| (a) | This Amendment No. 2 (the "Amendment") to the Schedule 13D, originally filed on August 14, 2025 (the "Original Schedule 13D") and amended on August 18, 2025 (as amended, the "Schedule 13D"), is filed by Kingsway Fund - Frontier Consumer Franchises ("KFCF"), FCO2 Digital Ltd ("FCO2"), Kingsway Frontier Consumer Opportunities (FCO4) Growth Fund IV Ltd ("FCO4"), SP12 Digital Ltd ("SP12 Digital"), SP13 Digital Ltd ("SP13 Digital"), SP14 Digital Ltd. ("SP14 Digital"), and SP15 Digital Ltd ("SP15 Digital," together with KFCF, FCO2, FCO4, SP12 Digital, SP13 Digital, SP14 Digital, the "Funds"), Kingsway Capital Partners Limited ("KCPL"), the investment manager for the Funds, and Manuel Stotz, the Issuer's Executive Chairman of the Board of Directors ("Chairman") and Chief Executive Officer of KCPL. Except as set forth in this Amendment, the information in the Schedule 13D (as defined in Item 2) is unchanged
The term "Reporting Persons" hereinafter refers to KFCF, FCO2, FCO4, SP12 Digital, SP13 Digital, SP14 Digital, SP15 Digital, KCPL, and Mr. Stotz, collectively.
Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons previously filed a joint statement with the Original Schedule 13D.
Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following: Set forth on Schedule A attached hereto is the name, position, business address, present principal occupation or employment and citizenship of each director and executive officer of each Reporting Person that is not a natural person, and of each person controlling any such Reporting Person (and each director and executive officer of any entity ultimately in control of any such Reporting Person) (collectively, the "Schedule A Persons").
Mr. Stotz is the founder and Chief Executive Officer of KCPL and controls KCPL. KCPL is the investment manager of each of the Funds and, together with Mr. Stotz, exercises voting and investment power over the shares of Common Stock held by the Funds.
During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any Schedule A Person (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| | Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Funds acquired the Common Stock reported in the Schedule 13D on August 7, 2025 in the Issuer's private placement of securities pursuant to the Subscription Agreement, dated as of August 3, 2025, among the Issuer and the investors party thereto, for investment purposes. In connection with that transaction, Mr. Stotz was appointed Executive Chairman of the Issuer's Board of Directors (the "Board"). Following the transaction, the Issuer implemented its treasury strategy of acquiring and staking Gram (formerly known as Toncoin), the native digital asset of The Open Network. Mr. Stotz was elected as a director at the Issuer's 2026 annual meeting of stockholders held on June 9, 2026 and continues to serve as Executive Chairman of the Board.
On October 27, 2026, the Reporting Persons delivered an open letter (the "October Letter") to the Board. In the October Letter, the Reporting Persons, among other things, stated their view that the Common Stock trades at a significant discount to the Issuer's estimated treasury asset value per share and that larger and more immediate share repurchases would help close that discount and expressed concern regarding the Issuer's valuation and performance and the adequacy of the Board's engagement on the Issuer's capital allocation, leadership, strategy, stockholder engagement and Board processes and communication channels. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the October Letter, attached hereto as Exhibit 4 and incorporated herein by reference.
Prior to the date of this Amendment, Mr. Stotz, including in his capacity as Executive Chairman, and representatives of KCPL have communicated with the Board and members of the Issuer's management regarding the Issuer's capital allocation (including a share repurchase program), strategy, and stockholder engagement (including the rights of stockholders to call special meetings), and the Board's responses to these issues.
The Reporting Persons intend to continue to engage with the Board, members of the Issuer's management, other stockholders of the Issuer and other relevant parties regarding the matters described above and other matters relating to the Issuer, including the composition of the Board, the Issuer's strategic direction, leadership, capital allocation, governance and stockholder rights. Depending on various factors including the Issuer's financial and operating performance, industry conditions, market prices of the Common Stock, general economic and market conditions, regulatory and legal considerations and other relevant factors (including the Board's response to the October Letter), the Reporting Persons may, at any time and from time to time, determine to take such actions as they consider advisable in furtherance of their investment objectives.
Such actions may include, without limitation: (i) acquiring additional shares of Common Stock or other securities of the Issuer (including through open-market purchases, privately negotiated transactions, or derivative or other instruments); (ii) disposing of some or all of their holdings; (iii) seeking changes to the composition of the Board, which may include engaging in discussions with the Issuer regarding the size, composition and leadership of the Board and the addition, replacement or removal of directors, proposing or nominating director candidates (including for election at the Issuer's 2027 annual meeting of stockholders or at any special meeting of stockholders), and/or soliciting proxies or consents in support of such nominees or other proposals, in each case as permitted by the Issuer's governing documents and applicable law; (iv) proposing, evaluating, or engaging in discussions regarding strategic alternatives, extraordinary corporate transactions, or potential business combination or change-of-control transactions involving the Issuer; (v) proposing or advocating changes to the Issuer's strategy, operations, capital allocation (including share repurchases), dividend policy, capitalization, governance (including amendments to the Issuer's Articles of Incorporation or Bylaws and the rights of stockholders to call special meetings or act by written consent), leadership, management, or corporate structure; (vi) engaging with third parties (including other stockholders, potential partners, financing sources, or counterparties) regarding any of the foregoing; (vii) calling, or requesting that the Issuer call, a special meeting of stockholders, submitting stockholder proposals, or taking action by written consent, in each case to the extent permitted by the Issuer's governing documents and applicable law; and (viii) entering into customary confidentiality, engagement, advisory, financing, swap, derivative, or other arrangements in connection with evaluating or pursuing any of the foregoing.
The Reporting Persons are making the statements and taking the actions described in this Item 4 in their capacity as stockholders of the Issuer. Mr. Stotz is a director and the Executive Chairman of the Issuer, and nothing in this Amendment is intended to limit Mr. Stotz in the exercise of his fiduciary duties as a director and officer of the Issuer or to constitute a waiver of any right of any Reporting Person.
The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and may formulate, revise, or withdraw plans and proposals at any time.
Except as set forth in this Item 4, as of the date hereof, the Reporting Persons do not have any plan or proposal that relates to or would result in any of the transactions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. |
| (a) | On the date of this Amendment, KCPL, as investment manager of the Funds, and Mr. Stotz, as the Chief Executive Officer and control person of KCPL, may be deemed to indirectly beneficially own, and have shared voting and dispositive power over, an aggregate of 12,091,720 shares of Common Stock, which is approximately 21.96% of the Common Stock issued and outstanding, consisting of:
(1) 1,051,525 shares of Common Stock directly held by KFCF (or 1.91% of the Common Stock issued and outstanding);
(2) 2,797,608 shares of Common Stock directly held by FCO2 (or 5.08% of the Common Stock issued and outstanding);
(3) 2,297,678 shares of Common Stock directly held by FCO4 (or 4.17% of the Common Stock issued and outstanding);
(4) 333,144 shares of Common Stock directly held by SP12 Digital (or 0.60% of the Common Stock issued and outstanding);
(5) 3,690,399 shares of Common Stock directly held by SP13 Digital (or 6.70% of the Common Stock issued and outstanding);
(6) 1,437,739 shares of Common Stock directly held by SP14 Digital (or 2.61% of the Common Stock issued and outstanding); and
(7) 483,627 shares of Common Stock directly held by SP15 Digital (or 0.88% of the Common Stock issued and outstanding).
The calculation of the percentages of Common Stock beneficially owned is based on 55,071,989 shares of Common Stock issued and outstanding as of August 4, 2026, as reported on the cover page of the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 11, 2026.
The Reporting Persons' aggregate beneficial ownership percentage has increased from approximately 19.93% (as reported in Amendment No. 1 to the Schedule 13D, based on 60,321,341 shares outstanding) to approximately 21.96% solely as a result of the decrease in the number of outstanding shares of Common Stock. Other than the acquisition of 70,000 shares of Common Stock made on September 29, 2025 by FCO4, as reported on a Form 4 filed by Manuel Stotz, none of the Reporting Persons has acquired or disposed of any shares of Common Stock since August 7, 2025.
The shares reported above do not include 401,133 shares of Common Stock issuable upon exercise of a pre-funded warrant held by FCO4. |
