| | Item 4 of the Schedule 13D is hereby supplemented and amended to add the following information:
Merger Agreement
On May 2, 2026, Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Parent and Merger Sub, pursuant to which the Issuer is to be acquired by Long Lake Management Holdings, Inc. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, the "Transactions"), with the Issuer surviving as a wholly owned subsidiary of Parent. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Class A Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any shares of Class A Common Stock held by the Issuer as treasury stock, owned by Parent or any of its subsidiaries (including Merger Sub), unvested pursuant to a side letter with the Issuer, pursuant to which appraisal rights have been properly exercised and perfected (and not withdrawn or lost) in accordance with Section 262 of the DGCL, and, if applicable, any shares of Class A Common Stock held by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Issuer that are converted in the manner set forth in the Merger Agreement) will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $9.50, without interest thereon (the "Per Share Price"), as more fully described in the Form 8-K filed by the Issuer with the SEC on May 4, 2026. Neither the Reporting Person nor QIA Retail is party to the Merger Agreement.
Voting and Support Agreement
In connection with the execution of the Merger Agreement, QIA Retail, the Issuer, Parent and Merger Sub have entered into the Voting and Support Agreement. On the terms and subject to the conditions set forth in the Voting and Support Agreement, QIA Retail has agreed to vote all shares of Class A Common Stock over which it has voting power (representing, in the aggregate approximately, 16.7% of the Issuer's total outstanding voting power as of May 3, 2026) (A) in favor of (i) the adoption of the Merger Agreement, approval of the Merger and related transactions, (ii) any adjournment or postponement requested by the Issuer or Parent, (iii) any amendment to the Merger Agreement that is not an adverse amendment (i.e., one that decreases the per share price, changes its form, or is materially adverse to QIA Retail), and (iv) any other proposal necessary or desirable to consummate the Merger, and (B) against (i) any competing acquisition proposal, (ii) any action likely to cause a breach of the Merger Agreement or the Voting and Support Agreement, (iii) any action that could prevent closing conditions of the Merger from being satisfied, and (iv) any action that could delay or impede the Merger. However, if the board of directors of the Issuer changes its recommendation for the Merger due to an intervening event, QIA Retail is only required to vote a pro rata portion of its shares equal to 35% of the Issuer's total outstanding voting power (calculated proportionally among all stockholders who signed voting and support agreements with the Issuer, Parent and Merger sub).
Prior to the termination date of the Voting and Support Agreement, QIA Retail may not transfer or otherwise dispose of any shares of Class A Common Stock, enter into any related contract or arrangement, grant proxies, deposit shares into a voting trust, or take any other action that would impede the consummation of the Merger, with the exception of certain permitted transfers to controlled affiliates, provided the transferee executes a joinder agreement binding them to the terms of the Voting and Support Agreement. The Voting and Support Agreement also restricts QIA Retail and its controlled affiliates from taking any action that the Issuer or its subsidiaries would be prohibited from taking under the non-solicitation provisions of the Merger Agreement, subject to certain exceptions.
The Voting and Support Agreement, and QIA Retail's obligations to vote in favor of the adoption of the Merger Agreement, will terminate automatically upon the earliest of (i) termination of the Merger Agreement in accordance with its terms, (ii) the effective time of the Merger, (iii) any amendment to the Merger Agreement that is adverse to QIA Retail in certain respects, as further set forth in the Voting and Support Agreement, (iv) written consent of the parties thereto, or (v) November 1, 2026 (or February 1, 2027, if the Merger Agreement's termination date is extended to such date).
The foregoing description of the Voting and Support Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Voting and Support Agreement, a copy of which is filed as Exhibit 1 to this Amendment and is incorporated herein by reference. |
