Mark Smith
The Blogger has become aware of the extent of (some of) Steve Papermaster's debt.
The man has apparently been busy - between concocting patents and scamming middle eastern sovereigns - or so it seems.
And he's had some help according to the list of defendants:
Wonder if Alexander Vanderhey, Steve's former bestie is aware the extent of Steve's indebtedness?
Wonder what next?
Want to know more ... read the full writ belong or download here:
What to stay in touch - subscribe for free updates.
Got a story? Complete the form here.
Want more info - chat with our AI smart chatbot, bottom right hand corner.
Regards,
Full writ transcript here (excludes exhibits - download the full file to view):
Kell C. Mercer, Court Appointed Receiver for Nano Global Corp. and Steven G. Papermaster, Plaintiff,
v.
Steven G. Papermaster, Individually, Nano Cures International, Inc., Craft 1861 Global Holdings, Inc., Robert Aranda, Individually, Christopher Fitzgerald, Individually, and Crystal Buckner, Individually, Defendants.
§ § § § § § § § § § § § § § § §
IN THE DISTRICT COURT OF TRAVIS COUNTY, TEXAS _____ JUDICIAL DISTRICT PLAINTIFF’S ORIGINAL PETITION Plaintiff, Kell C. Mercer, Court Appointed Receiver for Nano Global Corp. and Steven G. Papermaster (the “Receiver” or the “Plaintiff”), files this Original Petition against Defendants, Steven G. Papermaster, Individually, Nano Cures International, Inc., Craft 1861 Global Holdings, Inc., Robert Aranda, Individually, Christopher Fitzgerald, Individually, and Crystal Buckner, Individually, and shows as follows: DISCOVERY LEVEL, PARTIES, JURISDICTION AND VENUE 1. Plaintiff intends for discovery to be conducted under Level 2 of Rule 190 of the Texas Rules of Civil Procedure. This action is not subject to the expedited-actions process in Texas Rule of Civil Procedure 169. 2. Plaintiff seeks non-monetary relief and monetary relief over $1,000,000 pursuant to Texas Rule of Civil Procedure 47(c)(5), and all the other relief to which Plaintiff deems himself entitled. 3. Receiver is the Court appointed receiver for Nano Global Corp. (“Nano Global”) 9/10/2024 12:38 PM Velva L. Price District Clerk Travis County D-1-GN-24-006135 Ruben Tamez D-1-GN-24-006135 98TH, DISTRICT COURT 2 pursuant to orders entered in the following cases: (A) Cause No. D-1-GN-21-002267, Leap of Ruleset, LLC & Race the Cresting Curl, LLC v. Nano Global Corp., in the 419th Judicial District of Travis County, Texas; (B) Cause No. D-1-GN-21-007154, Paul NG Investors, LLC v. Nano Global Corp., et al., in the 250th Judicial District of Travis County, Texas; and (C) Cause No. D-1-GN-23-000892, Chikina v. Nano Global Corp., in the 419th Judicial District of Travis County, Texas. Receiver is also the Court appointed receiver for Defendant Steven G. Papermaster, individually in Cause No. D-1-GN-20-000440, Leap of Ruleset, LLC & Race the Cresting Curl, LLC v. Papermaster, in the 53rd Judicial District of Travis County, Texas. These cases have been assigned to Judge Laurie Eiserloh pursuant to Local Rule 2.6. Collectively, these orders appointing the Receiver are referred to herein as the “Receivership Orders.” The Receivership Orders created receivership estates consisting of all of the non-exempt property of Nano Global and Steven G. Papermaster (the “Receivership Estate”). Nano Global has no exempt assets and all of its assets are property of the Receivership Estate. Papermaster, an individual, has exempt assets and nonexempt assets. The Receivership Estate includes only Papermaster’s non-exempt assets. Nano Global and Steven G. Papermaster have known unpaid debts in excess of Fifty-Eight Million Dollars ($58,000,000). 4. Defendant, Steven G. Papermaster (“Papermaster”), is an individual residing in Travis County, Texas. Defendant Papermaster may be served with citation at his place of residence at 96 Pascal Lane, Austin, Texas 78746, or wherever he may be found. 5. Defendant, Nano Cures International, Inc. (“Nano Cures Int’l”), is a Delaware 3 corporation, authorized to conduct business in the state of Texas, with its principal place of business located at 7000 Mopac Expy, Ste 200, Austin, Texas 78731. Defendant Nano Cures Int’l may be served with citation via its registered agent for service of process, National Registered Agents, Inc., 1999 Bryan Street, Suite 900, Dallas, Texas 75201-3136, or by serving Stephen Douty, its sole officially identified director, at 7000 Mopac Expy, Ste 200, Austin, Texas 78731, or wherever he may be found. 6. Defendant, Craft 1861 Global Holdings, Inc. (“Craft”), is a Canadian corporation, purportedly now a wholly owned subsidiary of Defendant Nano Cures Int’l. The Chief Executive Officer of Defendant Craft is Defendant Robert Aranda, 100 Sun Ave NE, Ste. 650, Albuquerque, New Mexico 87109. Defendant Craft maintains its principal place of business and home office at 100 Sun Ave NE, Ste. 650, Albuquerque, New Mexico, 87109. Defendant Craft has contracted with Defendant Nano Cures Int’l (a Texas resident), and the contract is performable in whole or in part within Texas. Additionally, as alleged in detail herein below, Defendant Craft has committed torts in whole or in part within Texas, including meeting with Defendant Papermaster in 2023 in Austin, Texas and Dallas, Texas. Defendant Craft may be served with citation by serving the Texas Secretary of State pursuant to TEX. CIV. PRAC. & REM. CODE §§ 17.042 and 17.044(b) because it has engaged in business in Texas but does not maintain a designated agent for service of process, and this suit arose out of its acts, conduct, and business within Texas. Upon receipt of the citation and petition, the Texas Secretary of State shall immediately mail a copy of such process to Defendant Craft at its home office by certified mail, return receipt requested, directed to “Craft 1861 Global Holdings, Inc., c/o Robert Aranda, Chief Executive Officer, 100 Sun Ave NE, Ste. 650, Albuquerque, New Mexico 87109. 7. Defendant, Robert Aranda (“Aranda”), is a New Mexico resident. Aranda 4 maintains his principal place of business or home office at 100 Sun Ave NE, Ste. 650, Albuquerque, New Mexico 87109. Defendant Aranda has contracted with Defendant Nano Cures Int’l (a Texas resident), and the contract is performable in whole or in part within Texas. Additionally, as alleged in detail herein below, Defendant Aranda has committed torts in whole or in part within Texas, including meeting with Defendant Papermaster in 2023 in Austin, Texas and Dallas, Texas. Defendant Aranda may be served with citation by serving the Texas Secretary of State pursuant to TEX. CIV. PRAC. & REM. CODE §§ 17.042 and 17.044(b) because he has engaged in business in Texas but does not maintain a designated agent for service of process, and this suit arose out of its acts, conduct, and business within Texas. Upon receipt of the citation and petition, the Texas Secretary of State shall immediately mail a copy of such process to Defendant Aranda at his home office by certified mail, return receipt requested, directed to “Robert Aranda, 100 Sun Ave NE, Ste. 650, Albuquerque, New Mexico 87109.” 8. Defendant, Christopher Fitzgerald (“Fitzgerald”), is a New Mexico resident. Fitzgerald maintains his principal place of business or home office at 100 Sun Ave NE, Ste. 650, Albuquerque, New Mexico 87109. Defendant Fitzgerald has contracted with Defendant Nano Cures Int’l (a Texas resident), and the contract is performable in whole or in part within Texas. Additionally, as alleged in detail herein below, Defendant Fitzgerald has committed torts in whole or in part within Texas. Defendant Fitzgerald may be served with citation by serving the Texas Secretary of State pursuant to TEX. CIV. PRAC. & REM. CODE §§ 17.042 and 17.044(b) because he has engaged in business in Texas but does not maintain a designated agent for service of process, and this suit arose out of its acts, conduct, and business within Texas. Upon receipt of the citation and petition, the Texas Secretary of State shall immediately mail a copy of such process to Defendant Aranda at his home office by certified mail, return receipt requested, directed to 5 “Christopher Fitzgerald, 100 Sun Ave NE, Ste. 650, Albuquerque, New Mexico 87109.” 9. Defendant, Crystal Buckner (“Buckner”), is an individual residing in Travis County, Texas. Buckner may be served with citation at her principal place of business at 7000 Mopac Expy, Ste 200, Austin, Texas 78731, or wherever she may be found. 10. This Court has jurisdiction over this matter in that the amount in controversy exceeds the jurisdictional minimum of this court, exclusive of costs and interest. 11. Venue is proper in Travis County, Texas, pursuant to Civil Practice and Remedies Code § 15.002(a)(1), the county in which all or a substantial part of the events or omissions giving rise to the claim occurred. BACKGROUND FACTS 12. Paragraphs 1-11 are incorporated by reference herein. 13. Defendant Papermaster holds himself out to investors as having more than 40 years of experience as an entrepreneur, investor, public policy expert, global speaker, and noted author. At this time Defendant Papermaster faces millions of dollars in unpaid judgments and pending commercial litigation claims. Nano Global, a company founded by Defendant Papermaster, also faces millions of dollars in unpaid judgments and pending commercial litigation claims. As noted above, Receiver has been appointed to administer all of Defendant Papermaster’s non-exempt property and the property of Nano Global. Defendant Papermaster, however, has not turned over all such non-exempt property to the Receiver and, instead, has engaged —with the aid and support of the other conspiring co-Defendants— in a scheme to convert, divert, and fraudulently transfer his own non-exempt opportunities and property as well as the property and opportunities of Nano Global, all of which constitute assets and property of the Receivership Estate, for his own benefit and the benefit of his conspiring co-Defendants. Meanwhile, Defendant Papermaster has lied to 6 and deceived the Receiver (including under oath), and has hidden and concealed assets and opportunities that should be available to pay the claims of his creditors and the creditors of Nano Global. 14. Nano Global is a Delaware corporation formed by Defendant Papermaster in 2014. For many years, until sometime in 2021, Defendant Papermaster utilized Nano Global as the subject of his promotional efforts, successfully seeking investments through convertible promissory notes in excess of $58,000,000. Papermaster touted “nano” as holding valuable foreign and domestic patents, trademarks, and other intellectual property that could disrupt and improve the global healthcare industry. In promotional materials to lure investors and lenders to Nano Global, Defendant Papermaster touted his relationships and experience and an existing ‘partner pipeline” that would lead to Nano Global entering the US and international healthcare markets in 2020, addressing ailments such as reproduction challenges, asthma, diabetes, cardiac disease, kidney disease. At the heart of this were Papermaster’s alleged relationships and business opportunities coupled with nano’s IP portfolio in foundational areas such as detection, analytics, intervention, and curative delivery systems. 15. Unfortunately, while Papermaster was still touting, promoting, and accepting advances from convertible noteholders, Nano Global was insolvent and had been unable to access the markets as promoted by Papermaster. Papermaster concealed the truth of Nano Global Corp’s immediate prospects and insolvency from its investors and lenders. In May of 2020, facing mounting debt obligations, Defendant Papermaster notified the investors and noteholders that Nano Global was going to attempt to restructure. That restructuring never occurred, and investors and creditors began filing suit and taking judgments against Papermaster and Nano Global. In January of 2022, the Receiver was appointed and took over legal control of the non-exempt assets 7 of Nano Global and Defendant Papermaster. 16. Since being appointed, the Receiver has investigated and sought to administer the non-exempt assets of Papermaster and Nano Global For mostly the entire time the Receiver has been appointed and in place, Papermaster has been living outside of the United States. Papermaster appeared to provide the Receiver with superficial cooperation and support. However, in reality, Papermaster was scheming behind the scenes to develop in a new venture utilizing the opportunities of the Receivership Estate. 17. Specifically, unbeknownst to, and without the permission or authority of the Receiver, in June of 2023, Papermaster caused Defendant Nano Cures Int’l to be formed in Delaware. Papermaster then registered Nano Cures Int’l in Texas. Papermaster was originally listed as the sole director of Nano Cures Int’l. A “correction” was thereafter filed in Texas, removing Papermaster as director and identifying Stephen Douty as the sole director. Papermaster has repeatedly informed the Receiver he had no connection with Nano Cures Int’l. In fact, according to documents since obtained by the Receiver, Nano Cures Int’l is wholly dependent on the so-called “specialized skill, knowledge, abilities, experience, and efforts” of Papermaster. 18. Unbeknownst to, and without the permission or authority of the Receiver, since Nano Cures Int’l was formed in 2023, Papermaster, while living in Abu Dhabi and away from the scrutiny and control of the Receiver and his creditors, has devoted substantially all of his time, resources, know-how, “partner pipeline,” and available opportunities, including his individual opportunities and the opportunities of Nano Global into the development of Nano Cures Int’l. Literally everything Papermaster has contributed to Nano Cures Int’l represents the property and opportunities of the Receivership Estate. Meanwhile, Papermaster consistently informed the Receiver that the work he was doing in Abu Dhabi was in furtherance of a proposed transaction 8 involving assets of Nano Global, a transaction that, despite the efforts of the Receiver, and despite two sale orders being entered, did not close because the proposed purchaser repeatedly failed and refused to perform. 19. On or about July 29, 2024, the Receiver became aware of an “arrangement” between Defendant Craft and Defendant Nano Cures Int’l. The details of the arrangement are contained in the attached Exhibit A. Exhibit A is signed by Defendant Papermaster as “Promoter” and “Chief Executive Officer and Director” of Nano Cures Int’l. Despite Defendant Papermaster repeatedly denying to the Receiver that he had any official involvement in Nano Cures Int’l, according to the details of the arrangement, Papermaster is a board member (the Chairperson), the Chief Executive Officer, an indirect shareholder of 1,065 shares through “an entity controlled” by Papermaster, and a direct shareholder of 105,765,016 shares. Papermaster is to receive a 2024 base salary of $500,000, a bonus in the amount of $500,000 for total compensation in 2024 of $1,000,000. Papermaster is to own and control 59.2% of the shares of Nano Cures Int’l and will “exert substantial control over the company.” Papermaster is also identified and defined as a “promoter” of Nano Cures Int’l. 20. Defendant Aranda is (or is to be) the President of Nano Cures Int’l and a director. For 2024, Defendant Aranda is to receive a salary and bonus equal to Defendant Papermaster. At all relevant times Defendant Aranda has acted in concert with Defendant Papermaster to convert and fraudulently transfer the assets of the Receivership Estate. 21. Defendant Fitzgerald is (or is to be) the Chief Financial Officers of Nano Cures Int’l. For 2024, Defendant Fitzgerald is to receive a salary in the amount of $350,000 and a bonus in the amount of $350,000. At all relevant times Defendant Fitzgerald has acted in concert with Defendant Papermaster to convert and fraudulently transfer the assets of the Receivership Estate. 9 22. Defendant Buckner is (or is to be) the Chief Administrative Officer and Corporate Secretary of Nano Cures Int’l. For 2024, Defendant Buckner is to receive a salary in the amount of $200,000 and a bonus in the amount of $200,000. At all relevant times Defendant Buckner has acted in concert with Defendant Papermaster to convert and fraudulently transfer the assets of the Receivership Estate. 23. According to documents received by the Receiver, Nano Cures Int’l’s future growth and profitability is dependent upon its ability to successfully implement is business plan, including the development of its so-called “CurePlatform, Data/AI Platform, Developer Platform, Approval Platform and the OTC Product.” Also included in Nano Cures Int’l’s business plan are the socalled “CureVeillance, CureStore, OpenCures, and NanoCare platforms.” These are all property and opportunities of the Receivership Estate that have been diverted and converted by Papermaster in concert with the conspiring co-Defendants. 24. On Friday, August 16, 2024, Defendant Papermaster was deposed by the Receiver. At that deposition, Defendant Papermaster testified (apparently, falsely) as follows: (A) He is not an employee or officer of Nano Cures Int’l; (B) He is not a stockholder of Nano Cures Int’l; and (C) He is not a consultant to Nano Cures Int’l. It appears each of these statements made under oath were materially false and were made and intended to conceal Defendant Papermaster’s activities and the activities of his conspiring co- Defendants in converting and fraudulently transferring the assets of the Receivership Estate without authority. At the same deposition, Defendant Papermaster was asked to identify Defendant Fitzgerald. Defendant Papermaster testified that “I believe Chris Fitzgerald is—is an individual 10 that works in some capacity with Mr. Aranda.” With respect to Defendant Buckner, Defendant Papermaster testified that “I believe she works in a capacity with Mr. Aranda – and I don’t know where she resides.” These answers were an obvious attempt to distance himself from and conceal the truth, that Defendant Papermaster, Defendant Fitzgerald, and Defendant Buckner –together with Defendant Aranda– are, in fact, the current management team of Nano Cures Int’l. 25. According to Defendant Papermaster’s deposition testimony, he met with Defendant Aranda in Austin, Texas in September of 2023, and in Dallas, Texas, earlier in 2023, to discuss business ventures involving health technology. It is apparent, now, that Defendant Papermaster, Defendant Aranda, Defendant Fitzgerald, Defendant Buckner, and Defendant Craft, and Defendant Nano Cures Int’l worked in concert and in a conspiracy to convert and fraudulently transfer assets and opportunities of Papermaster and Nano Global for their own enrichment and to the detriment of creditors of Defendant Papermaster and Nano Global. CAUSES OF ACTION A. Conversion (Claim Against All Defendants) 26. Paragraphs 1 through 25 are incorporated herein for all purposes. 27. The so-called CurePlatform, Data/AI Platform, Developer Platform, Approval Platform, the OTC Product, CureVeillance, CureStore, OpenCures, and NanoCare platforms, and any confidential and proprietary information and data related thereto, are all property and opportunities of the Receivership Estate that have been diverted and converted by Papermaster in concert with the conspiring co-Defendants. All of the assets held by Nano Cures Int’l represent the property, products, proceeds, derivatives, by-products, results, and offspring of the resources, know-how, “partner pipeline,” and opportunities owned and controlled by the Receivership Estate. Literally everything contributed by Papermaster to Nano Cures Int’l represents the property and 11 the opportunities, and the proceeds of the Receivership Estate. 28. Collectively, the personal property identified and described in paragraph 27 is referred to as the “Property.” 29. Any bonus received by or due to Defendant Papermaster from Nano Cures Int’l represents the property of the Receivership Estate. 30. Any stock held directly or indirectly by Defendant Papermaster in Nano Cures Int’l represents the property of the Receivership Estate. 31. The Receiver on behalf of the Receivership Estate owns or has the right of possession of all the Property and the bonus and stock described in paragraphs 29 and 30. Defendants have wrongfully exercised dominion and control over the Property to the exclusion of the Receivership Estate. Defendant Papermaster has wrongfully exercised dominion and control over any bonus and stock described in paragraphs 29 and 30. As a direct and proximate result of the Defendants’ conversion of the Property, and Defendant Papermaster’s conversion of the bonus and the stock described in paragraphs 29 and 30, Nano Global, the Receivership Estate, and their creditors have been severely damaged in an amount to be proven at trial, but which amount is estimated to exceed $58,000,000.00. WHEREFORE, the Plaintiff respectfully requests that the Court enter judgment against Defendants, jointly and severally, for all damages resulting from their conversion of the assets of the Receivership Estate, plus pre- judgment and post-judgment interest and costs associated with this suit, and grant such other and further relief as may be just. B. Fraudulent Transfers (Claim Against Defendant Papermaster and Defendant Nano Cures Int’l) 32. Paragraphs 1 through 31 are incorporated herein for all purposes. 33. Defendant Papermaster transferred the Property to Nano Cures Int’l. Defendant 12 Papermaster is an “insider” of Nano Cures Int’l and Nano Cures Int’l is an “insider” of Defendant Papermaster as such terms are defined in Chapter 24 of the Texas Business and Commerce Code. 34. Defendant Papermaster and Nano Global were insolvent at the time of such transfers of the Property. 35. Defendant Papermaster made these transfers with the intent to hinder, delay, and/or defraud the Nano Global, the Receivership Estate, and their creditors in violation of Section 24.005 of Chapter 24 of the Texas Business and Commerce Code. 36. Defendant Papermaster’s fraudulent intent is demonstrated by his efforts to conceal his interest and role in Nano Cures Int’l from the Receiver and from other creditors and parties in interest, including Defendant Papermaster’s false statements made under oath regarding these specific matters. 37. Plaintiff is entitled to avoid all of the transfers to the extent necessary to pay all claims of the Receivership Estate. Plaintiff is entitled to attachment against all of the assets of Nano Cures Int’l. Plaintiff is entitled to an injunction against further disposition by Defendant Papermaster and Defendant Nano Cures Int’l by any assets that are the property, products, proceeds, derivatives, by-products, results, and offspring of the resources, know-how, “partner pipeline,” and opportunities owned and controlled by the Receivership Estate. WHEREFORE, Plaintiff respectfully requests that the Court enter a judgment against Defendants and in favor of Plaintiff: (i) avoiding the transfers; (ii) awarding the value of the property transferred to Defendant Nano Cures Int’l or the amount necessary to satisfy the claims of the creditors of the Receivership Estate, Papermaster, and Nano Global; (iii) attaching all of the assets of Nano Cures Int’l until the Receivership Estate and its creditors are paid in full; 13 (iv)Awarding Plaintiff his attorneys’ fees and expenses in this action; and (v) Awarding Plaintiff all costs of court in this action, and granting such other relief as may be just. C. Conspiracy to Commit Fraudulent Transfers and Convert Property of the Receivership Estate 38. Paragraphs 1 through 37 are incorporated herein for all purposes. 39. All of the Defendants willfully joined, planned, and conspired to embark upon a scheme, artifice and conspiracy to convert and divert value from the Receivership Estate to Nano Cures Int’l and themselves, individually, to the detriment of Nano Global, the Receivership Estate, and their creditors. 40. The Defendants’ wrongful actions included overt acts by each in furtherance of the conspiracy by facilitating the conversion and fraudulent transfer of the property and opportunities of the Receivership Estate and shielding the true facts of the conspiracy from the Receiver, the Receivership Estate, and their creditors. 41. The Defendants’ wrongful actions are without privilege or justification. 42. As a direct and proximate result of the Defendants’ conspiracy, Nano Global, the Receivership Estate, and their creditors have been severely damaged in an amount to be proven at trial, but which amount is estimated to exceed $58,000,000.00. 43. The injuries to Nano Global, the Receivership Estate, and their creditors resulting from Defendants’ malice, including conscious-indifference malice, which entitles the Receiver to an award of exemplary damages under applicable law. WHEREFORE, the Plaintiff respectfully requests that the Court enter judgment against Defendants, jointly and severally, for all damages resulting from their conspiracy to convert and fraudulent transfer assets of the Receivership Estate, award exemplary damages, plus pre14 judgment and post-judgment interest and costs associated with this suit, and grant such other and further relief as may be just. C. Constructive Trust (Claim Against Nano Cures Int’l) 44. Paragraphs 1 through 43 are incorporated herein for all purposes. 45. Valuable assets of Defendant Papermaster and Nano Global, the assets of the Receivership Estate, were transferred to Nano Cures Int’l as part of the conversion and fraudulent transfers outlined above. Nano Cures Int’l currently possess the wrongfully transferred property of the Receivership Estate or their traceable products, proceeds, derivatives, by-products, results, and offspring of the resources, know-how, “partner pipeline,” and opportunities owned and controlled by the Receivership Estate. 46. Based upon the forgoing, Plaintiff seeks to impose a constructive trust upon all assigned assets of the Receivership Estate in the hand of Nano Cures Int’l. ATTORNEY’S FEES 47. Plaintiff seeks recovery of attorneys’ fees and expenses to the extent permitted under applicable law. PRAYER WHEREFORE, Plaintiff requests that Defendants be cited to appear and answer. Following an appropriate hearing on the merits of this matter, Plaintiff requests that the Court enter judgment in favor of Plaintiff as requested herein above: (a) awarding damages, pre-judgment and postjudgment interest, fees, and costs against Defendants, jointly and severally, (b) avoiding all transfers of converted and fraudulently transferred assets; (c) attaching all assets in the possession, custody, and control of Nano Cures Int’l owned by the Receivership Estate, including all traceable products, proceeds, derivatives, by products, results, and offspring of such property and 15 opportunities owned by the Receivership Estate; (d) awarding the Plaintiffs reasonable attorneys’ fees incurred in connection with this lawsuit; and (e) granting such other and further relief to which the Plaintiff may be justly entitled. Date: September 10, 2024 Respectfully submitted, KELL C. MERCER, P.C. 901 S Mopac Expy Bldg 1 Suite 300 Austin, TX 78746 (512) 767-3214 (Phone) By: /s/ Kell C. Mercer Kell C. Mercer State Bar No. 24007668 kell.mercer@mercer-law-pc.com ATTORNEY FOR RECEIVERSHIP ESTATE OF STEVEN G. PAPERMASTER AND NANO GLOBAL CORP. NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR RELATING TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND SPECIAL MEETING OF SECURITYHOLDERS TO BE HELD ON DECEMBER 7, 2023 These materials are important and require your immediate attention. The securityholders of CRAFT 1861 Global Holdings Inc. are required to make important decisions. If you have questions as to how to deal with these documents or the matters to which they refer, please contact your financial, legal or other professional advisor. If you have any questions or require more information with respect to voting your CRAFT Shares at the Meeting, please contact: investor.relations@craft1861global.com. THE ARRANGEMENT AND OTHER GENERAL MEETING MATTERS AND THE RELATED SECURITIES DESCRIBED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY, INCLUDING WITHOUT LIMITATION ANY SECURITIES REGULATORY AUTHORITY OF ANY CANADIAN PROVINCE OR TERRITORY, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR THE SECURITIES REGULATORY AUTHORITY OF ANY U.S. STATE, NOR HAS ANY OF THEM PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. November 10, 2023 Exhibit A