As filed with the U.S. Securities and Exchange
Commission on June 24, 2025
1933 Act File No. 333-284364
1940 Act File No. 811-23881
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
☒ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
☐
Pre-Effective Amendment No.
☒ Post-Effective
Amendment No. 2
and
☒ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
☒ Amendment
No. 3
SOUND POINT MERIDIAN CAPITAL, INC.
(Exact name of Registrant as specified in charter)
375 Park Avenue, 34th Floor
New York, NY 10152
(Address of Principal Executive Offices)
(212) 895-2293
(Registrant’s telephone number, including Area Code)
Wendy Ruberti
General Counsel
Sound Point Meridian Management Company, LLC
375 Park Avenue, 34th Floor
New York, NY 10152
(Name and address of agent for service)
Copies of Communications to:
Harry
S. Pangas
Philip
T. Hinkle
Dechert
LLP
1900
K Street, NW
Washington,
DC 20006 |
Dean
M. Colucci
R. Charles Miller
Alexander C. Pherson
Duane Morris LLP
1540 Broadway
New York, NY 10036
|
Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.
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Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. |
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Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan. |
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Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. |
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Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. |
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Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
It is proposed that this filing will become effective (check appropriate box):
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when declared effective pursuant to Section 8(c) of the Securities Act. |
If appropriate, check the following box:
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This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement]. |
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This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
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This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
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This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-284364. |
Check each box that appropriately characterizes the Registrant:
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Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)). |
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Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). |
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Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
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A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
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Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
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Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). |
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If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. |
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New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration
Statement on Form N-2 (File Nos. 333-284364 and 811-23881) (as amended prior to the date hereof, the “Registration Statement”)
of Sound Point Meridian Capital, Inc. (the “Registrant”) is being filed pursuant to Rule 462(d) under the Securities Act of
1933, as amended (the “Securities Act”), solely for the purpose of adding an exhibit to the Registration Statement. Accordingly,
this Post-Effective Amendment No. 2 consists only of a facing page, this explanatory note and Part C of the Registration Statement. This
Post-Effective Amendment No. 2 does not modify any other part of the Registration Statement and pursuant to Rule 462(d) under the Securities
Act, shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement
are hereby incorporated by reference.
PART C — OTHER INFORMATION
ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS
1. Financial Statements:
Included in Part A: Unaudited financial statements
of Registrant for the period ended September 30, 2024 incorporated by reference to the Registration Statement.
Included in Part B: Audited financial statements
of Registrant and related report of Independent Registered Public Accounting Firm. Unaudited financial statements of Registrant for the
period ended September 30, 2024. Audited financial statements of Sound Point Meridian Master Fund LP and related report of Independent
Auditors. Unaudited financial statements of Sound Point Meridian Master Fund LP for the period ended March 31, 2024.
2. Exhibits:
| (a)(1) |
|
Certificate
of Conversion** |
| (a)(2) |
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Amended and Restated Certificate of Incorporation+ |
| (a)(3) |
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Certificate
of Designation of 8.00% Series A Preferred Shares Due 2029***** |
| (b) |
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Bylaws** |
| (c) |
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Not applicable |
| (d) |
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Not applicable |
| (e) |
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Form
of Dividend Reinvestment Plan+ |
| (f) |
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Not applicable |
| (g) |
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Investment
Advisory Agreement, by and between Registrant and Sound Point Meridian Management Company, LLC*** |
| (h) |
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Not Applicable |
| (i) |
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Not applicable |
| (j) |
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Custody
Agreement, by and between the Registrant and The Bank of New York Mellon Trust Company, National Association*** |
| (k)(1) |
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Administration
Agreement, by and between the Registrant and Sound Point Administration LLC*** |
| (k)(2) |
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Services
Agreement, by and among the Registrant and ALPS Fund Services, Inc., SS&C GIDS, Inc., and DST Asset Manager Solutions, Inc.*** |
| (k)(3) |
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License
Agreement, by and between the Registrant and Sound Point Meridian Management Company, LLC*** |
| (k)(4) |
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Form
of Registration Rights Agreement by and among the Registrant and Certain Stockholders+ |
| (k)(5) |
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Purchase
Agreement by and among the Registrant, Sound Point Meridian Management Company, LLC, Sound Point Administration LLC and B. Riley
Principal Capital II, LLC, dated January 17, 2025***** |
| (k)(6) |
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Registration
Rights Agreement by and between the Registrant and B. Riley Principal Capital II, LLC, dated January 17, 2025***** |
| (l) |
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Opinion and Consent of Counsel**** |
| (m) |
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Not applicable |
| (n)(1) |
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Consent of Independent Registered Public Accounting Firm**** |
| (n)(2) |
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Consent of Independent Auditors**** |
| (n)(3) |
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Consent of Independent Registered Public Accounting Firm****** |
| (n)(4) |
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Consent of Independent Registered Public Accounting Firm******* |
| (o) |
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Not applicable |
| (p) |
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Not applicable |
| (q) |
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Not applicable |
| (r)(1) |
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Code
of Ethics of the Registrant*** |
| (r)(2) |
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Code
of Ethics of Sound Point Meridian Management Company, LLC+ |
| (s) |
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Power of Attorney***** |
| (t) |
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Filing
Fee Table***** |
| * |
Incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2, filed November 1, 2023. |
| ** |
Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2, filed April 15, 2024. |
| *** |
Incorporated by reference to Pre-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form N-2, filed on May 29, 2024. |
| **** |
Incorporated by reference to the Registrant’s Registration Statement on Form N-2, filed on March 7, 2025. |
| ***** |
Incorporated by reference to the Registrant’s Registration Statement on Form N-2, filed on January 21, 2025. |
| ****** |
Incorporated by reference to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2, filed on June
2, 2025 |
| ******* |
Filed herewith. |
| + |
Incorporated by reference to Pre-Effective Amendment No. 6 to the Registrant’s Registration Statement on Form N-2, filed June 11, 2024. |
ITEM 26. MARKETING ARRANGEMENTS
The information contained
under the heading “Selling Stockholder” in the prospectus that forms a part of this Registration Statement is
incorporated herein by reference.
ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
| SEC registration fee | |
$ | 3,828 | |
| FINRA filing fee | |
$ | 4,250 | |
| NYSE listing fee | |
$ | 6,000 | |
| Printing and postage | |
$ | 15,000 | |
| Legal fees and expenses | |
$ | 235,000 | |
| Accounting fees and expenses | |
$ | 75,000 | |
| Miscellaneous | |
$ | 10,922 | |
| Total | |
$ | 350,000 | |
Note:
Except for the SEC registration fee, the FINRA filing fee and the NYSE listing fee, all listed amounts are estimates.
ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
None.
ITEM 29. NUMBER OF HOLDERS OF SECURITIES
The following table sets forth
the number of record holders of each class of the Registrant’s securities as of January 17, 2025:
| Title of Class |
|
Number of
Record Holders |
|
| Common stock, par value $0.001 per share |
|
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19 |
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| Preferred stock, par value $0.001 per share |
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1 |
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ITEM 30. INDEMNIFICATION
As permitted by Section 102 of the General Corporation Law of the State of Delaware (the “DGCL”), the Registrant has adopted provisions in its certificate of incorporation that limit or eliminate the personal liability of its directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to the Registrant or its stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: any breach of the director’s duty of loyalty to the Registrant or its stockholders; any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or any transaction from which the director derived an improper personal benefit. These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission.
The Registrant’s certificate of incorporation and bylaws provide that all directors, officers, employees and agents of the Registrant shall be entitled to be indemnified by the Registrant to the fullest extent permitted by the DGCL, subject to the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”). Under Section 145 of the DGCL, the Registrant is permitted to offer indemnification to its directors, officers, employees and agents.
Section 145(a) of the DGCL provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of any other enterprise. Such indemnity may be against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person’s conduct was unlawful.
Section 145(b) of the DGCL provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of any other enterprise, against any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145(g) of the DGCL provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of any other enterprise, against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, regardless of whether the corporation would have the power to indemnify the person against such liability under the provisions of the law. We have obtained liability insurance for the benefit of our directors and officers.
The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Sound Point Meridian Management Company, LLC (the “Adviser”) and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the Investment Advisory Agreement or otherwise as an investment adviser of the Registrant.
The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Sound Point Administration LLC (the “Administrator”) and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Administrator’s services under the Administration Agreement or otherwise as administrator for the Registrant.
The Purchase Agreement will
provide that BRPC II agrees to indemnify and hold harmless each of the Registrant, the Adviser and the Administrator, and each of their
respective partners, directors, trustees, managers, members and stockholders (as the case may be), and each officer of the Registrant
who signs the Registration Statement and each person, if any, who controls the Registrant, the Adviser and/or the Administrator within
the meaning of either Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such
action or claim) insofar as such loss, claim, damage or liability arises out of or is based upon any written information relating to BRPC
II furnished to the Registrant expressly for use in the Registration Statement (or in the Registration Statement as amended by any post-effective
amendment hereof by the Registrant) or in the prospectus (or any supplement thereto) contained in this Registration Statement or any sales
material.
The Registrant has not entered into any indemnification agreements with its officers and directors.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
A description of any other business, profession, vocation or employment of a substantial nature in which the Adviser, and each managing director, director or executive officer of the Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled “Management” and “The Adviser and the Administrator.” Additional information regarding the Adviser and its officers and directors is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-129702), under the Investment Advisers Act of 1940, as amended, and is incorporated herein by reference.
ITEM 32. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of:
(1) the Registrant, Sound Point Meridian Capital, Inc., 375 Park Avenue, 34th Floor, New York, NY 10152;
(2) the Transfer Agent, SS&C GIDS, Inc., 4 Times Square, 6th Floor, New York, New York 10036;
(3) the Custodian, The Bank of New York Mellon Trust Company, National Association, 601 Travis Street, Houston, Texas 77002; and
(4) the Adviser, Sound Point Meridian Management Company, LLC, 375 Park Avenue, 34th Floor, New York, NY 10152.
ITEM 33. MANAGEMENT SERVICES
Not applicable.
ITEM 34. UNDERTAKINGS
1. The Registrant undertakes to suspend the offering
of shares until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines
more than ten percent from its net asset value as of the effective date of the registration statement or (2) the net asset value increases
to an amount greater than its net proceeds as stated in the prospectus.
2. Not applicable.
3. The Registrant undertakes:
| (a) | to file, during any period
in which offers or sales are being made, a post-effective amendment to the registration statement: |
| (1) | to include any prospectus required
by Section 10(a)(3) of the Securities Act; |
| |
(2) |
to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
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(3) |
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
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(b) |
that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; |
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(c) |
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
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(d) |
that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
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(1) |
in reliance on Rule 430B: |
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A. |
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
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B. |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
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(2) |
each prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
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(e) |
that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities: |
The undersigned Registrant undertakes
that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to
the purchaser:
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(1) |
any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act; |
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(2) |
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
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(3) |
the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
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(4) |
any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
4. The Registrant undertakes that:
| |
(a) |
for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and |
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(b) |
for purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. |
5. Not applicable.
6. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
7. The Registrant hereby undertakes to send by
first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request,
any prospectus or Statement of Additional Information.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective
Amendment No. 2 to its Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, in the State of New York, on the 24th day of June, 2025.
| |
SOUND POINT MERIDIAN CAPITAL, INC. |
| |
|
| |
By: |
/s/ Ujjaval Desai |
| |
Name: |
Ujjaval Desai |
| |
Title: |
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form N-2 has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
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| /s/ Ujjaval Desai |
|
Chief Executive Officer and Director |
|
June 24, 2025 |
| Ujjaval Desai |
|
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| |
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| /s/ Kevin Gerlitz |
|
Chief Financial Officer |
|
June 24, 2025 |
| Kevin Gerlitz |
|
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| /s/ Stephen J. Ketchum* |
|
Chair of the Board of Directors |
|
June 24, 2025 |
| Stephen J. Ketchum |
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| /s/ Douglas T. Healy* |
|
Director |
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June 24, 2025 |
| Douglas T. Healy |
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| |
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| /s/ Lana Lewin-Ross* |
|
Director |
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June 24, 2025 |
| Lana Lewin-Ross |
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| |
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|
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| /s/ Matthew Forstenhausler* |
|
Director |
|
June 24, 2025 |
| Matthew Forstenhausler |
|
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|
|
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*By: |
/s/ Andrea Sayago |
|
| |
Wendy Ruberti |
|
| |
Attorney-in-Fact pursuant to Power of Attorney |
