Exhibit 9: Sunlight Response to Wax's Settlement Objection — Wax v. Cross River (D.N.J.)

Record facts

U.S. District Court for the District of New Jersey · No. 2:24-cv-09510-ES-JRA · Doc. 39-11 · 2025-07-25 · Docket on CourtListener

Full text

EXHIBIT 9 
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UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 
 
 
MATTHEW MILLUNCHICK and MIKE 
MARGENT, Individually and on Behalf of All 
Others Similarly Situated, 
 
 
 
 
Plaintiffs,
 
 
 
v.
 
 
SUNLIGHT FINANCIAL HOLDINGS INC.  
f/k/a SPARTAN ACQUISITION CORP. II,  
MATTHEW POTERE, BARRY EDINBURG, 
RODNEY YODER, GEOFFREY STRONG, 
JAMES CROSSEN, OLIVIA WASSENAAR, 
WILSON HANDLER, CHRISTINE HOMMES, 
JOSEPH ROMEO, and SPARTAN 
ACQUISITION SPONSOR II, LLC, 
 
 
 
Defendants. 
 
 
Case No.: 1:22-cv-10658-AKH 
 
 
 
SUNLIGHT DEFENDANTS’ RESPONSE TO MITCHELL WAX’S OBJECTION TO 
PROPOSED SETTLEMENT 
 
 
 
 
 
 
 
 
 
 
McGuireWoods LLP 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1251 Avenue of the Americas 
 
 
 
 
 
 
 
 
20th Floor 
 
 
 
 
 
 
 
 
New York, NY 10020 
 
 
 
 
 
 
 
 
Telephone: (212) 548-2100 
 
 
 
 
 
 
 
 
Facsimile: (212) 548-2150 
 
Attorneys for Defendants Sunlight 
Financial Holdings, Inc., f/k/a 
Spartan Acquisition Corp. II, 
Matthew Potere, Barry Edinburg, 
and Rodney Yoder 
 
 
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Defendants Sunlight Financial Holdings, Inc. f/k/a Spartan Acquisition Corp. II 
(“Sunlight”), Matthew Potere, Barry Edinburg, and Rodney Yoder (together, the “Sunlight 
Defendants”), by undersigned counsel, respectfully submit the following in response to the 
Objection to Proposed Settlement (ECF No. 121, the “Objection”) filed by Mitchell Wax 
(“Objector”) and in further support of the Motion for Final Approval of the Class Action 
Settlement (ECF No. 116, the “Settlement”). 
PRELIMINARY STATEMENT 
Six weeks after this Court preliminarily approved the settlement of this action, Objector 
filed in the District of New Jersey a putative securities class action on behalf of Sunlight 
shareholders against Cross River Bank (“CRB”), a shareholder and banking partner of Sunlight 
who is not a party in this action.  Objector alleges that CRB participated in a scheme with Sunlight 
to conceal from Sunlight investors the risks posed by Sunlight’s credit advances to contractors—
the same risks that Plaintiffs in this action allege Sunlight and the other Defendants did not 
adequately disclose to those same investors.  For two reasons, the Court should deny the 
Objection’s request to carve out the claims against CRB from the Settlement’s release of claims 
against Sunlight shareholders (such as CRB), and it should enter without modification the 
Settlement and Proposed Order and Final Judgment (ECF No. 107-6).  First, modifying the release 
to exclude the subsequently filed claims against CRB—which encompass the allegations, class 
period, and proposed class raised in this suit—would deprive Sunlight (which owes 
indemnification obligations to CRB) of the benefit of the resolution that it negotiated with 
Plaintiffs.  Second, to the extent the Objection seeks a ruling that the Settlement’s general release 
language does not apply to CRB in a subsequently filed lawsuit in another District, the Objection 
should be denied because it seeks an advisory opinion. 
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FACTUAL AND PROCEDURAL BACKGROUND 
  As the Court is aware, the instant class action was filed on December 16, 2022.  See ECF 
No. 1.  After public notice of the lawsuit, multiple firms moved to be appointed as lead counsel. 
Matthew Millunchick was appointed lead plaintiff, and the Court approved his selection of The 
Rosen Law Firm as lead counsel.  See ECF Nos. 8-28.  There were then multiple amendments to 
the complaint, with the current Operative Second Amended Complaint filed on October 24, 2023. 
See ECF No. 73.  Neither the Objector nor his counsel participated in any of these proceedings, 
and the Court-appointed lead Plaintiffs did not pursue claims against CRB. 
The Second Amended Complaint asserted claims under Sections 10(b), 14(a), and 20(a) of 
the Securities Exchange Act of 1934, centered on allegations that Defendants misrepresented 
Sunlight’s risk controls relating to its cash advance program to contractors.  Id., at ¶ 2.  Specifically, 
the Second Amended Complaint alleges that Sunlight advanced money that it received from its 
“network of capital providers,” including “banks, credit unions, insurance companies, and pension 
funds,” to uncreditworthy solar contractors Pink Energy (“Pink”) and Vision Solar.  Id., at ¶¶ 23, 
32, 43.  The Second Amended Complaint alleges that these misrepresentations were revealed when 
Pink went insolvent and defaulted on its advances in September 2022.  Id., at ¶ 2. 
On October 30, 2023, Sunlight and certain of its affiliates filed voluntary petitions for relief 
under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of 
Delaware.  See In re Sunlight Financial Holdings Inc., et al., Case No. 23-11794 (MFW) (Bankr. 
D. Del.).  On December 5, 2023, the Bankruptcy Court approved Sunlight’s Chapter 11 plan of 
reorganization, which was effective as of December 6, 2023.  See id. at ECF Nos. 201, 203.  
Relevant to the Objection, CRB, one of the banks utilizing Sunlight’s lending platform, reduced 
the debt that Sunlight owed it and in return obtained partial ownership of Sunlight when it emerged 
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from bankruptcy.  CRB is currently—and was at the time of the mediation and settlement of this 
action—a minority shareholder in Sunlight and holds two of the five seats on Sunlight’s Board of 
Directors.   
After Sunlight emerged from bankruptcy (as a nominal defendant in this action), all 
defendants moved to dismiss the Second Amended Complaint.  See ECF Nos. 78-84.  While those 
motions to dismiss were pending, the parties to this action engaged in mediation with the aid of 
Robert A. Meyer, Esq., an experienced JAMS mediator.  The parties were able to reach an 
agreement to settle, and informed the Court of the settlement in principle on April 29, 2024.  See 
ECF No. 95.  On July 15, 2024, plaintiffs filed the Settlement Agreement, with exhibits, and the 
Motion for Preliminary Approval of the Settlements.  See ECF Nos. 107-108.  After obtaining 
further guidance from the Court during the Preliminary Settlement Approval Hearing on July 25, 
2024, the parties resubmitted certain of the settlement documents on August 8, 2024, including a 
revised Proposed Preliminary Approval Order and revised Stipulation of Settlement (the 
“Settlement Stipulation”).  See ECF No. 113.  On August 15, 2024, the Court entered the Order 
Granting Plaintiffs’ Motion for Preliminary Approval of Class Action Settlement.  See ECF No. 
114 (the “Preliminary Approval Order”).  The Preliminary Approval Order defined the class as 
“all persons and entities who: (a) purchased the publicly traded common stock of Sunlight between 
January 25, 2021 and September 28, 2022, both dates inclusive, and/or (b) beneficially owned 
and/or held the common stock of Spartan Acquisition Corp. II (Spartan) as of June 1, 2021 and 
were eligible to vote at Spartan’s July 8, 2021 special meeting.”  See ECF No. 114 at 2.   
On September 27, 2024, nearly six weeks after the Preliminary Approval Order was 
entered, Objector filed the action styled as Wax v. Cross River Bank, No. 2:24-cv-09510 (D. N.J.) 
(the “Wax Action”) in the District of New Jersey that is the subject of the Objection.  The Wax 
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Action brings claims strikingly similar to those at issue here against CRB as the sole defendant, 
but names Sunlight as a “relevant non-party.”  See Wax Action, ECF No. 1 (“Wax Complaint”), at 
10, ¶ 29.  Indeed, the gravamen of the Wax Complaint is that Sunlight and CRB “engaged in a plan 
or scheme that, to the extreme detriment of Sunlight investors, enabled Sunlight to originate and 
conceal from its investors a large pool of loans to unscrupulous solar panel installers of dubious 
credit quality . . . .”  Wax Complaint at 1-2, ¶ 1.  On November 19, 2024, Objector served the 
Objection, in accordance with the Preliminary Approval Order, and filed it on the docket on 
November 21, 2024.  No other objections to the Settlement were received, and no class members, 
including Wax, elected to opt-out of the Settlement. 
The Objection asks the Court to (improperly) determine that the release provisions of the 
Settlement should not apply to the Wax Action or to CRB for two reasons.  First, Objector argues 
that the definition of “Settlement Class Claims” included in the Settlement “may be read to include 
[the claims that he has asserted against] CRB” and should not because the claims do not arise out 
of an “identical factual predicate.”  See Objection at 5, ¶ 12.  And second, Objector claims that the 
Settlement’s definition of “Released Defendant Parties” is “overbroad in that it encompasses all 
shareholders of Sunlight including CRB.”  See Objection at 7, ¶ 17.  Neither basis for the Objection 
has any merit, and the Court should deny the Objection in its entirety and enter the Proposed Order 
and Final Judgment as drafted and without modification at the upcoming December 10, 2024 
Settlement Fairness Hearing.1 
ARGUMENT 
I. 
The Wax Action is Properly Included in the Definition of Settlement Class Claims. 
The Objection’s argument that the Settlement’s definition of Settlement Class Claims does 
 
1 As defined in the Preliminary Approval Order. 
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not encompass the claims against CRB because they do not arise from an “identical factual 
predicate” fails both legally and factually.  See Objection at 5, ¶ 12.  Legally, while the Objection 
correctly recognizes that “[a] class action release may release claims not presented or claims that 
could not have been prevented only when ‘the released conduct arises out of the identical factual 
predicate as the settled conduct,’” it reads this standard as far more restrictive than how it is 
routinely applied.  See Objection at 5-6, ¶ 13 (citing Melito v. Experian Mktg. Sols., 923 F.3d 85, 
95 (2d Cir. 2019)).   
For example, the Second Circuit has explained that the identical factual predicate rule is 
rather broad, noting that a settlement can release claims that may be founded on a different legal 
theory that arose from the same set of facts.  See TBK Partners, Ltd. v. W. Union Corp., 675 F.2d 
456, 460 (2d Cir. 1982), citing National Super Spuds, Inc. v. New York Mercantile Exchange, 660 
F.2d 9, 18 n.7 (2d Cir. 1981).  And contrary to the narrow interpretation espoused by the Objection, 
the identical factual predicate test simply requires a common nucleus of operative fact—which 
clearly exists here between the allegations in this action and in the Wax Complaint.  See 6 Newberg 
and Rubenstein on Class Actions § 18.19 (noting that “courts have generally” interpreted the 
“identical factual predicate” test as “requir[ing] only ‘a common nucleus of operative fact’”); see 
also In re Blue Cross Blue Shield Antitrust Litig. MDL, 85 F.4th 1070, 1090 (11th Cir. 2023) 
(holding that “[u]nder the identical-factual-predicate doctrine, a settlement agreement may release 
claims that share a common nucleus of operative fact with the claims in the underlying litigation” 
and observing that approved class action settlements “releasing claims in any way related to the 
factual predicate of the underlying litigation”) (quotation omitted).  Thus, “in order to achieve a 
comprehensive settlement that would prevent relitigation of settled questions at the core of a class 
action, a court may permit the release of a claim based on the identical factual predicate as that 
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underlying the claims in the settled class action even though the claim was not presented and might 
not have been presentable in the class action.”  TBK Partners, 675 F.2d at 460. 2  
 
Factually, the Objection’s assertion that “[t]he claims alleged in the Wax Action do not 
share an ‘identical factual predicate’ with the claims alleged in the instant action” is belied by the 
face of the pleadings themselves.  For instance, paragraph 45 of the Wax Complaint alleges:  
Between January 25, 2021 and October 31, 2023, CRB knowingly (at a minimum, 
extremely recklessly) engaged in a scheme to deceive Sunlight investors which 
artificially inflated the price of Sunlight stock and operated as a fraud or deceit on 
purchasers of Sunlight stock.  Specifically, CRB knowingly facilitated loans to 
disreputable solar contractors of dubious credit quality, as well as the build-up 
of an enormous Backbook of high-risk Indirect Channel Loans Defendant 
warehoused for Sunlight on CRB’s balance sheet but for which Sunlight retained 
the risk of loss. 
 
Wax Complaint at 15, ¶ 45 (emphasis added).  The Wax Complaint further alleges:  
Pursuant to the scheme described herein, CRB, as Sunlight’s Bank Partner, 
knowingly granted ever-increasing amounts of credit to Sunlight and its 
contractors (including Vision Solar and Pink), repeatedly lifted its loan caps, and 
waived defaults under its agreements with Sunlight, all with knowledge that such 
defaults and Sunlight’s unsustainable debt load were being concealed from 
Sunlight’s investors. CRB engaged in these inherently fraudulent transactions for 
no legitimate purpose other than to enrich itself with substantial fees as a lender, as 
well as the fee Sunlight was obligated to pay to CRB based on loan volume. 
 
Wax Complaint at 16, ¶ 48 (emphasis added). 
 
However, these factual allegations were already asserted in the Second Amended 
Complaint here.  Specifically, the “Nature of the Action,” identified a common factual premise:  
Sunlight operated a digital home solar panel financing platform that, among other 
things, offered cash advances to contractors. Sunlight told investors that it had 
stringent processes in place to vet and monitor the contractors to whom it gave 
advances. In actuality, starting in 2019, Sunlight substantially loosened its credit 
 
2  That the Wax Complaint purports to bring claims beyond the class period here and allegedly 
broader in scope does not mean that it does not arise from the same factual predicate.  See Moulton 
v. U.S. Steel Corp., 581 F.3d 344, 349 (6th Cir. 2009) (“The question is not whether the definition 
of the claim in the complaint and the definition of the claim in the release overlap perfectly; it is 
whether the released claims share a ‘factual predicate’ with ‘the claims pled in the complaint.”’). 
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standards and removed guardrails that had controlled risks and losses stemming 
from its cash advance program. Nevertheless, Sunlight kept touting its supposedly 
rigorous due diligence and monitoring process and claiming that the cash advance 
program posed minimal risk for Sunlight, even as it was pumping more and more 
cash into two of the worst solar contractors in the industry – Pink Energy and 
Vision Solar. 
 
ECF No. 73 at 2, ¶ 2 (emphasis added).   
Because the Wax Action alleges conduct arising out of the same factual predicate as this 
action—namely, that Sunlight investors were deceived beginning in 2021 by a fraudulent scheme 
of concealment of a large pool of loans to unscrupulous solar panel installers—it could have (and 
should have) been consolidated with this action had it been timely filed.  Indeed, considering that 
the proposed class period in the Wax Action ended in October 2023 (see Objection at 3, ¶ 3), at 
the same time the Second Amended Complaint was filed in this action, it does not appear that there 
was any legitimate reason for Objector to wait to file the Wax Complaint until over one month 
after the Preliminary Approval Order and five months after the parties notified the Court of their 
settlement in principle.  Certainly, the Objection offers none, and given the overlapping factual 
allegations—and the fact that Objector did not name any of the Sunlight Defendants in his suit 
against CRB, despite claiming that Sunlight was part of the “scheme” to deceive Sunlight 
stockholders—it seems highly improbable that Objector and his counsel were unaware of this 
action when they filed the Wax Complaint. 
“Rule 42(a) of the Federal Rules of Civil Procedure empowers a trial judge to consolidate 
actions . . . when there are common questions of law or fact to avoid unnecessary costs or delay.”  
See Pinkowitz v. Elan Corp., PLC, No. 02-cv-4948 (WK), 2002 WL 1822118, at *2 (S.D.N.Y. 
July 29, 2002).  However, “Rule 42 [does not] demand[] that actions be identical before they may 
be consolidated.”  Id., at *3.  This is particularly true in fraud securities class actions, where 
“consolidation is common.”  See id. (explaining that consolidation of various class action 
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litigations was proper because “[e]ach of the class actions here is predicated on the defendants’ 
purported misstatements and omissions (which allegedly resulted in inflated earnings and revenue) 
and the effect of such conduct on the price of Elan's stock when the conduct came to light” and 
that of the “similar allegations in each of the complaints” and “common questions of fact”). 
Under this standard, the Wax Complaint clearly would have lent itself to consolidation 
here, as it relies on the same set of underlying facts and asserts a class period that entirely 
encompasses the class period in this action.  See Wax Complaint at 1, ¶ 1 (defining class period as 
between January 25, 2021 and October 31, 2023, inclusive; Second Amended Complaint at 2, ¶ 1 
(defining class period as between January 25, 2021 and September 28, 2022, both dates inclusive).     
The Objection is also self-defeating in pointing to McCants, et al. v. Strong, et al., C.A. 
No. 2023-0694-PAF (Del. Ch.), a class action pending in the Delaware Court of Chancery that was 
excluded from the Settlement.  See Objection at 16, ¶ 16.  The Objection argues that because 
McCants was specifically carved-out from the scope of released claims in the Settlement, the later 
filed Wax Action should be as well.  Not so.  First, as noted above, had the Wax Complaint been 
filed at the same time as the McCants action—prior to mediation, settlement negotiations, and the 
Preliminary Approval Order—it would have been subject to consolidation with this action.  
Second, McCants was filed well before the mediation here, and the parties to this Settlement agreed 
to payment terms that reflected the fact the McCants suit would remain outstanding.  Objector, by 
contrast, filed a suit after Defendants agreed to pay the settlement amount, and he now seeks to 
deprive Defendants of the benefit of that bargain by carving out these new claims from the scope 
of the release they negotiated.   
It is therefore quite presumptuous, and incorrect, for Objector to assume that the Wax 
Complaint would have been excluded from the Settlement had that complaint been timely filed.  
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But regardless, because it was not, and because it arises from the same set of facts as those subject 
to the Settlement, the claims at issue in the Wax Action are properly included in the definition of 
Settlement Class Claims.  Indeed, Objector is attempting the exact end-run around the Settlement 
that Defendants negotiated to avoid:  recovery by the same plaintiffs, on the same facts, and in a 
way that may result in more liability to Sunlight. 
II. 
CRB is Properly Included in the Definition of Released Defendant Parties. 
The Objection’s assertion that the Settlement’s definition of Released Defendant Parties is 
overbroad insofar as it may include CRB as a “shareholder,” Objection at 7, ¶ 17, similarly fails.  
The Settlement Stipulation defines Released Defendant Parties in relevant part as: 
Defendants, Defendants’ Counsel, and each of their respective past, present, or 
future direct or indirect subsidiaries, parents, affiliates, principals, joint ventures, 
joint ventures [sic], any other corporate entities, successors and predecessors, 
assigns, officers, directors, shareholders, controlling shareholders, members, 
trustees, partners, agents, fiduciaries, contractors, employees, attorneys, insurers 
and reinsurers, auditors, financial advisors, investment banks, underwritings, 
investors, accountants, . . . . 
 
ECF No. 113-4 at 9-10.  The Objection cites no legal authority to support its claim that the 
definition is “overboard.”  This definition, and that of the Settlement Class Claims, and the scope 
of the Settlement’s releases, are standard in the class action settlement context, including in 
settlements approved by this Court.  See, e.g., Amended Stipulation of Settlement, ECF No. 274 
at 5-6, In re Pareteum Secs. Litig., No. 19-cv-9796 (AKH) (S.D.N.Y. Dec. 16, 2022) (including 
“shareholders” and “investors (however denominated)” in the definition of “Released Defendant’s 
Parties” of an approved class action settlement); Stipulation and Agreement and Settlement, ECF 
No. 180 at 9, In re Greensky Secs. Litig., No. 18-cv-11071 (AKH) (May 24, 2021) (including 
“stockholders” in the definition of “Released Defendants” of an approved class action settlement). 
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Moreover, as is standard, the Settlement Amount (as defined in the Settlement Stipulation) 
and the terms of the Settlement, were bargained for by all parties in order to achieve global peace 
regarding the claims at issue, including both known and unknown claims and claims that could 
have been, but were not, asserted in this action.  See ECF No. 113-4 at 12-13 (definition of 
Settlement Class Claims in the Settlement Stipulation).  In agreeing to fund the Settlement, 
Sunlight sought complete peace for itself and its shareholders, including CRB, regarding the 
underlying allegations.  See ECF No. 113-4 at 9-10 (definition of Released Defendant Parties in 
the Settlement Stipulation).  This protection is standard in the class action settlement context and 
was bargained for during the negotiation of the Settlement Stipulation, when undersigned counsel 
specifically negotiated for the definition of Released Defendant Parties to include entities such as 
shareholders.3  Indeed, as a shareholder of and a lender to Sunlight, CRB is owed indemnification 
obligations by Sunlight which would render this Settlement ineffective if CRB (and other post-
bankruptcy shareholders) were not included as a Released Defendant Party.  And as a shareholder 
with representatives on Sunlight’s Board of Directors, CRB not only played a role in negotiating 
the Settlement, but in approving it as well. 
Further, this lawsuit and the Wax Action share the same theory of damages such that, in 
conjunction with Sunlight’s indemnification obligations to CRB, Objector and the class he 
purports to represent are seeking a double-recovery for the same loss from Sunlight.  Specifically, 
 
3 The Objection also fails when it argues that the claims against CRB should not be released 
because CRB “did not . . . contribute monies to the Settlement.”  Objection at 8, ¶ 20; see, e.g., 
Pantelyat v. Bank of Am., N.A., No. 16-cv-8964 (AJN); 2019 WL 402854, at *5 (S.D.N.Y. Jan. 31, 
2019) (explaining that “there is nothing unusual about releasing a third party in a class action 
settlement” even where such party did not provide consideration); Klein v. O’Neal, Inc., 705 F. 
Supp. 2d. 632, 666-67 (N.D. Tex. 2010) (“That [third parties] have not contributed to the proposed 
settlement does not preclude the court from approving an agreement that releases them, provided 
the settlement is fair, reasonable, and adequate to the class as a whole.”). 
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the Second Amended Complaint alleges that Sunlight stockholders were damaged when Sunlight’s 
stock price fell by $1.44 per share on September 29, 2022, ECF No. 73 at ¶¶ 103, 214, and the 
Wax Action similarly claims a “corrective” disclosure on September 28, 2022 causing the exact 
same $1.44 stock price drop on September 29, 2022.  See Wax Complaint at 16, ¶ 49.4 
 
The Settlement Stipulation’s (standard) definition of Released Defendant Parties therefore 
not only specifically contemplated the inclusion of shareholders and investors such as CRB, but 
also is an integral term of the Settlement, and a key reason why the parties to this action were able 
to reach an agreement to resolve the claims at issue and in which all class members (including 
Objector by choosing not to opt out) elected to participate.  This requirement of global peace is 
exactly why class action settlements, and settlements generally, release parties beyond the named 
defendants to a litigation.  The Objection’s impermissibly narrow interpretation of the parties who 
should be released in such settlement would greatly restrict the ability for class claims to be 
resolved by mutual agreement.  Simply put, the Settlement that was bargained for and purchased 
by the Sunlight Defendants (including its shareholders) properly includes the protection of a 
release for its shareholders such as CRB, and without this release and the definition of Released 
Defendant Parties that is currently included in the Settlement Stipulation, a settlement would not 
have been reached on these terms.5 
 
4 The Wax Action does allege additional “corrective” disclosures and related stock price drops, but 
the total size of these stock drops ($0.60) is much smaller than the stock price drop on September 
29, 2022 ($1.44) for which Objector and his counsel are attempting to obtain a double-recovery.  
Compare Wax Complaint ¶ 11 with id. ¶¶ 12, 13, 17, 18, 22.   
 
5 As explained more fully below, should the Court be inclined to alter the terms of the Settlement 
and its releases, the Sunlight Defendants would likely exercise its right to terminate the Settlement, 
as it would no longer include all of the material terms that were bargained for and purchased.  
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III. 
The Objection Seeks an Improper Advisory Opinion from this Court. 
Finally, if the Court declines to rule that Objector’s claims against CRB are released in the 
Settlement, then the Court should approve the Settlement and Proposed Order and Final Judgment 
as drafted.  The Objection essentially asks the Court to determine that claims not before the Court 
against an entity not a party to this action (or before this Court, unlike Objector) and involved in a 
case in a different court are not included in the scope of releases included in the Settlement.  This 
is nothing more than a request that the Court enter an improper advisory opinion that is not ripe 
for review.  See U.S. v. Leon, 203 F.3d 162, 164 (2d Cir. 2000) (“[T]he exercise of federal 
jurisdiction under the Constitution ‘depends on the existence of a case or controversy, and a federal 
court lacks the power to render advisory opinions.’”) (quoting U.S. Nat’l Bank v. Indep. Ins. Agents 
of Am., Inc., 508 U.S. 439, 446 (1993)).  The Objection does not meet the standard for a ripe case 
or controversy for this Court to review.  Indeed, the Objection does not concede that the Objector’s 
claims against CRB fall within the scope of the release as drafted.  Instead, Objector hedges, and 
states only that the definition of Settlement Class Claims “may be read to include CRB” and the 
Wax Action; Objector proceeds to argue that such claims are not within the release, including on 
the ground that they do not arise from the same factual predicate as this case.  See Objection at 5, 
¶ 12.   
That is not a proper basis for objecting to this or any other settlement.  Objector has not 
objected to the fairness of the Settlement nor provided any other reason why the Court should not 
approve the Settlement as drafted.  Nor does Objector contend that it is facially overbroad to 
include “shareholders” within the scope of a release.  The time for Objector to opt out and ask to 
be excluded from the Settlement has come and gone.  Although Objector could have opted out of 
the proposed settlement in this action, he did not do so.  It is not proper for him to now object to 
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the proposed settlement simply because his counsel filed a separate action against a different party 
well after the proposed settlement in this action was filed and the Preliminary Approval Order was 
entered.   
More to the point, given that CRB is not a party to this action, it would be appropriate for 
this Court to conclude that the question of whether CRB and the Wax Complaint are included 
within the definitions of Released Defendant Parties and Settlement Class Claims is not ripe.  
While Objector has sought a ruling from the Court about whether his claims against CRB fall 
within the release—and Objector therefore could not be heard to complain if the Court decides the 
issue against him—the same cannot be said for CRB, who is not before this Court.  Such claims 
are also not before this Court and given that the motions for appointment of lead plaintiff in the 
Wax Action are not due until the day before this response is due, it is unclear what claims, if any, 
will even be included in the Wax Action or whether counsel that submitted the Objection will be 
authorized to speak for any proposed class.   Rather than opine about the application of claims 
pending in another District, a more appropriate course of action is to let the parties to the Wax 
Action and the court in the District of New Jersey determine whether the claims included in the 
Wax Complaint are subject to the releases included in the Settlement, after CRB and Objector have 
the opportunity to fully brief and argue those points (if that argument is even made as the Wax 
Action continues).  
As set forth above, the Court can: (1) state that CRB and the Wax Action are included in 
the definitions of Released Defendant Parties and Settlement Class Claims, or (2) simply approve 
the Settlement and enter the Proposed Order and Final Judgment as drafted.  The Sunlight 
Defendants respectfully submit that if the Court is not inclined to do the former, it should simply 
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do the latter, as any argument about the scope of the (commonplace) releases included in the 
Settlement is more appropriately made in the court where the Wax Action is pending.   
If the Court gives weight to the Objection and declines to approve the Settlement unless 
the claims against CRB are carved out, the Sunlight Defendants would no longer be receiving the 
benefits of the Settlement that they bargained for and funded, and they would likely seek to 
terminate the Settlement.  This would not only force the parties here to litigate against their will, 
but also deprive the absent class members of the benefit of the Settlement, all because of a belatedly 
filed litigation by an Objector who, had he wished to preserve his claims, could have and should 
have sought to be excluded from the Settlement.    
CONCLUSION 
For the foregoing reasons, the Court should deny the Objection and enter the Proposed 
Order and Final Judgment. 
Dated: New York, New York 
            December 3, 2024 
 
 
 
 
    MCGUIREWOODS LLP 
 
/s/ Jeffrey J. Chapman _____________                       
Jeffrey J. Chapman  
Aaron F. Jaroff  
1251 Avenue of the Americas, 20th Floor 
New York, NY 10020 
Tel: (212) 548-7060 
Fax: (212) 715-6277 
jchapman@mcguirewoods.com 
ajaroff@mcguirewoods.com 
Attorneys for Defendants Sunlight 
Financial Holdings Inc. F/K/A Spartan 
Acquisition Corp. II, Matthew Potere, 
Barry Edinburg, and Rodney Yoder  
 
 
 
To: 
All counsel of record (Via ECF) 
 
Objector’s counsel (Via email) 
 
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