| | Introductory Note
This Amendment No. 39 to Schedule 13D (this "Amendment No. 39") amends and supplements the statement on Schedule 13D filed on August 9, 2019, as amended by Amendment No. 1 filed on April 13, 2020, Amendment No. 2 filed on May 21, 2020, Amendment No. 3 filed on May 28, 2020, Amendment No. 4 filed on August 31, 2020, Amendment No. 5 filed on March 11, 2021, Amendment No. 6 filed on May 26, 2022, Amendment No. 7 filed on July 13, 2022, Amendment No. 8 filed on July 18, 2022, Amendment No. 9 filed on July 21, 2022, Amendment No. 10 filed on July 26, 2022, Amendment No. 11 filed on July 29, 2022, Amendment No. 12 filed on August 3, 2022, Amendment No. 13 filed on August 8, 2022, Amendment No. 14 filed on August 11, 2022, Amendment No. 15 filed on August 12, 2022, Amendment No. 16 filed on March 8, 2023, Amendment No. 17 filed on November 27, 2023, Amendment No. 18 filed on May 24, 2024, Amendment No. 19 filed on November 26, 2024, Amendment No. 20 filed on November 27, 2024, Amendment No. 21 filed on December 4, 2024, Amendment No. 22 filed on December 9, 2024, Amendment No. 23 filed on December 12, 2024, Amendment No. 24 filed on December 17, 2024, Amendment No. 25 filed on December 20, 2024, Amendment No. 26 filed on December 26, 2024, Amendment No. 27 filed on December 27, 2024, Amendment No. 28 filed on January 2, 2025, Amendment No. 29 filed on January 7, 2025, Amendment No. 30 filed on January 10, 2025, Amendment No. 31 filed on January 15, 2025, Amendment No. 32 filed on January 21, 2025, Amendment No. 33 filed on January 24, 2025, Amendment No. 34 filed on January 29, 2025, Amendment No. 35 filed on February 3, 2025, Amendment No. 36 filed on February 6, 2025, Amendment No. 37 filed on February 11, 2025 and Amendment No. 38 filed on May 27, 2025 (together, the "Original Schedule 13D") with the Securities and Exchange Commission (the "SEC").
This Amendment No. 39 is being filed in relation to the following transactions all of which occurred on November 25, 2025: (i) QH Hungary and Citibank amending and restating the Eighth Citi Supplemental Confirmation (the "November 2025 A&R Citi Supplemental Confirmation"), (ii) QH Hungary and RBC amending and restating the Fifth RBC Supplemental Confirmation (the "November 2025 RBC A&R Supplemental Confirmation" and, together with the November 2025 A&R Citi Supplemental Confirmation, the "November 2025 A&R Supplemental Confirmations"), (iii) QH Hungary and Citibank entering into of the Tenth Citi Supplemental Confirmation and (iv) QH Hungary and RBC entering into the Seventh RBC Supplemental Confirmation (and together with the Tenth Citi Supplemental Confirmation, the "New Supplemental Confirmations").
In exchange for entering into the November 2025 A&R Citi Supplemental Confirmation, QH Hungary paid Citibank $3,246,816. Pursuant to the November 2025 A&R Citi Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to Citibank or the cash equivalent thereof, as described in more details in Item 6 below.
In exchange for entering into the November 2025 A&R RBC Supplemental Confirmation, QH Hungary paid RBC $2,164,547. Pursuant to the November 2025 A&R RBC Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to RBC or the cash equivalent thereof, as described in more details in Item 6 below.
In exchange for entering into the Tenth Citi Supplemental Confirmation, Citibank paid QH Hungary $1,699,801. Pursuant to the Tenth Citi Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to Citibank or the cash equivalent thereof, as described in more details in Item 6 below.
In exchange for entering into the Seventh RBC Supplemental Confirmation, RBC paid QH Hungary $1,133,241. Pursuant to the Seventh RBC Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to RBC or the cash equivalent thereof, as described in more details in Item 6 below.
After consummation of the transaction described above, QH Hungary remained the direct beneficial owner, of a total of 3,635,112 Shares and Gulf Hungary remained the indirect beneficial owner of the same 3,635,112 Shares. Gulf Hungary continues to be the direct beneficial owner of a separate 5,017 Shares. All 3,635,112 Shares directly owned by QH Hungary remain subject to the Shareholder Agreement (as defined in the Original Schedule 13D) to which QH Hungary also became a party by executing a joinder thereto.
This Amendment No. 39 is filed jointly by the Reporting Persons. All disclosure for items contained in the Original Schedule 13D is incorporated herein by reference, subject to being amended by the additional information provided for such item in this Amendment No. 39. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Original Schedule 13D.
Item 4 of the Original Schedule 13D is hereby amended to add the following:
This Amendment No. 39 relates to the November 2025 A&R Supplemental Confirmations and the New Supplemental Confirmations, the purpose of which is to facilitate the transactions contemplated thereby. These transactions were designed for QH Hungary to extend the settlement date in the case of the November 2025 A&R Supplemental Confirmations and, in the case of the New Supplemental Confirmations, raise financing while maintaining an opportunity to share in the Issuer's future growth. These transactions are described in further detail in Item 6 of this Amendment No. 39. |
| | Item 6 of the Original Schedule 13D is hereby amended to add the following:
The information contained in Item 3 and 4 of the Original Schedule 13D, as amended by this Amendment No. 39, is hereby incorporated by reference herein.
On November 25, 2025, QH Hungary entered into the November 2025 A&R Supplemental Confirmations and the New Supplemental Confirmations.
The November 2025 A&R Supplemental Confirmations
The Eighth Citi Supplemental Confirmation was reduced to, and covers a maximum aggregate amount of 192,200 Shares divided into 25 components of 7,688 Shares each. In exchange for amending and restating the Eighth Citi Supplemental Confirmation, QH Hungary paid Citibank $3,246,816 and delivered 45,000 Shares to Citibank.
The Fifth RBC Supplemental Confirmation was reduced to, and covers a maximum aggregate amount of 128,133 Shares divided into 17 components of 5,125 Shares each for a total 87,125 Shares and 8 components of 5,126 Shares each for a total of 41,008 Shares. In exchange for amending and restating the Fifth RBC Supplemental Confirmation, QH Hungary paid RBC $2,164,547 and delivered 30,000 Shares to RBC.
With respect to each of the November 2025 A&R Supplemental Confirmations, for each component, QH Hungary is obligated to deliver on the settlement date for such component determined based on the specified scheduled valuation date within the period from November 29, 2027 to January 3, 2028 either, at QH Hungary's option, (i) up to the maximum number of Shares of such component (such maximum number of Shares with respect to each component (the "Subject Number") based on the average market price of the Shares determined as described in the next paragraph or (ii) an amount of cash equivalent to the value of the Shares to be delivered in the preceding clause (i).
The number of Shares (or, at QH Hungary's option, the cash equivalent) to be delivered to the applicable bank on each settlement date of a component under the respective November 2025 A&R Supplemental Confirmation is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date, as reasonably determined by the applicable bank in accordance with the applicable VPF (the "Settlement Price") is equal to or less than $139.28 per Share (for purposes of this paragraph only, the "Forward Floor Price"), QH Hungary will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $153.21 per Share (for purposes of this paragraph only, the "Forward Cap Price"), QH Hungary will deliver to the applicable bank a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, QH Hungary will deliver to the applicable bank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price.
The New Supplemental Confirmations
The Tenth Citi Supplemental Confirmation covers a maximum aggregate amount of 13,900 Shares divided into 25 components of 556 Shares each. In exchange for entering into Tenth Citi Supplemental Confirmation, Citibank paid QH Hungary $1,699,801.
The Seventh RBC Supplemental Confirmation covers a maximum aggregate amount of 9,267 Shares divided into 17 components of 371 Shares each for a total of 6,307 Shares and 8 components of 370 Shares each for a total of 2,960 Shares. In exchange for entering into the Seventh RBC Supplemental Confirmation, RBC paid QH Hungary $1,133,241.
With respect to each of the New Supplemental Confirmations, for each component thereof, QH Hungary is obligated to deliver on the settlement date for such component determined based on the specified scheduled valuation date within the period from November 29, 2027 to January 3, 2028 either, at QH Hungary's option, (i) a number Shares up to Subject Number based on the average market price of the Shares determined as described in the next paragraph or (ii) an amount of cash equivalent to the value of the Shares to be delivered in the preceding clause (i).
The number of Shares (or, at QH Hungary's option, the cash equivalent) to be delivered to the applicable bank on each settlement date of a component under the respective New Supplemental Confirmation is to be determined as follows: (a) if Settlement Price is equal to or less than $139.28 per share (for purposes of this paragraph only, the "Forward Floor Price"), QH Hungary will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $153.21 per share (for purposes of this paragraph only, the "Forward Cap Price"), QH Hungary will deliver to the applicable bank a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, QH Hungary will deliver to the applicable bank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price. |