| (a) | Name of person filing:
This Amendment No. 1 to Schedule 13G (this "Amendment") is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons".
(i) Farallon Capital Partners, L.P., a California limited partnership ("FCP"), with respect to the Shares held by it;
(ii) Farallon Capital Institutional Partners, L.P., a California limited partnership ("FCIP"), with respect to the Shares held by it;
(iii) Farallon Capital Institutional Partners II, L.P., a California limited partnership ("FCIP II"), with respect to the Shares held by it;
(iv) Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership ("FCIP III"), with respect to the Shares held by it;
(v) Four Crossings Institutional Partners V, L.P., a Delaware limited partnership ("FCIP V"), with respect to the Shares held by it;
(vi) Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership ("FCOI II"), with respect to the Shares held by it;
(vii) Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership ("F5MI"), with respect to the Shares held by it; and
(viii) Farallon Capital (AM) Investors, L.P., a Delaware limited partnership ("FCAMI"), with respect to the Shares held by it.
FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, F5MI and FCAMI are together referred to herein as the "Farallon Funds."
(ix) Farallon Partners, L.L.C., a Delaware limited liability company (the "Farallon General Partner"), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and (ii) the sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI.
(x) Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the "FCIP V General Partner"), which is the general partner of FCIP V, with respect to the Shares held by FCIP V.
(xi) Farallon F5 (GP), L.L.C., a Delaware limited liability company (the "F5MI General Partner"), which is the general partner of F5MI, with respect to the Shares held by F5MI.
(xii) The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, with respect to the Shares held by the Farallon Funds: Joshua J. Dapice ("Dapice"); Philip D. Dreyfuss ("Dreyfuss"); Hannah E. Dunn ("Dunn"); Varun N. Gehani ("Gehani"); Nicolas Giauque ("Giauque"); Avner A. Husen ("Husen"); David T. Kim ("Kim"); Michael G. Linn ("Linn"); Patrick (Cheng) Luo ("Luo"); Thomas G. Roberts, Jr. ("Roberts"); Edric C. Saito ("Saito"); Daniel S. Short ("Short"); Andrew J. M. Spokes ("Spokes"); John R. Warren ("Warren"); and Mark C. Wehrly ("Wehrly").
Dapice, Dreyfuss, Dunn, Gehani, Giauque, Husen, Kim, Linn, Luo, Roberts, Saito, Short, Spokes, Warren and Wehrly are together referred to herein as the "Farallon Individual Reporting Persons."
This Amendment reports that effective January 1, 2026, Husen became a member of the Farallon General Partner, a manager of the FCIP V General Partner and a manager of the F5MI General Partner. Accordingly, as of that date, Husen may be deemed a beneficial owner of the Shares held by the Farallon Funds.
This Amendment also reports that effective December 31, 2025, each of Richard B. Fried ("Fried"), Rajiv A. Patel ("Patel") and William Seybold ("Seybold") ceased to be a member of the Farallon General Partner, a manager of the FCIP V General Partner and a manager of the F5MI General Partner. Accordingly, as of that date, each of Fried, Patel and Seybold may no longer be deemed a beneficial owner of the Shares held by the Farallon Funds. |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
As of the date requiring the filing of this report, the Farallon Funds hold an aggregate of: (i) 1,227,590 Shares; (ii) 510,205 Class A Warrants (the "Class A Warrants"), each of which currently is exercisable, subject to the Beneficial Ownership Limitation (as defined below), to purchase one Share; and (iii) 510,205 Class B Warrants (the "Class B Warrants" and together with the Class A Warrants, the "Warrants"), each of which is exercisable beginning on November 15, 2026, subject to the Beneficial Ownership Limitation, to purchase one Share.
The terms of the Warrants provide that the Warrants may not be exercised to the extent that, after giving effect to such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 4.99% of the Shares then issued and outstanding (the "Beneficial Ownership Limitation"). Due to the Beneficial Ownership Limitation and the fact that the Class B Warrants are not exercisable until November 15, 2026, in providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that the aggregate 1,020,410 Warrants held by the Farallon Funds are not exercisable within 60 days of the date hereof and therefore do not confer on the Reporting Persons beneficial ownership of any underlying Shares.
The Shares reported hereby for the respective Farallon Funds are held directly by the respective Farallon Funds. The Farallon General Partner, as the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole member of the FCIP V General Partner, may be deemed to be a beneficial owner of such Shares held by the Farallon Funds other than F5MI. The FCIP V General Partner, as the general partner of FCIP V, may be deemed to be a beneficial owner of such Shares held by FCIP V. The F5MI General Partner, as the general partner of F5MI, may be deemed to be a beneficial owner of such Shares held by F5MI. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner, and as a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of such Shares held by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares. |
