Name | Relationship | Address | Signature | Signature date | CIK |
---|---|---|---|---|---|
Elliott Investment Management L.P. | 10%+ Owner | 360 S. ROSEMARY AVE, 18TH FLOOR, WEST PALM BEACH | Elliott Investment Management L.P. /s/ Elliot Greenberg, Vice President | 2025-08-01 | 0001791786 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
holding | UNIT | Common Stock, par value $.0001 per share | 52.9M | Aug 1, 2025 | See footnote | F1 | |||||
holding | UNIT | Series A Preferred Stock | 338K | Aug 1, 2025 | See footnote | F1, F2 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
holding | UNIT | Warrants to Purchase Common Stock | Aug 1, 2025 | Common Stock | 10.3M | $0.01 | See footnote | F1, F3 |
Id | Content |
---|---|
F1 | This Form 3 is being filed by Elliott Investment Management L.P., a Delaware limited partnership ("EIM" or the "Reporting Person"), which serves as the investment manager of Elliott Associates, L.P., a Delaware limited partnership ("Elliott") and Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International", and together with Elliott and their respective subsidiaries, the "Elliott Funds"), with respect to the securities held by the Elliott Funds. Elliott Investment Management GP LLC, a Delaware limited liability company ("EIM GP"), is the sole general partner of EIM. Paul E. Singer is the sole managing member of EIM GP. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. |
F2 | Holders of the Series A Preferred Stock are entitled to receive cumulative dividends at the applicable dividend rate on the liquidation preference per share of the Series A Preferred Stock, payable quarterly in cash or compounded by adding to the liquidation preference of Series A Preferred Stock, at the option of the Issuer. The full terms of the Series A Preferred Stock, including certain redemption rights associated therewith, are set forth in the Certificate of Designations for the Series A Preferred Stock, included as Annex A to the Issuer's Amended and Restated Certificate of Incorporation, dated as of August 1, 2025, included as Exhibit 3.1 of the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 1, 2025. |
F3 | The warrants are exercisable beginning on the third anniversary of the date of issuance, or, if earlier, upon any change of control of the Issuer or the redemption of the corresponding Series A Preferred Stock. Under the terms of the warrants, the Issuer will settle all exercises of the warrants on a cashless basis. The warrants will expire on the tenth anniversary of the initial issuance date thereof. |