| | The Reporting Person is the founder of the Issuer and served as its Chief Executive Officer from 2012 until January 2026 and as a member of the Issuer's board of directors (the "Board") until February 2026. The Ordinary Shares reported herein consist primarily of founder shares, together with shares received as compensation or incentive awards during the Reporting Person's service to the Issuer. The Reporting Person holds his Ordinary Shares for investment purposes and continuously evaluates his investment in the Issuer and matters affecting shareholder value.
The Reporting Person believes that the strategic direction and execution being pursued by the Board, particularly since the first quarter of 2026, are impairing the Issuer's performance and short-term and long-term shareholder value, and that substantial value can be created for all shareholders by returning the Issuer to a platform-first, high-growth strategy and by making changes to the composition and leadership of the Board, including the role of chairman.
The Reporting Person has communicated his views to the Board, and intends to continue to engage with the Board, management, other shareholders and/or public communication, to advocate for such a strategy and such changes.
The Reporting Person intends to propose, submit, support or oppose one or more shareholder proposals or resolutions in connection with the Issuer's annual general meeting of shareholders, relating to Board composition, leadership and strategy, possibly including the nomination or recommendation of candidates for election to the Board. Depending on the circumstances, the Reporting Person may pursue the matters described in this Item 4 through the solicitation of proxies or written consents, litigation or other actions, in each case subject to applicable law and the Issuer's governing documents.
The Reporting Person has engaged in, and may from time to time engage in, discussions with third parties, including potential strategic or financial acquirers, investors, advisers and other counterparties, regarding the Issuer, its business, strategy, governance, strategic alternatives and other matters, including the possible interest of any such persons in a transaction involving acquiring the Issuer or its securities, businesses or assets.
The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors, including the Issuer's business, financial condition, results of operations, prospects, strategy and governance, the market price of the Ordinary Shares, market conditions, the Reporting Person's personal financial situation and other factors he deems relevant, the Reporting Person may from time to time acquire additional securities of the Issuer, dispose of some or all of his securities of the Issuer, or enter into other transactions relating to such securities, including through derivative, hedging, securities lending, pledging or other arrangements, in each case in the open market, in privately negotiated transactions or otherwise.
The Reporting Person may, from time to time, formulate plans or proposals, and may take or cause to be taken one or more actions, that relate to or would result in any of the matters or transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as set forth in this Item 4, the Reporting Person has no present plan or proposal that relates to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, and has not entered into any agreement, arrangement or understanding with any other person with respect to any securities of the Issuer or any of the matters described in this Item 4. The Reporting Person reserves the right, subject to applicable law and the Issuer's governing documents, to change his intentions or plans, to develop or modify plans or proposals, to engage in additional discussions, and to take any and all actions with respect to the Issuer or its securities that he may deem appropriate.
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| (c) | The Reporting Person effected the following open-market sales of Ordinary Shares during the past sixty days:
Date Aggregate Shares Sold Weighted Average Price ($)
06/15/2026 5,000 1.6000
06/11/2026 1,697 1.7238
06/10/2026 2,370 1.7184
06/09/2026 1,115 1.7000
06/02/2026 5,586 2.0178
06/01/2026 4,008 2.0421
05/29/2026 5,000 2.0213
05/26/2026 20,000 1.9500
05/20/2026 15,000 2.0515
05/19/2026 7,699 2.0570
05/15/2026 25,000 2.1000
05/11/2026 20,000 2.0508
05/06/2026 20,000 2.0500
05/04/2026 20,000 2.0501
04/28/2026 15,000 2.0500
The prices reported are weighted average prices. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges reported.
Except as described above, the Reporting Person has not effected any transactions in the Ordinary Shares during the past sixty days. |
| | Except as otherwise described in this Schedule 13D, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |