| | The Reporting Person acquired the Shares for investment purposes because he believes the Shares are materially undervalued relative to the Company assets, prospects and available strategic alternatives.
The Reporting Person beneficial ownership percentage disclosed herein is based on the number of outstanding shares most recently reported by the Company in its public fillings. The Reporting Person notes, however, that the Company maintains an at-the-market equity issuance program and has not publicly disclosed updated information regarding the number of outstanding Shares reflecting any recent issuance under such program, if any. As a result, the Reporting Person believes that the outstanding share count currently available to shareholders may no longer the reflect the company actual capitalization.
The Reporting Person has reviewed the Company capital allocation practices and governance actions, including the adoption of a stockholder rights plan described by the Company as intended to protect stockholders from coercive or abusive change of control tactics, as well as the Company continued issuance of equity securities pursuant to at the market equity issuance programs.
The Reporting Person believes that the continued issuance of equity at prevailing market prices, particularly during periods of heightened volatility, is inconsistent with the stated objectives of such defensive measures.
The Reporting Person further believes that the combined effect of the Company stockholder rights plan and its continued issuance of equity securities pursuant to at the market materially restricts stockholder choice. While the rights plan limits the ability of stockholders or third parties to accumulate Shares or present potential change of control proposals that could result in a premium to market prices, the Company has continued to sell Shares into the public market at prevailing prices, which the Reporting Person believes are materially below intrinsic value.
In the Reporting Person view, this combination of defensive and dilutive actions has the effect of preventing stockholders from realizing potential takeover premiums while simultaneously increasing the number of outstanding Shares at discounted prices.
The Reporting Person further believes that the absence of publicly disclosed, up-to-date outstanding share information creates uncertainty regarding ownership calculations and the application of thresholds established under the Shareholder Rights plan, As a practical matter, the Reporting Person is unable to determine with certainty how additional open-market purchases would relate to the thresholds established by the rights plan and therefore is unable to responsibly acquire additional shares in the open market without risk of inadvertently triggering the rights plan. The Reporting Person believes that this combination of an uncertain outstanding share count and fixed defensive thresholds has the practical effect of chilling lawful open-market purchases by shareholders.
The Reporting Person further believes that this uncertainty has implications beyond ownership considerations. In particular, the absence of current outstanding share disclosure impairs stockholders ability to evaluate dilution, voting power, proxy solicitation outcomes, quorum requirements and the potential impact of equity issuance in connection with any pending or anticipated stockholder vote.
The Reporting Person believes that this uncertainty cannot be resolved by stockholders without the Company publicly disclosing updated information regarding the number of outstanding Shares.
The Reporting Person has also reviewed the Company announced business combination with flyExclusive, including the recent merger agreement amendments, as well as management compensation and incentive arrangements of $3 million associated with the transaction.
Based on this review, the Reporting Person believes that the proposed transaction, as currently structured, does not maximize value for the Company stockholders and that certain incentive and bonus arrangements in connection with the transaction may not be appropriately aligned with long term stockholder interests.
Accordingly, the Reporting Person intends to oppose the proposed business combination with flyExclusive and intends to vote the Shares against the transaction if it is submitted to a vote of stockholders.
In furtherance of these objectives, the Reporting Person intends to pursue actions designed to provide stockholders with a meaningful alternative to continued dilution and entrenchment, which may include, without limitation:
- commencing a tender offer for less than all outstanding shares, structured to comply with any applicable ownership thresholds under the Company stockholder rights plan or similar arrangement, at prices and on terms to be determined, subject to financing and other customary conditions.
- seeking the suspension or termination of equity issuance programs, including at the market offerings, that the Reporting Person believes are dilutive to stockholders.
- seeking the redemption, removal, or modification of the Company stockholder rights plan or other defensive measures that the Reporting Person believes unduly restrict shareholder choice.
- seeking changes to the composition of the Board of Directors, including through a proxy solicitation, to improve alignment with stockholder interests and oversight of capital allocation, compensation and strategic decisions.
- exploring other transactions, strategies, or alternatives that the Reporting Person believes may be in the best interests of stockholders.
Any such action may be subject to conditions, including market conditions, regulatory requirements, financing considerations and the actions or responses of the Company and its Board of Directors.
The Reporting Person has not entered into any agreement or arrangement requiring him to pursue any particular course of action and reserves the right to modify, abandon or pursue any of the foregoing at any time. |
| | The Reporting Person is not a party to any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. |
