| | This Item 4 of the Schedule 13D is amended and supplemented as follows:
As previously disclosed, on August 12, 2026, Mudrick Capital Management, L.P., on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates ("MCM"), and the Company entered into a shareholder agreement (the "Shareholder Agreement"), pursuant to which, among other things, MCM was granted certain director nomination rights and the Company agreed to increase the size of its board of directors (the "Board") to nine. On August 20, 2026, MCM nominated Fabrice Bregier to serve as a director on the Board, and the Board subsequently appointed Mr. Bregier as a director, effective September 21, 2026.
On September 11, 2026, the Company adopted, by a vote at the annual general meeting of the Company's shareholders, the Company's Sixth Amended and Restated Memorandum and Articles of Association (the "Articles"). As previously disclosed, many of the rights granted to MCM in the Articles are substantially the same as the rights that MCM had pursuant to a combination of the Shareholder Agreement and the Fifth Amended and Restated Memorandum and Articles of Association.
MCM intends to exercise its rights under the Articles to (i) remove the two individuals nominated by MCM who had been appointed to serve as directors on the Board prior to entry into the Shareholder Agreement (JK Brown and Carsten Stendevad), and (ii) nominate five additional directors to the Board pursuant to the Articles, some of whom are expected to be officers or employees of MCM or its affiliates and some of whom are not expected to be officers or employees of MCM or its affiliates. MCM also intends to request that the size of the Board be expanded from nine directors to eleven directors.
The Reporting Persons and their representatives have, from time to time, engaged in, and expect to continue to engage in, discussions with members of management of the Company and the Board, other current or prospective shareholders, industry analysts, existing or potential strategic partners, acquirers or competitors, investment and financing professionals, sources of credit and other third parties regarding a variety of matters relating to the Company, which may include, among other things, the Company's business, operations, management, organizational documents, capital structure and allocation, corporate governance, Board composition, strategic alternatives and transactions, and a sale of the Company or certain of its business or assets, and may take other steps seeking to bring about changes to increase shareholder value as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.
The Reporting Persons intend to review MCM's investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Company's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Board, price levels of the Ordinary Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to the Company as they deem appropriate, including, without limitation: exchanging information with the Company or other third parties pursuant to appropriate confidentiality or similar agreements; proposing changes in the Company's operations, management, Board, governance or capitalization and/or calling a general meeting or soliciting proxies in connection therewith; purchasing additional Ordinary Shares or debt securities or selling some or all of its Ordinary Shares or debt securities; engaging in any hedging or similar transactions with respect to the Ordinary Shares or debt securities; participating in any transaction referred to in the preceding paragraph, whether as a purchaser, financing source or otherwise; and/or otherwise changing its intention with respect to any and all matters referred in Item 4 of Schedule 13D. |
