“one or more financings through the private placement, offering, or other sale of equity instruments”

The court found that the specific reference to “private” at the start of the clause qualified the entire list that followed, indicating that the parties intended to restrict the engagement to private financings. The court concluded that if the intention had been to include both private and public financings, broader language would have been used, such as “any sale of equity instruments”. Litigation 2024 Year in Review and 2025 Outlook by Latham & Watkins LLP.