| | The Reporting Person acquired the securities reported herein for investment purposes, subject to the following:
The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
The Reporting Person from time to time may enter into discussions with directors and officers of the Issuer, other stockholders, or third parties, including representatives of any of the foregoing, in connection with the Reporting Person's holdings in the Issuer. Such discussions may include one or more of management, the Board, other stockholders of the Issuer, and other persons to discuss the Issuer's business, operations, appointments to the Board, governance, performance, management, strategies, the Board's approach to strategic acquisitions and investments, the acquisition, divestment, or disposition of material assets, the financing of any of the forgoing, and other matters related to the Issuer. These discussions may include reviewing options or making proposals for enhancing or maximizing stockholder value through various strategic alternatives, including (i) changes to the capitalization, ownership structure, operations, or certificate of incorporation or bylaws of the Issuer; or (ii) strategic transactions or similar opportunities, and the matters described below.
The Reporting Person continuously reviews and evaluates its investment in the Issuer and may, subject to the terms of the Investor Rights Agreement (as defined below) and depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position, operating results and strategic direction, general market and industry conditions, actions taken by the Board, price levels of the Issuer's securities, investment opportunities available to the Reporting Person, or other factors, take such actions with respect to the holdings in the Issuer as it deems appropriate, including: (i) formulate other purposes, plans, or proposals regarding the Issuer or any of its securities; (ii) purchase additional shares of Class A Common Stock, Series A Preferred Stock, other equity interests of the Issuer, warrants, options, or related derivatives in the open market or in privately negotiated transactions; (iii) exercise its right to convert Series A Preferred Stock and Class C Non-Voting Common Stock under the Investment Agreement; (iv) sell, pledge or otherwise dispose of all or a portion of the shares of Class A Common Stock, Series A Preferred Stock, other equity interests, warrants, options, or related derivatives now beneficially owned or hereafter acquired by them; (v) communicate with the Board, management, other stockholders of the Issuer, or other third parties from time to time; (vi) take steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical, and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they become available; and (vii) engage in other plans or proposals as the Reporting Person may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. In connection with these reviews and evaluations, the Reporting Person expects to engage in substantive discussions with, among others, the Board, management, other stockholders of the Issuer, or other third parties from time to time (including without limitation other stakeholders of the Issuer, potential acquirers, service providers and debt and equity financing sources), and may take other actions, concerning a potential extraordinary corporate transaction (including in connection with the Issuer's announcement dated December 9, 2025 that it is considering its strategic alternatives) or the business, operations, assets, strategy, future plans, prospects, corporate structure, Board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or de-registration of the Issuer, which discussions may include making proposals and/or considering proposals and counterproposals. The Reporting Person may exchange information with any such persons or the Issuer pursuant to appropriate confidentiality or similar agreements which contain or may contain customary standstill provisions. The Reporting Person reserves the right to terminate any such discussions at any time for any reason. Any determination by the Reporting Person to proceed with a transaction would be subject to agreement by the parties on the terms of a transaction, undertaking and completing due diligence, negotiation of definitive agreements with the Issuer on terms mutually acceptable to the Reporting Person and such other persons, including the Issuer, and requisite internal approvals by the parties, including at the Reporting Person. There can be no assurances that any proposed terms will be acceptable to the Reporting Person, the Issuer or other parties, or that any such transaction will be announced or successfully consummated.
Andreas Wimmer is a member of the Board of Management of the Reporting Person. Nazim Cetin is the Chief Executive Officer of Allianz X GmbH, an affiliate of the Reporting Person. Each of Andreas Wimmer and Nazim Cetin was designated by ASI, an affiliate of the Reporting Person, to serve as a member of the Board and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.
As described in Item 6 below, the Reporting Person is subject to certain restrictions on certain of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D, including acquisitions and dispositions of securities of the Issuer. Accordingly, the Reporting Person and its representatives may engage in discussions with the Issuer and its representatives in connection with any such transactions. The Reporting Person specifically reserves the right to change its intention with respect to any or all of the foregoing, and there can be no assurance that the possible courses of action expressed in this Item 4 will be consummated by the Reporting Person. |
| | The information provided in Items 3 and 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.
Series A Certificate of Designations
In connection with the consummation of the Transaction, the Issuer filed a certificate of designations for the Series A Preferred Stock with the Secretary of State of the State of Delaware (the "Series A Certificate of Designations"), and the Series A Certificate of Designations became effective on July 31, 2024. The Series A Certificate of Designations includes, among other rights, privileges and restrictions, that:
Each share of Series A Preferred Stock will receive cumulative, compounding dividends, payable semi-annually in arrears, at a rate of 9.75% per year (the "Series A Dividend Rate"), subject to annual adjustments based on the stock price of the Class A Common Stock during the fourth quarter of each applicable year (subject to a maximum rate of 9.75%). Subject to the Ownership Cap (as defined below), dividends will be paid 50% in additional shares of the Series A Preferred Stock and 50% in shares of the Class A Common Stock. For the first five years following the consummation of the Transaction, the Series A Preferred Stock will also participate with any dividends or distributions declared on the Class A Common Stock;
ASI will be subject to an ownership cap (the "Ownership Cap") with respect to the Class A Common Stock which shall be equal to 24.9% of the aggregate issued and outstanding shares of Class A Common Stock and Class B Common Stock as of the end of the trading day immediately prior to the date of determination;
In the event the payment of dividends on the Series A Preferred Stock, or any permitted redemption or conversion of the Series A Preferred Stock would cause ASI's beneficial ownership, together with its affiliates, to exceed the Ownership Cap, (i) the Issuer will issue to ASI a number of shares of Class A Common Stock that would equal but not exceed the Ownership Cap and (ii) the Issuer will issue to ASI all remaining shares to be issued in connection with such dividend, redemption or conversion in shares of the Issuer's Class C Non-Voting Common Stock, par value $0.0001 per share (the "Non-Voting Class C Common Stock");
The Series A Preferred Stock will not vote on any matters with respect to which stockholders are entitled to vote. However, the Issuer shall not, without the prior vote of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding, voting separately as a single class, (i) alter or change the powers, preferences or special rights of the shares of Series A Preferred Stock so as to affect them adversely or (ii) take any other action upon which class voting is required by applicable law;
In the event of a liquidation, dissolution or winding-up of the Issuer, ASI will be entitled to receive the greater of (i) $1,000 per share plus all accrued and unpaid dividends (the "Series A Liquidation Preference") or (ii) the amount such holders would have received had they converted the Series A Preferred Stock into shares of Class A Common Stock immediately prior to such liquidation;
At any time after the second (2nd) anniversary of July 31, 2024, ASI may elect to convert all or some of its Series A Preferred Stock into shares of Class A Common Stock, subject to the then-applicable Ownership Cap, at a conversion price equal to $8.70, subject to customary adjustments (the "Conversion Price");
At any time after the third (3rd) anniversary of July 31, 2024, to the extent the 20% Approval has been obtained and after the volume weighted average price of the Class A Common Stock is equal to or greater than 175% of the Conversion Price on each of twenty (20) trading days in any period of thirty (30) consecutive trading days, the Issuer can convert the Series A Preferred Stock into Class A Common Stock at the Conversion Price;
At any time after the thirtieth (30th) anniversary of July 31, 2024, upon the request of ASI, the Issuer must redeem all of the outstanding Series A Preferred Stock for an amount per share equal to the Series A Liquidation Preference calculated as of the redemption date. At any time after the thirtieth (30th) anniversary of July 31, 2024, the Issuer may redeem all of the outstanding Series A Preferred Stock for an amount per share equal to the Series A Liquidation Preference calculated as of the redemption date;
If a Make-Whole Fundamental Change (as defined in the Series A Certificate of Designations) occurs at any time prior to the fifth (5th) anniversary of July 31, 2024 and ASI elects to convert any or all of its shares of Series A Preferred Stock in connection with such Make-Whole Fundamental Change, the Issuer shall, in addition to the shares of Class A Common Stock otherwise issuable upon conversion of such shares of Series A Preferred Stock, issue an additional number of shares of Class A Common Stock (the "Additional Shares") upon surrender of such shares of Series A Preferred Stock for conversion;
The number of Additional Shares, if any, issuable in connection with a Make-Whole Fundamental Change shall be determined by reference to the table contained in the Series A Certificate of Designations, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective and the price paid (or deemed to be paid) per share of the Class A Common Stock in the Make-Whole Fundamental Change;
In the event of a change of control of the Issuer pursuant to which the holders of Class A Common Stock are entitled to receive consideration in cash, securities or other assets with respect to or in exchange for shares of Class A Common Stock, at ASI's election:
the shares of Series A Preferred Stock shall be deemed to have been converted in full into shares of Class A Common Stock at a price per share equal to the Conversion Price, and ASI shall be entitled to receive on the effective date of such change of control (the "Change of Control Effective Date"), for each share of Class A Common Stock deemed to have been acquired in such conversion, the consideration that would be payable to any holder of Class A Common Stock on a per-share basis ("Change of Control Consideration"); or
ASI shall be entitled to receive, before any distribution or payment of the Change of Control Consideration may be made to or set aside for the holders of any junior securities, an amount in cash for each share of then-outstanding Series A Preferred Stock held by Allianz equal to the Series A Liquidation Preference as of the business day immediately preceding the date of such Change of Control Effective Date.
The foregoing description of the Series A Certificate of Designations does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Series A Certificate of Designations, a copy of which is attached as Exhibit 99.1 and the terms of which are incorporated herein by reference.
Allianz Warrant Agreement
In connection with the consummation of the Transaction, the Issuer issued the Allianz Warrants to Allianz to purchase 5,000,000 shares of Class A Common Stock.
The exercise price of the Allianz Warrants is $7.40 per share of Class A Common Stock, subject to customary adjustments.
No holder of the Allianz Warrants (an "Allianz Warrant Holder") may acquire or be issued shares of Class A Common Stock if such acquisition or issuance would cause such Allianz Warrant Holder's beneficial ownership to exceed the applicable Ownership Cap. If an exercise would cause an Allianz Warrant Holder's beneficial ownership to exceed the applicable Ownership Cap, (i) the Issuer will issue such Allianz Warrant Holder the number of Class A Common Stock that would equal, but not exceed, the applicable Ownership Cap and (ii) the Issuer will issue the remainder as shares of Non-Voting Class C Common Stock.
The foregoing description of the Allianz Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Allianz Warrant Agreement, a copy of which is attached as Exhibit 99.2 and the terms of which are incorporated herein by reference.
Supplemental Investment Agreement
On February 22, 2024, the Issuer entered into a supplemental investment agreement (the "Supplemental Investment Agreement"), pursuant to which, for purposes of funding one or more strategic international acquisitions by the Issuer or its subsidiaries, ASI is permitted, at its option, to purchase additional shares of Series A Preferred Stock up to an aggregate amount equal to $50,000,000.
Each supplemental investment will generally be subject to the same closing conditions as provided by the Investment Agreement. Absent mutual agreement to extend, the Supplemental Investment Agreement will terminate on February 22, 2029.
Pursuant to the Supplemental Investment Agreement, ASI acquired 18,471 shares of the Series A Preferred Stock on May 13, 2025.
The foregoing description of the Supplemental Investment Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Supplemental Investment Agreement, a copy of which is attached as Exhibit 99.3 and the terms of which are incorporated herein by reference.
Investor Rights Agreement
Upon consummation of the Transaction, pursuant to the terms of the Investment Agreement, the Issuer and ASI entered into that certain Investor Rights Agreement, dated as of July 31, 2024 (the "Investor Rights Agreement"), pursuant to which ASI was granted certain governance rights, information rights, and registration rights, and will be subject to certain restrictions with respect to the securities acquired by ASI.
Pursuant to the Investor Rights Agreement, as of July 31, 2024, the size of the Board was fixed at eight (8) directors, and ASI has the right to nominate two (2) directors (the "Investor Designees") until such time as ASI ceases to own at least 50% of the initial shares of Class A Common Stock acquired on July 31, 2024 (the "Initial Allianz Common Stock Investment"). For so long as ASI is permitted to designate the Investor Designees, one (1) Investor Designee will serve as a member of the Transaction Committee (as defined in the Investor Rights Agreement) and each Investor Designee will serve as a member of at least one (1) other Board committee. Further, during the term of the Investor Rights Agreement, an Investor Designee will serve as an observer on each committee of the Board for which an Investor Designee is not serving as a member. In the event ASI transfers at least 50% of its shares of Class A Common Stock then held to a single transferee (a "Major Third-Party Transferee"), ASI may elect to transfer to such Major Third-Party Transferee the right to designate one nominee for appointment, election or re-election to the Board and at such time, each of ASI and the Major Third-Party Transferee will have a right to designate one (1) nominee for appointment, election or re-election to the Board.
Pursuant to the Investor Rights Agreement, no later than forty-five (45) days after a written request by ASI, the Issuer will (i) prepare and file with the Securities and Exchange Commission a Shelf Registration Statement (as defined in the Investor Rights Agreement) that covers the Registrable Securities (as defined in the Investor Rights Agreement) held by ASI for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act"); provided, however, that ASI will have the right to request no more than one (1) Shelf Registration Statement within any six (6) month period.
Pursuant to the Investor Rights Agreement, at any time after (i) with respect to the Lock-up Securities (as defined in the Investor Rights Agreement), the date that is six (6) months prior to the end of the applicable Lock-up Period (as defined in the Investor Rights Agreement) or (ii) with respect to any Registrable Securities that are not Lock-up Securities, July 31, 2025, the Issuer receives written notice from ASI requesting that the Issuer effect the registration under the Securities Act of Registrable Securities owned by ASI (such request, the "Demand Registration Request"), the Issuer will use commercially reasonable efforts to file, within ninety (90) days of such request, a registration statement registering such Registrable Securities; provided that ASI will have the right to make only one Demand Registration Request per class within any twelve (12) month period.
Pursuant to the Investor Rights Agreement, if the Issuer proposes to register any Class A Common Stock on behalf of itself or any of its stockholders for public sale under the Securities Act, the Issuer will give prompt written notice to ASI of such proposal, and upon the written request of ASI delivered to the Issuer within ten (10) business days after giving such notice, the Issuer will use commercially reasonable efforts to effect the registration of all Registrable Securities which the Issuer has been so requested to register by ASI.
Pursuant to the Investor Rights Agreement, with respect to the Initial Allianz Common Stock Investment, ASI will be subject to a three (3) year lock-up period as follows: (i) for one (1) year after July 31, 2024, none of the shares comprising the Initial Allianz Common Stock Investment may be transferred; (ii) after July 31, 2025, up to 40% of the shares comprising the Initial Allianz Common Stock Investment may be transferred; (iii) after July 31, 2026, up to an additional 30% of the shares comprising the Initial Allianz Common Stock Investment may be transferred; and (iv) after July 31, 2027, all remaining shares comprising the Initial Allianz Common Stock Investment may be transferred.
Pursuant to the Investor Rights Agreement, the Series A Preferred Stock acquired by ASI may not be transferred until July 31, 2026.
Pursuant to the Investor Rights Agreement, until such time as Allianz ceases to own at least 50% of the Initial Allianz Common Stock Investment, Allianz will also have customary preemptive rights, subject to certain exceptions.
Until the later of (i) July 31, 2027 and (ii) one (1) year after ASI ceases to own at least 50% of the Initial Allianz Common Stock Investment, ASI will be subject to a customary standstill provision, which will restrict a number of activities pertaining to, among other things, acquiring additional securities, making certain announcements regarding transactions involving the Issuer, soliciting proxies, advising or encouraging other persons and taking actions to change or influence the Board, management or the direction of certain Issuer matters, subject to certain customary exceptions.
ASI will also be subject to certain customary transfer restrictions, including in connection with any transfer to a Major Third-Party Transferee.
The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which is attached hereto as Exhibit 99.4 and incorporated herein by reference.
|
