1st BATCH OF FILES AVAILABLE NOW!

Here's a messy one with lots of tangled webs. "A group of individual investors from California," Laurence Midler, David Comden, Tina Comden and Pamela Hellenbrand, filed a lawsuit against Ninkasi Holding Co and its biz partners "for alleged misrepresentations" of the entity Great Frontier, seeking a total of $3 mil, Portland Business Journal (PBJ) and KGW News reported late last wk. Complaint was filed in Multnomah County Circuit Court, naming Ninkasi, co-founder/CEO Nikos Ridge and Wings & Arrow CEO Joshua Landan (former Saint Archer owner that sold to MC). Recall, Wings & Arrow and Ninkasi originally formed Great Frontier Holdings in Jun 2023. The entity was originally set up to be run by Josh Landan as CEO while Ninkasi founders Nikos and Jamie Floyd maintained leadership roles. Back then, CBN wrote that merger was likely an equity roll-up. But turns out that "there was no actual merger," that Great Frontier is "merely an assumed business name of Ninkasi," that Wings & Arrow never had any ownership in the new entity, and so investors were only buying into Wings & Arrow entity "that was and is practically worthless," plaintiffs say. So "the equity raise marketed as an opportunity arising from a combination of Wings and Arrow and Ninkasi was nothing more than a disguised capital raise for Ninkasi," and presentations to investors intentionally disguised this, they contend. Investors ended up with stake in W&A, but "never received genuine equity in Great Frontier," added Portland Biz Journal.A Tangled Web of Ownership Across Entities Wings & Arrow allegedly owed $1 mil to Ninkasi as its contract producer before Great Frontier was formed, according to the lawsuit. And Ninkasi "needed capital" after its previous roll-up platform, Legacy, folded and founders Nikos and Jamie bought back majority stake in Ninkasi/Laurelwood from EPR Properties, while Laurelwood and Ninkasi amicably split off from there. So Great Frontier was a way for the two cos to square up. Meanwhile, Wings & Arrow separately took on rights to another San Diego co, Modern Times, that went bankrupt, was acquired by Maui Brewing, then sold off to Wings & Arrow as it shifted production to AleSmith. Meanwhile, Great Frontier has continued to build its portfolio thru additions of Ecliptic, Incline Cider and most recently San Juan Hard Seltzer, tho San Juan (at least) still independently owned. Notably, partnership with Incline had its own set of legal controversies, as former contract producer (via alternating proprietorship) Schilling Cider sued Incline and was granted preliminary injunction to block co from using recipes it devised for Incline's brands. Tho Incline sales remain up strong double digits in tracked off-prem channels."Ill-Conceived and Spurious Shakedown," Sez Nikos; W&A "Decided to Forgo the Merger"; Ninkasi Has No "Exposure" to Lawsuit While "Ninkasi agreed to a warrant whereby Wings and Arrow could buy into Great Frontier at a pre-determined valuation," per PBJ, Ninkasi "fulfilled our obligations under the warrant when Wings and Arrow decided to forgo the merger we had contemplated," Nikos told paper. Great Frontier still manufactures W&A products and runs sales for the portfolio in the PacNW. Yet "we don't believe we have any exposure in the lawsuit related to W&A investors," as "everyone was utilizing experienced legal representation in their respective capacities while there were merger discussions going on," he went on. "We imagine this will be thrown out of court in short order," as "the whole thing seems like an ill-conceived and spurious shakedown," Nikos stated. Notably, the plaintiffs all first were pitched by Josh Landan on his own at the Buena Ventura Club in Ventura, CA, legal docs show.

Investors Seek $3 Mil from Ninkasi, Wings & Arrow for "Alleged Misrepresentation," Claim W&A "Practically Worthless"

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