\n\n18 As to the risk of establishing class-wide liability\n\n19 and damages, cases have their risks. The manner and extent of\n\n20 due diligence is subject to many points of view and there will\n\n21 be risks establishing that there was an absence of due\n\n22 diligence. The proposed method to distributing relief is\n\n23 appropriate as to attorneys fees and reimbursement of expenses.\n\n24 I will decide those on an application made for the final\n\n25 approval showing the lodestar of the attorneys that were\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 15 of 19 15\n O7P5milC\n\n1 involved and showing also the absence of duplication between\n\n2 the second law firm and your law firm.\n\n3 There is equality of distribution among eligible class\n\n4 members and on all counts the requirements of Rule 23 are\n\n5 satisfied for a preliminary approval and I grant it.\n\n6 Do I have an order? I think I do. Why is only one\n\n7 half of the settlement amount of $3,500,000 being funded? I\n\n8 address this to Mr. Chapman.\n\n9 MR. CHAPMAN: I'm sorry. I'm not entirely -- what\n\n10 provision are you referring to?\n\n11 THE COURT: Looking at the proposed order, which is\n\n12 paragraph 11.\n\n13 MR. CROUGH: Your Honor, if I may, I might be able to\n\n14 take that one.\n\n15 So that is not actually one half of the settlement\n\n16 because we need one more zero for that to happen, that is\n\n17 $175,000, and the intention there is to provide funds to the\n\n18 claims administrator to the able to begin the notice process so\n\n19 that is why it has a sooner deadline.\n\n20 THE COURT: So it is less than half, it is $175,000.\n\n21 I misread it.\n\n22 MR. CROUGH: Yes.\n\n23 THE COURT: Customarily, the defendants put up the\n\n24 whole amount in escrow.\n\n25 MR. CHAPMAN: And as your Honor indicated, we are\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 16 of 19 16\n O7P5milC\n\n1 emerging from bankruptcy and we need time to sell loans in the\n\n2 marketplace and basically recover that money.\n\n3 THE COURT: Well, there is serious risk, then, that\n\n4 the money won't be in their hands.\n\n5 MR. CHAPMAN: I don't believe so, your Honor.\n\n6 THE COURT: There has to be. If it weren't at risk,\n\n7 it would be paid. It should be paid. It should be paid.\n\n8 MR. CHAPMAN: My clients, we carefully evaluated it\n\n9 with our chief financial officer.\n\n10 THE COURT: I have to evaluate it for the purpose of\n\n11 settlement.\n\n12 MR. CHAPMAN: I understand. We determined that we\n\n13 could meet the schedule that was let out there which is\n\n14 $175,000 to get the claims process started and then the rest\n\n15 later, which comes from a combination of --\n\n16 THE COURT: There is too much uncertainty to approve a\n\n17 class settlement on that basis. You are settling at a cheap\n\n18 price, which you are. You should fund it.\n\n19 MR. CHAPMAN: I don't -- we believe we can meet the\n\n20 schedule, your Honor, and that's why we signed the agreement.\n\n21 THE COURT: I know that, but I have to approve the\n\n22 agreement and I am not likely to approve it unless it is\n\n23 approvable. I would go for half and the balance 30 days later\n\n24 and to reflect it in notes.\n\n25 MR. CHAPMAN: Obviously I have to talk to my client\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 17 of 19 17\n O7P5milC\n\n1 about that, but we understand, your Honor.\n\n2 THE COURT: All right. Then I will not sign the order\n\n3 until I get satisfaction on that one. Why don't you fill in\n\n4 the dates that you think are appropriate in paragraph 20,\n\n5 Mr. Shi.\n\n6 MR. SHI: Paragraph 20. Your Honor, that is because\n\n7 we don't know when the settlement hearing date is so we are not\n\n8 able --\n\n9 THE COURT: We will affix it. How many days away\n\n10 should it be?\n\n11 MR. SHI: We are asking for roughly 135 days from the\n\n12 date that your Honor issues preliminary approval.\n\n13 THE COURT: Get me a date, 135 days.\n\n14 MR. SHI: 135 days from today, assuming.\n\n15 THE COURT: Let's put it four months off.\n\n16 MR. SHI: Four months off.\n\n17 THE COURT: 135 days. Four months is 120 days. You\n\n18 need five months off. Why do you need all of that time?\n\n19 MR. SHI: The reason is that customarily we would\n\n20 probably ask for the settlement and fairness hearing to take\n\n21 place about 100, 120 days to let the notice process play out so\n\n22 that class members have sufficient time to have filed claims\n\n23 and objections. Here, why we ask for slightly longer time is\n\n24 because of the reason that we just discussed right now, which\n\n25 is because defendants needed 120 days to fully fund the\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 18 of 19 18\n O7P5milC\n\n1 settlement, we did not want the settlement fairness hearing to\n\n2 occur before the settlement is fully funded.\n\n3 THE COURT: Yes. I don't think there should be that\n\n4 length of time and I think there ought to be a faster funding\n\n5 of the settlement. I can be flexible about amounts and times,\n\n6 but I think putting this off for the normal period is what is\n\n7 indicated and the settlement should be funded before then.\n\n8 OK. You work this out, Mr. Shi and Mr. Chapman and\n\n9 Mr. Crough, and you will submit a revised version and we will\n\n10 give you a date now in early December.\n\n11 THE DEPUTY CLERK: The 10th at 10:00 a.m.\n\n12 THE COURT: December 10 at 10:00 a.m. So I want a\n\n13 revised copy of the preliminary approval and order appointing\n\n14 the settlement administrator.\n\n15 MR. SHI: Yes, your Honor.\n\n16 THE COURT: OK. Thank you, folks.\n\n17 MR. SHI: Sorry, your Honor. If I may just clarify?\n\n18 So do you want us to submit a proposed revised proposed order\n\n19 with the items that we spoke about today with the December\n\n20 hearing date filled in and all the other dates filled in based\n\n21 on that date?\n\n22 THE COURT: Yes.\n\n23 MR. SHI: OK. And you would like us to also file a\n\n24 revised settlement agreement with the --\n\n25 THE COURT: Yes.\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 133 Filed 12/17/24 Page 19 of 19 19\n O7P5milC\n\n1 MR. SHI: OK.\n\n2 THE COURT: I don't think I need to see that again.\n\n3 You can make the changes you want. I am interested in the\n\n4 notice. You will make those changes and I trust you to make\n\n5 the change, I just need the two orders.\n\n6 MR. SHI: OK. So we just need to file the two orders\n\n7 but not the revised settlement agreement.\n\n8 THE COURT: Let me reconsider. File it all.\n\n9 MR. SHI: OK.\n\n10 THE COURT: File it all. OK. Thank you. Bye.\n\n11 o0o\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f","ocr_status":1,"date_upload":"2026-06-24T04:36:08.904174-07:00","document_number":"133","attachment_number":null,"pacer_doc_id":"127036668828","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Transcript","acms_document_guid":""}],"date_created":"2024-12-17T15:07:33.353057-08:00","date_modified":"2025-01-09T01:30:28.070367-08:00","date_filed":"2024-12-17","time_filed":"17:32:25","entry_number":133,"recap_sequence_number":"2024-12-17.002","pacer_sequence_number":500,"description":"TRANSCRIPT of Proceedings re: CONFERENCE held on 7/25/2024 before Judge Alvin K. Hellerstein. Court Reporter/Transcriber: Pamela Utter, (212) 805-0300. Transcript may be viewed at the court public terminal or purchased through the Court Reporter/Transcriber before the deadline for Release of Transcript Restriction. After that date it may be obtained through PACER. Redaction Request due 1/7/2025. Redacted Transcript Deadline set for 1/17/2025. Release of Transcript Restriction set for 3/17/2025..(McGuirk, Kelly) (Entered: 12/17/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/411354495/","id":411354495,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/66664665/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/424377800/","id":424377800,"tags":[],"absolute_url":"/docket/66664665/134/fung-v-sunlight-financial-holdings-inc/","date_created":"2024-12-17T15:07:33.006105-08:00","date_modified":"2025-01-09T01:30:28.106052-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"134","attachment_number":null,"pacer_doc_id":"127036668840","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of Filing Transcript","acms_document_guid":""}],"date_created":"2024-12-17T15:07:32.991608-08:00","date_modified":"2025-01-09T01:30:28.096653-08:00","date_filed":"2024-12-17","time_filed":"17:33:39","entry_number":134,"recap_sequence_number":"2024-12-17.003","pacer_sequence_number":502,"description":"NOTICE OF FILING OF OFFICIAL TRANSCRIPT Notice is hereby given that an official transcript of a CONFERENCE proceeding held on 7/25/2024 has been filed by the court reporter/transcriber in the above-captioned matter. The parties have seven (7) calendar days to file with the court a Notice of Intent to Request Redaction of this transcript. If no such Notice is filed, the transcript may be made remotely electronically available to the public without redaction after 90 calendar days....(McGuirk, Kelly) (Entered: 12/17/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/411354413/","id":411354413,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/66664665/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/424377718/","id":424377718,"tags":[],"absolute_url":"/docket/66664665/135/fung-v-sunlight-financial-holdings-inc/","date_created":"2024-12-17T15:07:23.365018-08:00","date_modified":"2026-06-25T06:37:03.598399-07:00","sha1":"a07f9f7b754c737e496a1abdee463932fab7495e","page_count":29,"file_size":113224,"filepath_local":"recap/gov.uscourts.nysd.591241/gov.uscourts.nysd.591241.135.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.591241/gov.uscourts.nysd.591241.135.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 1 of 29 1\n OCA1MILC\n\n1 UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n2 ------------------------------x\n\n3 MATTHEW MILLUNCHICK and MIKE\n MARGENT, individually and on\n4 behalf of all others similarly\n situated,\n5\n Plaintiffs,\n6\n v. 22 Civ. 10658 (AKH)\n7\n SUNLIGHT FINANCIAL HOLDINGS,\n8 et al.,\n\n9 Defendants. Fairness Hearing\n ------------------------------x\n10 New York, N.Y.\n December 10, 2024\n11 10:18 a.m.\n\n12 Before:\n\n13 HON. ALVIN K. HELLERSTEIN,\n\n14 District Judge\n\n15 APPEARANCES\n\n16 THE ROSEN LAW FIRM\n Attorneys for Plaintiff Class\n17 BY: YU SHI, ESQ.\n\n18 McGUIRE WOODS LLP\n Attorneys for Sunlight Defendants\n19 BY: JEFFREY J. CHAPMAN, ESQ.\n AARON F. JAROFF, ESQ.\n20\n VINSON & ELKINS LLP\n21 Attorneys for Spartan Defendants\n BY: JEFFREY CROUGH, ESQ.\n22\n ROSCA SCARLATO LLC\n23 Attorneys for Objector Mitchell Wax\n BY: PAUL J. SCARLATO, ESQ.\n24\n\n25\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 2 of 29 2\n OCA1MILC\n\n1 (Case called)\n\n2 THE DEPUTY CLERK: Counsel, please state your\n\n3 appearance for the record.\n\n4 MR. SHI: Good morning, your Honor. Yu Shi from the\n\n5 Rosen Law Firm for the plaintiffs.\n\n6 THE COURT: Good morning.\n\n7 MR. CHAPMAN: Good morning, your Honor. Jeff Chapman\n\n8 and Aaron Jaroff from McGuireWoods for the Sunlight defendants.\n\n9 MR. CROUGH: Good morning, your Honor. Jeff Crough\n\n10 from the law firm of Vinson & Elkins on behalf of the Spartan\n\n11 defendants.\n\n12 THE COURT: Good morning.\n\n13 And we have our objector?\n\n14 MR. SCARLATO: Yes. Good morning, your Honor. Paul\n\n15 Scarlato for objector Mitchell Wax.\n\n16 THE COURT: Yes. Why don't you take a seat in the\n\n17 front bench, over to the left.\n\n18 Mr. Shi, tell me about the settlement, the notice, and\n\n19 the reasons that you want me to approve it.\n\n20 MR. SHI: Yes, your Honor. Would you like me to use\n\n21 the podium or\u2014\u2014\n\n22 THE COURT: I would, yes.\n\n23 MR. SHI: Your Honor, we're here for final approval of\n\n24 a class-action settlement that will completely resolve this\n\n25 action as to all defendants. This is a $3.5 million cash\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 3 of 29 3\n OCA1MILC\n\n1 settlement that recovers approximately 10.4 percent of what\n\n2 plaintiffs' expert calculates to be the maximum classwide\n\n3 damages here. This 10.4 percent recovery is a very strong\n\n4 recovery that is approximately double the median recovery in\n\n5 securities class actions alleging a similar amount of damages\n\n6 over the last ten years.\n\n7 THE COURT: I don't think that's an important figure.\n\n8 MR. SHI: And\u2014\u2014\n\n9 THE COURT: There are too many weak cases.\n\n10 MR. SHI: The claims administrator has mailed out over\n\n11 45,000 notices. The summary notice was also published on the\n\n12 national news wire. So far, over 12,000 claims have been\n\n13 received, and there was one objection to the settlement. There\n\n14 were no objections to the plan of allocation or to the\n\n15 attorney's fee motion, and there were no optouts.\n\n16 And so here, this case, at the time that the\n\n17 settlement was reached, the motion to dismiss was fully briefed\n\n18 and pending, and the settlement here avoids the risk that this\n\n19 case might be dismissed. And frankly, it's a case that, even\n\n20 if it were to go into discovery, the problem is that because of\n\n21 Sunlight's financial situation, it's uncertain whether the\n\n22 company would even exist if the litigation were to continue.\n\n23 As your Honor is aware, during the pendency of this action,\n\n24 about a week after the second amended complaint was filed,\n\n25 Sunlight filed for Chapter 11 bankruptcy. And Sunlight's\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 4 of 29 4\n OCA1MILC\n\n1 financial situation was such that, again, initially, they\n\n2 needed a longer payment term, and then your Honor asked them to\n\n3 pay us sooner, and I know that Mr. Chapman had to do quite a\n\n4 bit of arm twisting for the payment to come in. And so this\n\n5 recovery, it avoids the risk that the action could be dismissed\n\n6 or that it could be truncated if some of the alleged false\n\n7 statements would not get dismissed. And it also gives the\n\n8 class members an immediate recovery rather than further delay,\n\n9 and we believe that this is a strong settlement that should be\n\n10 approved.\n\n11 THE COURT: And you've corrected the deficiency that I\n\n12 noted when we had the preliminary hearing.\n\n13 MR. SHI: Yes, your Honor.\n\n14 THE COURT: Now, Mr. Scarlato, your objection is not\n\n15 as to the settlement, it's to the scope of the release; is that\n\n16 right?\n\n17 MR. SCARLATO: Correct, your Honor.\n\n18 THE COURT: You're not here to oppose anything that\n\n19 Mr. Shi has said.\n\n20 MR. SCARLATO: That is correct, your Honor.\n\n21 THE COURT: Okay. So in effect we have no optouts and\n\n22 we have no opposition and no objectors to the settlement, only\n\n23 to the settlement language.\n\n24 MR. SHI: That's right, your Honor.\n\n25 THE COURT: Do the defendants have anything to add?\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 5 of 29 5\n OCA1MILC\n\n1 MR. CHAPMAN: Nothing, your Honor. If your Honor\n\n2 wants to hear argument on the objection, we'd like to address\n\n3 that, but nothing for now.\n\n4 MR. CROUGH: Nothing for the Spartan defendants at\n\n5 this time, your Honor.\n\n6 THE COURT: You may sit down, Mr. Shi.\n\n7 With great reluctance, I approve the settlement. The\n\n8 factors that a judge has to satisfy are stated in City of\n\n9 Detroit v. Grinnell Corp., 495 F.2d 448, 463 (1974), and there\n\n10 are nine factors.\n\n11 First is the complexity, expense, and likely duration\n\n12 of the litigation. This is not too complex. The issue was\n\n13 whether there was a misstatement in the amount of examination\n\n14 defendant would do before extending credits in the field of\n\n15 solar energy. The business scheme was to extend credits and\n\n16 finance the sellers of this equipment for a premium, and it was\n\n17 stated in its offering documents that there were rigid controls\n\n18 that made sure that the loans were good loans. The alleged\n\n19 misstatement was that these protective measures were withdrawn\n\n20 without stating such. Not a terribly complex issue. There\n\n21 would be substantial additional expense in going through\n\n22 discovery, and the case would have taken considerably longer,\n\n23 so on balance, that factor supports the settlement.\n\n24 The second factor is the reaction of the class to the\n\n25 settlement. There has been a silent reaction, which we take as\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 6 of 29 6\n OCA1MILC\n\n1 approval.\n\n2 The third factor is the stage of the proceedings and\n\n3 the amount of discovery completed. The stage of the\n\n4 proceedings is very short. We were at the stage, coming into\n\n5 these class actions, of a motion to dismiss, and the settlement\n\n6 occurred before the motion could be resolved. So there really\n\n7 was no testing of the legal sufficiency of the complaint.\n\n8 The merits were not discovered. The settlement was\n\n9 made on the strength of the allegations alone. And the fact\n\n10 that it was a low percentage\u2014\u201410 percent is a low percentage\u2014\u2014\n\n11 indicates that plaintiff did not have very good confidence in\n\n12 its case or that a judgment would not have been available.\n\n13 Since the judgment is paid by insurance, as I understand it,\n\n14 and insurance does not disappear in a bankruptcy, the condition\n\n15 of the company was not a factor, and the insurance of the\n\n16 individual directors I don't think was touched. I think this\n\n17 is not a very good settlement. I will approve it because the\n\n18 alternative doesn't seem to exist of anything better.\n\n19 The risks of establishing liability, I think there was\n\n20 substantial risks of establishing liability. I think the\n\n21 question of how adequate a set of checks for the giving of a\n\n22 loan is a very difficult set of questions to say they were or\n\n23 were not sufficient has a lot of judgment involved in it, and\n\n24 it was not at all clear that plaintiff would win.\n\n25 The risks of establishing damages, I think damages\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 7 of 29 7\n OCA1MILC\n\n1 would have been pretty definitely known. We know the prices of\n\n2 stocks, before and after. There's always a question how much\n\n3 of this is due to natural action of the stock markets and how\n\n4 much due to the uncovering of the fraud, and that would have to\n\n5 be proved, but presumably damages could have been proved.\n\n6 Whether they could have been collected in any better way, I\n\n7 mentioned before.\n\n8 The risks of maintaining the class action through the\n\n9 trial, I don't think there was much risk.\n\n10 The ability of the defendants to withstand a greater\n\n11 judgment, that has already been remarked on, and probably they\n\n12 wouldn't have been capable of withstanding much more judgment.\n\n13 The eighth factor is the range of reasonableness of\n\n14 the settlement fund in light of the best possible recovery.\n\n15 That range was much in excess of what is resolved.\n\n16 The next one, the range of reasonableness of the\n\n17 settlement fund to a possible recovery in light of all the\n\n18 attendant risks of litigation. I think it's a good reflection\n\n19 of the difficulty of the case and difficulty of collecting on\n\n20 it.\n\n21 So given all these factors together, I approve the\n\n22 settlement. Not enthusiastically, but I approve it. There is\n\n23 not much of an alternative that was available to the plaintiff,\n\n24 but the plaintiff did choose to file the lawsuit.\n\n25 Now the class is defined as all persons or entities\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 8 of 29 8\n OCA1MILC\n\n1 who purchased the publicly traded common stock of Sunlight\n\n2 between January 25, 2021, and September 28, 2022\u2014\u2014and it says\n\n3 \"and/or,\" but it's \"and,\" it's not \"and/or\"\u2014\u2014and all persons or\n\n4 entities who beneficially owned and/or held the common stock of\n\n5 Spartan Acquisition Corp. II as of June 1, 2021, and were\n\n6 eligible to vote at Spartan's July 18, 2021, special meeting.\n\n7 It's a conjunctive, not a disjunctive, but we avoid double\n\n8 recoveries. That class has been certified previously by me.\n\n9 It was the subject of a notice. There have been no complaints\n\n10 about it. I approve the class as defined.\n\n11 The exclusions are the usual exclusions. People\n\n12 affiliated with a company, those who suffered losses, those who\n\n13 didn't submit valid requests for recovery, they're excluded.\n\n14 It said that the potential maximum recovery, based on\n\n15 expert consultation, is $33.6 million. There was the help of a\n\n16 mediator, Robert A. Meyer, Esq. And the proposed recovery is\n\n17 $3,500,000, and I said before that I would approve it. It's\n\n18 fair, reasonable, and adequate.\n\n19 Now I need more explanation\u2014\u2014Mr. Shi, I'll ask you to\n\n20 resume the podium\u2014\u2014with regard to the allocation.\n\n21 MR. SHI: Yes, your Honor.\n\n22 So the plan of allocation, it's in the long, long\n\n23 notice, notice of pendency, and for the pending claims, so\n\n24 class members will only have damages if they purchased the\n\n25 shares during the class period and then held them through the\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 9 of 29 9\n OCA1MILC\n\n1 end of the class period, because if they sold their shares\n\n2 prior to the alleged corrective disclosure, that means that the\n\n3 stock was also artificially inflated at the time that they sold\n\n4 their shares, so therefore, there wouldn't be any damages. So\n\n5 which is why subsection A for the plan of allocation says that\n\n6 for shares that were purchased during the class period and also\n\n7 sold during the class period, the recognized loss will be zero,\n\n8 because there would be no compensable damages.\n\n9 THE COURT: I agree.\n\n10 MR. SHI: And therefore, sub point B, so this says\n\n11 that if the shares were purchased during the class period and\n\n12 then sold during the 90 days from the end of the class period\n\n13 to\u2014\u2014so the 90 days from the end of the class period goes to\n\n14 December 27, 2022.\n\n15 THE COURT: What's the significance of the 90-day\u2014\u2014\n\n16 MR. SHI: So the PSLRA has a 90-day look-back\n\n17 provision that says the amount of recovery of damages cannot\n\n18 exceed the purchase price by the closing price, the average\n\n19 closing price during the 90 days subsequent to the close of the\n\n20 class period. So therefore, for people who sold their shares\n\n21 during those 90 days, then they get the lesser of $1.40 per\n\n22 share, which was the amount of the stock drop, or the average\n\n23 closing price, up to the day, during the 90-day look-back\n\n24 period that they sold their stock.\n\n25 THE COURT: In other words, it's their cost, the\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 10 of 29 10\n OCA1MILC\n\n1 purchase price of the stock\u2014\u2014\n\n2 MR. SHI: Yes.\n\n3 THE COURT: \u2014\u2014at a certain amount less the average\n\n4 closing price on the date they sold.\n\n5 MR. SHI: That's right.\n\n6 THE COURT: So they have it in their proof, so the\n\n7 date of their sale, and we have averages in a table attached.\n\n8 MR. SHI: Yes. That's right.\n\n9 THE COURT: And that will be administered by the\u2014\u2014\n\n10 MR. SHI: By the claims administrator.\n\n11 THE COURT: By the claims administrator. Okay. That\n\n12 seems sensible.\n\n13 Now the next one is (c), for each share of\n\n14 Sunlight\u2014\u2014go ahead.\n\n15 MR. SHI: So for subsection (c), this is for people\n\n16 who held their shares through the end of the 90-day look-back\n\n17 period, and then here, the recovery would be the lesser of\n\n18 $1.40 per share, which is the stock drop on the date of the\n\n19 corrective disclosure, or $1.38 per share.\n\n20 THE COURT: Instead of taking the average of the day\n\n21 the person sold, what you're doing is taking the average of the\n\n22 entire 90 days.\n\n23 MR. SHI: Right, the entire 90-day look-back period.\n\n24 THE COURT: Okay. I approve that as well.\n\n25 So that approves the allocation.\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 11 of 29 11\n OCA1MILC\n\n1 Now we have loss for claimants with Section 14(a)\n\n2 claims. And how does that work?\n\n3 MR. SHI: So the 14(a) allegation is that because of\n\n4 the alleged false statements in the proxy documents,\n\n5 shareholders were deprived of the chance to redeem their shares\n\n6 for $10 per share.\n\n7 THE COURT: This has to do with the Spartan people?\n\n8 MR. SHI: Right, right. So people who held the\n\n9 shares, the pre\u2014\u2014\n\n10 THE COURT: The Spartan people are going to be the\n\n11 ones that are benefiting under Section 14(a).\n\n12 MR. SHI: Right. It's the people who held these\n\n13 shares of the empty\u2014\u2014the shell.\n\n14 THE COURT: So that the affected classes would be\n\n15 Section 10, 10(d), and Section 14(a).\n\n16 MR. SHI: Sorry, your Honor?\n\n17 THE COURT: That would affect two classes,\n\n18 Section 10(b) class and Section 14(a) class, both treated\n\n19 equally.\n\n20 MR. SHI: Yes. So there are shares that would be\n\n21 eligible under both 10(b) and 14(a). This is because\u2014\u2014so the\n\n22 class period begins on January 25, 2021, and then the\u2014\u2014this\n\n23 last transaction was in early July, so shares that were\n\n24 purchased from January to July were still\u2014\u2014to what would still\n\n25 be the Spartan shares, and the Spartan shares that became the\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 12 of 29 12\n OCA1MILC\n\n1 Sunlight shares asked for the business combination. So there's\n\n2 actually a pretty big overlap in the two class periods, as\n\n3 anyone who purchased shares from January to July would have\n\n4 claims under both 10(b) and 14(a).\n\n5 THE COURT: But you're not going to duplicate.\n\n6 MR. SHI: No, we're not. So in the plan of\n\n7 allocation, I believe, so on ECF page 50 of 31 says that shares\n\n8 eligible for the 10(b) claim are not eligible for the 14(a)\n\n9 claim and vice versa. So there's no double recovery.\n\n10 THE COURT: Is there a better recovery for Spartan\n\n11 than the ordinary purchases of stock?\n\n12 MR. SHI: Is there a better recovery? Well, your\n\n13 Honor, I would not say that there's a better recovery. Again,\n\n14 because the\u2014\u2014they could have redeemed their shares for $10, and\n\n15 so the plan of allocation gives, given the recognized loss, the\n\n16 $10 minus what they ultimately sold their stock for. That's\n\n17 the\u2014\u2014\n\n18 THE COURT: So their stock was worth $10.\n\n19 MR. SHI: Yes.\n\n20 THE COURT: At the time of the closing.\n\n21 MR. SHI: It was worth $10 at the time, so they could\n\n22 have, instead of voting to approve the business combination\u2014\u2014\n\n23 THE COURT: They voted it was $10.\n\n24 MR. SHI: Exactly, yes.\n\n25 THE COURT: So that's the numerator, and the\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 13 of 29 13\n OCA1MILC\n\n1 denominator is the\u2014\u2014\n\n2 MR. SHI: Is how much they ultimately sold.\n\n3 THE COURT: $8.19 a share, which was the\u2014\u2014\n\n4 MR. SHI: So that's the\u2014\u2014\n\n5 THE COURT: \u2014\u2014difference between $10 and $1.08, which\n\n6 is said to be the holding value of the common stock, held at\n\n7 the close of trading on September 28, 2022. What did you do,\n\n8 take the average price on that day?\n\n9 MR. SHI: So for subsection (b), so if they held\n\n10 their\u2014\u2014if they didn't sell their stock on the day of the\n\n11 corrected disclosure, then they would get the $10 minus the\n\n12 1.38, which was the average closing price for the 90 days.\n\n13 THE COURT: Table A?\n\n14 MR. SHI: Yes. So it's the same number that has been\n\n15 used to calculate the 10(b) damages.\n\n16 THE COURT: I find the allocation to be fair, and I\n\n17 approve it.\n\n18 The next question is the scope of the release, and a\n\n19 discharge. Rule 65(d) defines the scope of an injunction. And\n\n20 I'll read it out.\n\n21 65(d)(2) defines the persons bound by an injunction:\n\n22 the parties; the officers, agents, servants, employees, and\n\n23 attorneys of the parties; and other persons who are in active\n\n24 concert or participation with anyone described above, which\n\n25 means either the parties or the parties' officers, agents,\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 14 of 29 14\n OCA1MILC\n\n1 servants, employees, and attorneys. I think your release goes\n\n2 beyond that. And that's why Mr. Scarlato is here to complain.\n\n3 So how can I justify that?\n\n4 Mr. Shi?\n\n5 MR. SHI: Yes, your Honor.\n\n6 THE COURT: How can I justify a larger scope than\n\n7 provided by Rule 65(d)(2)?\n\n8 MR. SHI: Judge, in the Second Circuit, these\n\n9 class-action settlements routinely release their parties,\n\n10 including, for example, auditors, attorneys, and these are the\n\n11 kind of release language that's routinely granted. But the\n\n12 important thing here is that there are two limiting\n\n13 qualifications for the claims that are released and it's that\n\n14 they have to both relate to the purchase or sale of the\n\n15 Sunlight or Spartan securities, and those claims must involve,\n\n16 set forth\u2014\u2014must be those that were involved, set forth, or\n\n17 referred to in the complaint. So claims based on or arising\n\n18 out of facts that were not involved or set forth in the\n\n19 complaint that do not have to do with the purchase of Sunlight\n\n20 stocks during the class period will not be released. And\n\n21 again, in our experience we\u2014\u2014it is common here in the Second\n\n22 Circuit, and we understand\u2014\u2014it is our understanding that we\n\n23 have the right to release the parties such as shareholders,\n\n24 auditors, bankers. And your Honor, this Court, your Honor, has\n\n25 approved two settlements that also released shareholders as\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 15 of 29 15\n OCA1MILC\n\n1 part of the released parties\u2014\u2014the GreenSky class action and the\n\n2 Pareteum Securities class action.\n\n3 THE COURT: I don't think there was an issue that was\n\n4 raised, though.\n\n5 So it's paragraph 1.28 of the settlement agreement,\n\n6 found on pages 9 and 10.\n\n7 Mr. Scarlato, what is the argument why this release is\n\n8 too broad? You can take the podium and Mr. Shi will surrender\n\n9 it.\n\n10 MR. SCARLATO: Yes. Your Honor, would you like any\n\n11 background as to our separate action against Cross River Bank?\n\n12 THE COURT: I'm only focused on the release language\n\n13 itself.\n\n14 MR. SCARLATO: Okay. The release language itself\u2014\u2014\n\n15 THE COURT: Mr. Shi is correct that releases commonly\n\n16 recite all these different entities, including the shareholders\n\n17 of a company that is a defendant.\n\n18 MR. SCARLATO: That is true that releases often\n\n19 include shareholders of the company as defendants, but the\n\n20 Cross River Bank is in a very different situation here. Cross\n\n21 River Bank, we allege, is a separate wrongdoer in our action\n\n22 that is pending in the District Court of New Jersey, so we have\n\n23 a separate claim on behalf of Sunlight shareholders against\n\n24 Cross River Bank. It is true that in the typical scenario\u2014\u2014and\n\n25 counsel for\u2014\u2014and Sunlight defendants cited two cases, two\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 16 of 29 16\n OCA1MILC\n\n1 class-action cases that your Honor approved that had\n\n2 shareholders in the definition of the class release, but in\n\n3 neither circumstance were the shareholders separate wrongdoers.\n\n4 So when you're considering the release language, it's important\n\n5 to focus on two things. One is, we allege that Cross River\n\n6 Bank is a separate wrongdoer; and two, that by virtue of\u2014\u2014Cross\n\n7 River Bank became a shareholder of Sunlight by virtue of\n\n8 Sunlight's bankruptcy. It was over a year after the class\n\n9 period in this case ended.\n\n10 THE COURT: Let me interrupt. Direct me to the\n\n11 language that you take issue with.\n\n12 MR. SCARLATO: Sure.\n\n13 THE COURT: In the release itself, not the definition.\n\n14 Where would I find that?\n\n15 MR. SCARLATO: It's in 1.28, and if you look at the\u2014\u2014\n\n16 THE COURT: That's a defined term.\n\n17 MR. SCARLATO: That's a defined term.\n\n18 THE COURT: Yes, but what's the action, the substance?\n\n19 MR. SCARLATO: So our issue is with the defined,\n\n20 including\u2014\u2014including\u2014\u2014we don't have an issue with including\n\n21 shareholders. We have an issue with including Cross River\n\n22 Bank, which essentially is a back-door release under the\n\n23 definition of shareholders, because\u2014\u2014\n\n24 THE COURT: I don't see their name in here.\n\n25 MR. SCARLATO: I don't see their name in here at all.\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 17 of 29 17\n OCA1MILC\n\n1 THE COURT: So most releases are limited to that claim\n\n2 that arises under or perhaps is related to the allegations of\n\n3 the complaint. And you're saying that your action is a\n\n4 different action.\n\n5 MR. SCARLATO: It's a different action.\n\n6 THE COURT: So the release wouldn't apply. And I'm\n\n7 looking for the release language that limits it by claims\n\n8 arising under the allegations of the complaint.\n\n9 Mr. Shi, where is that; what paragraph?\n\n10 MR. SHI: Your Honor, it's Section 1.35, which\n\n11 specifically says that it releases claims that involved, set\n\n12 forth, or referring to any of the complaints filed in this\n\n13 action, that could have been filed in the action, or that\n\n14 otherwise would have been barred by res judicata had the action\n\n15 been fully litigated through final judgment, and\u2014\u2014\n\n16 THE COURT: That's a long paragraph. Where in the\n\n17 paragraph is it?\n\n18 MR. SHI: It's toward the end of the paragraph that\n\n19 has the two Roman numerals (i) and (ii).\n\n20 THE COURT: On the bottom of page 12, yes. Okay. Let\n\n21 me read it.\n\n22 MR. SHI: So it's towards the second half of the\n\n23 paragraph that says based upon\u2014\u2014\n\n24 THE COURT: I have it.\n\n25 So let me suggest the following. There are some\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 18 of 29 18\n OCA1MILC\n\n1 things here that are broader. Looking at 1.35, page 12,\n\n2 starting with the 10th line, \"alleged or which could have been\n\n3 alleged by any released plaintiff-party against defendants or\n\n4 against any other of the released defendants-parties in any\n\n5 court of competent jurisdiction, or any other adjudicatory\n\n6 tribunal.\" I propose no change to that language. What follows\n\n7 is this: \"that arise out of,\" which is common, \"arising out of\n\n8 the adjudicated or settled allegations, in any court of\n\n9 competent jurisdiction.\" So it's a good limitation. \"Or any\n\n10 other adjudicatory tribunal.\" That's also satisfactory. \"That\n\n11 arise out of, are based upon,\" those are fine. Next phrase,\n\n12 \"are in any way related to.\" I would take out \"in any way\" so\n\n13 it reads \"are related to,\" and that's the classic language of\n\n14 the release. The next phrase is, \"or are in consequence of.\"\n\n15 That also should go out. That's not part of a release.\n\n16 And then skipping down to subparagraph (i), which\n\n17 reads, \"involved, set forth, or referred to in any of the\n\n18 complaints filed in the action,\" then the next phrase is \"that\n\n19 could have been filed in the action.\" That's a common phrase,\n\n20 but since the rules of joinder are so liberal, it makes the\n\n21 release meaningless and extends the scope beyond that which it\n\n22 should be. I propose to eliminate that language.\n\n23 With those emendations, Mr. Scarlato, are you\n\n24 satisfied?\n\n25 MR. SCARLATO: Your Honor, I think we still have an\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 19 of 29 19\n OCA1MILC\n\n1 issue with the definition of \"shareholder,\" given the Sunlight\n\n2 defendants' response to our objection.\n\n3 THE COURT: I think the shareholders are entitled to\n\n4 release when their company is being released, and that's what\n\n5 we're talking about. What you're talking about is a\n\n6 theoretical situation. I don't know if it is different or not,\n\n7 but you're saying it is, so I'm going to take your word. If\n\n8 it's different, you'll get clear because of these eliminations\n\n9 that I've made to 1.35, and that would be for the next court to\n\n10 determine, not me.\n\n11 So you're telling me you're not satisfied with the\n\n12 emendations.\n\n13 MR. SCARLATO: Well, given that the Sunlight\n\n14 defendants have taken the position\u2014\u2014and unbeknownst to us\n\n15 because it's not in the settlement papers anywhere\u2014\u2014that Cross\n\n16 River Bank was actually at the settlement table and negotiated\n\n17 and approved the settlement and was an intended releasee, we\n\n18 still think the definition of \"shareholder\" is problematic for\n\n19 our claims.\n\n20 THE COURT: The objection is denied.\n\n21 MR. SCARLATO: Pardon me, your Honor?\n\n22 THE COURT: The objection is denied. The release will\n\n23 be emended in the way I've suggested.\n\n24 And I'll ask you, Mr. Shi, to submit an amended\n\n25 document.\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 20 of 29 20\n OCA1MILC\n\n1 MR. SHI: Yes, your Honor.\n\n2 THE COURT: Okay. I think that takes up every aspect\n\n3 of the settlement except for fees; is that correct?\n\n4 MR. SHI: Yes, your Honor.\n\n5 THE COURT: Okay. And so I will sign the appropriate\n\n6 documents given to me. These will be held until we get a\n\n7 satisfactory, clean document as I expressed. So I have the\n\n8 order approving the plan of allocation. I'm going to sign\n\n9 that.\n\n10 The proposed order of final judgment has the release\n\n11 terms, right? Mr. Shi?\n\n12 MR. SHI: I am not sure if it has this exact language\n\n13 in there or whether it just refers to the stipulation.\n\n14 Your Honor, it refers to the release in the\n\n15 stipulation but it doesn't repeat the actual language of the\n\n16 release itself.\n\n17 MR. CHAPMAN: Your Honor, for Sunlight defendants, I\n\n18 think we would have to sign a new stipulation.\n\n19 THE COURT: Are you objecting to what I've done?\n\n20 MR. CHAPMAN: Your Honor, I'm in a bit of a quandary\n\n21 here, and let me explain why.\n\n22 THE COURT: Mr. Shi, you can sit, please.\n\n23 MR. CHAPMAN: Cross River Bank\u2014\u2014\n\n24 THE COURT: Mr. Scarlato, you can go back to your\n\n25 seat.\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 21 of 29 21\n OCA1MILC\n\n1 MR. CHAPMAN: Cross River Bank, which is a shareholder\n\n2 and has two seats on our board, is not part of this case, and\n\n3 they may, you know, want to argue this release. In fact, I'm\n\n4 sure they will.\n\n5 Typically what I see is a court either approves a\n\n6 settlement or it rejects it. It doesn't redline it sort of in\n\n7 realtime. So I heard what the Court said. What I would\n\n8 suggest is that since we need to sign a new stipulation of\n\n9 settlement, that we be given a very short period of time to\n\n10 consider that, and if it's satisfactory, we will do that; if\n\n11 it's not, we will come back before the Court.\n\n12 THE COURT: Okay.\n\n13 MR. CHAPMAN: Thank you.\n\n14 THE COURT: How much time do you need?\n\n15 MR. CHAPMAN: I would like a week, your Honor.\n\n16 THE COURT: Okay. So give me a whole new set of\n\n17 documents to sign, Mr. Shi, after passing approval of\n\n18 Mr. Chapman.\n\n19 MR. SHI: Yes. So assuming that the Sunlight\n\n20 defendants agree to the revised language, then we would file an\n\n21 amended stipulation containing the revised release, and then,\n\n22 your Honor, you would also like us to resubmit the proposed\n\n23 order granting the plan of allocation and the proposed order\n\n24 and final judgment?\n\n25 THE COURT: Yes. I dated it, and we need a new proper\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 22 of 29 22\n OCA1MILC\n\n1 date, so please do.\n\n2 MR. SHI: Okay. Yes, your Honor.\n\n3 THE COURT: December 19 at 10:00 will be the adjourned\n\n4 date. All right? Mr. Shi, any objection to that?\n\n5 MR. SHI: Just to clarify, you would like all the\n\n6 parties to reappear for a\u2014\u2014\n\n7 THE COURT: You don't have to reappear if you agree.\n\n8 Just send in the papers. If there's disagreement, I'll see you\n\n9 on December 19th.\n\n10 I will say this, Mr. Chapman. The emendations that I\n\n11 made I think cut down the scope of the release. They cut it\n\n12 down in an appropriate way because they go beyond\n\n13 Rule 65(d)(2). The liability comes through the corporation,\n\n14 and it protects the shareholders of the corporation if it\n\n15 dissolves or is otherwise unable to meet the obligations of the\n\n16 settlement. If this is a new lawsuit, then it will be free of\n\n17 the discharge because it's a new lawsuit and doesn't arise from\n\n18 the allegations of this lawsuit. If it arises from the\n\n19 allegations of this lawsuit, then it should be settled.\n\n20 MR. CHAPMAN: We appreciate that, your Honor, and I\n\n21 will discuss that with my client, and hopefully we will have no\n\n22 issue there. Thank you.\n\n23 THE COURT: Okay. All right. That's as far as we go\n\n24 today. Thank you, all.\n\n25 MR. SHI: Judge, if I may, one clarification.\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 23 of 29 23\n OCA1MILC\n\n1 THE COURT: We have your fee, but I think I should\u2014\u2014\n\n2 MR. SHI: Oh.\n\n3 THE COURT: Let's do that now. Let's do the fee now.\n\n4 MR. SHI: I actually have a question about the\n\n5 December 19th, 10 a.m. date, the adjournment time. So if we\n\n6 submit the revised documents, I think Mr. Chapman said a week\n\n7 from today, that would be December 17th, then we do not need to\n\n8 appear on December 19th.\n\n9 THE COURT: That's correct.\n\n10 MR. SHI: Okay. Got it.\n\n11 THE COURT: All right. Let's pass on to your fees now\n\n12 and do that, and it will be conditional on the submission of\n\n13 the settlement documents.\n\n14 Go ahead, Mr. Shi.\n\n15 MR. SHI: I'll go back to the podium.\n\n16 THE COURT: Yes.\n\n17 MR. SHI: Your Honor, for the attorney's fees, the\n\n18 Second Circuit looks at the Goldberger factors, and they are:\n\n19 time and labor; risk of litigation; magnitude and complexity;\n\n20 the quality of the representation; the requested fee relative\n\n21 to the settlement; public policy considerations; and the\n\n22 reaction of the class. So here, we, the plaintiff's counsel,\n\n23 spent over 800 hours, and, again, we were not only, again,\n\n24 litigating this case here, which we expended, again, over 800\n\n25 hours, doing two rounds of investigations, filing two amended\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 24 of 29 24\n OCA1MILC\n\n1 complaints, including a 64-page second amended complaint,\n\n2 speaking to dozens of confidential witnesses, again, not only\n\n3 were we doing that, but we also had to litigate the Sunlight's\n\n4 release in bankruptcy court. So there, the proposed plan, the\n\n5 proposed Chapter 11 plan would have released our claims against\n\n6 Sunlight that was part of the bankruptcy injunction. So we had\n\n7 to file an objection there and attend an argument to preserve\n\n8 our claims against Sunlight, which we did.\n\n9 So again, the risk of litigation, this is a\n\n10 contingency case. There's of course risk that we could be\n\n11 litigating this case for years and lose and not be paid, at\n\n12 all.\n\n13 The magnitude and complexity, it's a securities class\n\n14 action, and these types of lawsuits I would say by nature are\n\n15 complex.\n\n16 Quality of representation, again, I think for that,\n\n17 probably the best proxy is to look at the results that were\n\n18 obtained for the class. Here, there's a $3.5 million recovery,\n\n19 and it's 10.4 percent, and I know your Honor doesn't like to\n\n20 look at the historical recoveries, but for the parties that are\n\n21 negotiating a settlement, that's one of the benchmarks that we\n\n22 look at to value a case. And the 10.4 percent is double the\n\n23 median percentage recovery of similar class actions.\n\n24 And then the public policy consideration, so there's\n\n25 incentive\u2014\u2014there needs to be incentive for private attorneys to\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 25 of 29 25\n OCA1MILC\n\n1 bring these cases rather\u2014\u2014again, the SEC cannot possibly\n\n2 prosecute every case of securities fraud.\n\n3 The reaction of the class, there were no objections to\n\n4 the attorney's fee request.\n\n5 And then lastly, the amount of fees we ask for is\n\n6 27.5 percent, which is less than the 1/3 that is commonly\n\n7 awarded in the Second Circuit.\n\n8 And if your Honor has any specific questions, I will\n\n9 be happy to answer.\n\n10 THE COURT: Any other comments?\n\n11 MR. CHAPMAN: Nothing from the defendants, your Honor.\n\n12 MR. CROUGH: Nothing from Spartan defendants either.\n\n13 THE COURT: Thank you. I'll take a 10-minute break.\n\n14 (Recess)\n\n15 THE COURT: There are six Goldberger factors to\n\n16 determine a fee. The time and labor expended by counsel is the\n\n17 first one. So the time of the Rosen firm was just short of\n\n18 $750,000; $748,070. And the time of the Glancy firm was a\n\n19 little less than 40,000, or 39,527. These are the lodestars.\n\n20 The second is the magnitude and complexities of\n\n21 litigation. This is not a litigation of great magnitude or\n\n22 complexity, as I said before, and despite the measurement as a\n\n23 median of other settlements, it did not have any useful\n\n24 outcome. $3,500,000 divided over 12,000 people with claims,\n\n25 it's not going to amount to very much money, and there's no\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 26 of 29 26\n OCA1MILC\n\n1 great reward that should be given in this context.\n\n2 The risk of the litigation was considerable but was\n\n3 known at the outset. It was known as to the size and\n\n4 sustainability of the company and was known in terms of how\n\n5 likely a success could be made out of the particular alleged\n\n6 misrepresentation that was in suit.\n\n7 The quality of the representation, I know the Rosen\n\n8 firm. I think they are an excellent law firm. And without\n\n9 examining each aspect of representation, I believe they carried\n\n10 out their job of first quality. With regard to the Glancy law\n\n11 firm, the Glancy law firm did not much else than speak with the\n\n12 client. Didn't stay with the case; is that right, Mr. Shi?\n\n13 MR. SHI: Yes. They initiated the action. They filed\n\n14 the initial complaint. And then after the Rosen law firm was\n\n15 appointed lead counsel, their role was mainly advising the\n\n16 named plaintiff, Mr. Millunchick.\n\n17 THE COURT: And that person that was the plaintiff was\n\n18 changed during the course of the lawsuit also.\n\n19 MR. SHI: Right. The plaintiff who filed the initial\n\n20 complaint did not move for lead plaintiff.\n\n21 THE COURT: And the complaint was not a very good\n\n22 complaint either. It had to be amended twice. So I can't say\n\n23 anything positive about the quality of the Glancy\n\n24 representation.\n\n25 The requested fee in relation to the settlement is\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 27 of 29 27\n OCA1MILC\n\n1 high. The requested fee is $962,500 in relation to a\n\n2 settlement of $3,500,000. That's a 27.5 percent fee, and I\n\n3 don't think it's appropriate.\n\n4 Yes, Mr. Shi. Do you want to say something?\n\n5 MR. SHI: Oh. No, your Honor.\n\n6 THE COURT: You can sit then. Please sit.\n\n7 And I don't think there's any major public policy\n\n8 considerations that can apply here.\n\n9 So putting these all together, I come to the\n\n10 following: The Glancy firm had a client that did not stay and\n\n11 a complaint that did not last, and did not really contribute,\n\n12 as far as I can see, anything more substantial than that in the\n\n13 litigation. I think it fair to cut its fee to $20,000 plus\n\n14 expenses, which I allow, of $825.77. As to the Rosen fee, it\n\n15 carried out two amendments, they filed briefs on a motion to\n\n16 dismiss, pursued this case through bankruptcy and through\n\n17 settlements and the like, resulting in a settlement that\n\n18 perhaps might have been appropriate to the case, but it's not\n\n19 really reflecting an outstanding result or even a\n\n20 better-than-average result. Their lodestar is $748,070. I\n\n21 think the appropriate fee for them would be $685,000, and\n\n22 expenses, which I allow, of $47,634.21. So the total fee of\n\n23 the two law firms will be $705,000\u2014\u2014$20,000 to Glancy and\n\n24 $685,000 to Rosen. And that fee will be paid half at the time\n\n25 the agreement settlement is final and half at the time of the\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 28 of 29 28\n OCA1MILC\n\n1 first distribution. That's half the fee. The expenses will be\n\n2 paid at the time of finality.\n\n3 Anything further, folks?\n\n4 MR. SHI: Yes, your Honor. You said that the first\n\n5 half would be paid when the final settlement, the revised\n\n6 settlement documents are filed.\n\n7 THE COURT: When they become final.\n\n8 MR. SHI: When it becomes final. Okay.\n\n9 THE COURT: Yes.\n\n10 MR. SHI: And then the expenses, is that what the\n\n11 first payment\u2014\u2014\n\n12 THE COURT: Finality would be I guess 30 days out.\n\n13 MR. SHI: Yes, yes.\n\n14 THE COURT: And the expenses would be paid at the same\n\n15 time. You get 50 percent plus expenses and then the balance at\n\n16 the time of the distribution.\n\n17 MR. SHI: Judge, I think one thing that I would like\n\n18 to say is that there were over 12,000 claims filed, but not\n\n19 every claim filed is a valid\u2014\u2014\n\n20 THE COURT: I understand.\n\n21 MR. SHI: \u2014\u2014is a valid claim.\n\n22 THE COURT: I understand. Some of the claimants are\n\n23 investment companies that have an aggregate of claims, and some\n\n24 people will get something and other people will get very\n\n25 little. I understand that.\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-10658-AKH Document 135 Filed 12/17/24 Page 29 of 29 29\n OCA1MILC\n\n1 MR. SHI: Okay. And then lastly, we also requested\n\n2 $3,000 each for the lead plaintiff\u2014\u2014\n\n3 THE COURT: That is denied because the lead plaintiff\n\n4 has not done very much of anything. There were no depositions,\n\n5 there were no interrogatories addressed to them. And given the\n\n6 nature of these claims, this is very little input that they\n\n7 have to make. They're stockholders, and they agreed to put up\n\n8 their names and their stock in order to have an action, but\n\n9 they can be rewarded like everyone else.\n\n10 MR. SHI: Understood.\n\n11 THE COURT: Thank you.\n\n12 MR. SHI: Thank you.\n\n13 THE COURT: All right. We're dismissed.\n\n14 MR. CHAPMAN: Thank you, your Honor.\n\n15 MR. CROUGH: Thank you, your Honor.\n\n16 THE COURT: So I'll see you again, or not, depending\n\n17 on whether you come to an agreement. I suspect there will be\n\n18 an agreement, right, Mr. Chapman?\n\n19 MR. CHAPMAN: Yes.\n\n20 o0o\n\n21\n\n22\n\n23\n\n24\n\n25\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f","ocr_status":1,"date_upload":"2026-06-24T04:36:03.298423-07:00","document_number":"135","attachment_number":null,"pacer_doc_id":"127036669101","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Transcript","acms_document_guid":""}],"date_created":"2024-12-17T15:07:23.348890-08:00","date_modified":"2025-01-09T01:30:28.115481-08:00","date_filed":"2024-12-17","time_filed":"18:00:07","entry_number":135,"recap_sequence_number":"2024-12-17.004","pacer_sequence_number":504,"description":"TRANSCRIPT of Proceedings re: CONFERENCE held on 12/10/2024 before Judge Alvin K. Hellerstein. Court Reporter/Transcriber: Khristine Sellin, (212) 805-0300. Transcript may be viewed at the court public terminal or purchased through the Court Reporter/Transcriber before the deadline for Release of Transcript Restriction. After that date it may be obtained through PACER. Redaction Request due 1/7/2025. Redacted Transcript Deadline set for 1/17/2025. Release of Transcript Restriction set for 3/17/2025..(McGuirk, Kelly) (Entered: 12/17/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/411354411/","id":411354411,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/66664665/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/424377716/","id":424377716,"tags":[],"absolute_url":"/docket/66664665/136/fung-v-sunlight-financial-holdings-inc/","date_created":"2024-12-17T15:07:23.184155-08:00","date_modified":"2025-01-09T01:30:28.149596-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"136","attachment_number":null,"pacer_doc_id":"127036669109","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of Filing Transcript","acms_document_guid":""}],"date_created":"2024-12-17T15:07:23.165473-08:00","date_modified":"2025-01-09T01:30:28.140268-08:00","date_filed":"2024-12-17","time_filed":"18:01:14","entry_number":136,"recap_sequence_number":"2024-12-17.005","pacer_sequence_number":506,"description":"NOTICE OF FILING OF OFFICIAL TRANSCRIPT Notice is hereby given that an official transcript of a CONFERENCE proceeding held on 12/10/2024 has been filed by the court reporter/transcriber in the above-captioned matter. The parties have seven (7) calendar days to file with the court a Notice of Intent to Request Redaction of this transcript. If no such Notice is filed, the transcript may be made remotely electronically available to the public without redaction after 90 calendar days....(McGuirk, Kelly) (Entered: 12/17/2024)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=66664665&page_size=40"}