| (a) | (a)-(b) The information contained in lines 7 to 11 and 13 of the cover pages of this Schedule 13D and the information set forth in Item 6 are incorporated herein by reference. The percentage ownership reflected in line 13 of the cover pages is based on 13,601,362 shares of Common Stock outstanding as of August 6, 2025.
MC-I General Partner may be deemed to have beneficial ownership of the shares of Common Stock held directly by MC Fund I-A, MC Fund I-B and MC Fund I-MPF. Each of MC-II General Partner, MC Fund II-A, MC Fund II-B and MC Fund II-MPF may be deemed to have beneficial ownership of the shares of Common Stock held directly by MCF2 FG Aggregator. Each of Partners GP, Exploration and Paul Luc Robert Heyvaert may be deemed to have beneficial ownership of all of the shares of Common Stock and the shares of Common Stock underlying warrants reported herein. In each case, each of MC-I General Partner, MC-II General Partner, MC Fund II-A, MC Fund II-B, MC Fund II-MPF, Partners GP, Exploration and Mr. Heyvaert disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. |
| | Item 6 of the Schedule 13D is hereby amended to include the following:
On November 5, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with The Charles Schwab Corporation, a Delaware corporation ("Parent"), and Ember-Falcon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), whereby, subject to the terms thereof, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.
Concurrently with the execution of the Merger Agreement, on November 5, 2025, each of Motive Capital Fund I-A, LP, Motive Capital Fund I-B, LP, Motive Capital Fund I-MPF, LP, MCF2 FG Aggregator, LLC and Motive Capital Funds Sponsor, LLC (collectively, the "Supporting Stockholders") entered into a Support Agreement (the "Support Agreement") with Parent, with respect to Issuer shares owned of record or beneficially by the Supporting Stockholders (collectively with any Issuer shares subsequently acquired by the Supporting Stockholders, the "Shares").
Pursuant to the Support Agreement, among other things, the Supporting Stockholders agreed to vote all of their Shares in favor of the adoption of the Merger Agreement and any proposal to adjourn or postpone the Issuer stockholder meeting to a later date if there are insufficient votes to adopt the Merger Agreement, and against any competing acquisition proposal or any other action, proposal, transaction, agreement or amendment of the Issuer's organizational documents that would reasonably be expected to (a) result in a breach of representation, warranty, covenant or other obligation or agreement of Issuer contained in the Merger Agreement, or of the Supporting Stockholders in the Support Agreement, or (b) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger.
The Support Agreement will terminate automatically upon the occurrence of certain events, including a termination of the Merger Agreement, or if the Issuer's board of directors changes its recommendation that the Company's stockholders vote to adopt the Merger Agreement and approve the Merger. Upon termination of the Support Agreement, the Supporting Stockholders may vote their Issuer shares in any manner they choose.
In addition, the Supporting Stockholders agreed not to take certain actions, including, among other things (and subject to exceptions for certain permitted transfers), (i) directly or indirectly, offering for sale, transferring, disposing of, tendering in any tender or exchange offer, pledging or encumbering, or entering into any contract, arrangement or understanding with respect to the sale, transfer or other disposition of, any Shares, (ii) granting any proxies or powers of attorney with respect to the Shares or (iii) entering into agreements inconsistent with, or that would otherwise violate the provisions of, the Support Agreement.
The foregoing description of the Support Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 99.1 hereto and incorporated herein by reference. |
