Filing Details

The principal business address of the Reporting Persons is 420 Lexington Avenue, Suite 1626, New York, NY 10170

The Master Fund is a private investment vehicle. The principal business of the Master Fund GP is serving as the general partner of the Master Fund. The principal business of the Adviser is serving as the investment manager of the Master Fund and the Accounts. The principal business of the Adviser GP is serving as the general partner of the Adviser. The principal occupation of Mr. Bagaria is serving as the President and Chief Investment Officer of the Adviser. The principal occupation of Mr. Dutton is serving as the Chief Financial Officer and Chief Compliance Officer of the Adviser.

No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

The Master Fund is organized under the laws of Cayman Islands. The Master Fund GP is organized under the laws of the State of Delaware. The Adviser is organized under the laws of the State of Delaware. The Adviser GP is organized under the laws of the State of Delaware. Messrs. Bagaria and Dutton are citizens of the United States of America.

The Shares purchased by the Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 4,176,672 Shares owned directly by the Master Fund is approximately $41,664,113, including brokerage commissions. The Shares held in the Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,507,160 Shares held in the Accounts is approximately $26,511,258, including brokerage commissions. The Shares directly owned by Mr. Bagaria were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 349,547 Shares owned directly by Mr. Bagaria is approximately $2,684,998, including brokerage commissions. The Shares directly owned by Mr. Dutton were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,305 Shares owned directly by Mr. Dutton is approximately $42,172, including brokerage commissions.

The Reporting Person purchased the Shares based on the Reporting Person's belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to increase or decrease its position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable. The Reporting Person intends to engage in discussions with the Issuer's board of directors (the "Board") and management team regarding a variety of matters relating to the Issuer, including enhancing the Issuer's corporate governance (including through potential changes to the composition of the Board). The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management team and the Board, price levels of the Shares, conditions in the securities markets, general economic and industry conditions, and other investment opportunities available to the Reporting Person, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with the Issuer, stockholders of the Issuer or other third parties about the Issuer and the Reporting Person's investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses or assets, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition), or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative transactions, or changing its intention with respect to any and all matters referred to in Item 4.

The aggregate percentage of Shares reported owned by each person named herein is based upon 85,950,493 shares outstanding, as of January 13, 2025, as reported in the Issuer's Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission on January 14, 2025. As of the date hereof, the Master Fund owned directly 4,176,672 Shares, constituting approximately 4.9% of the Shares outstanding. By virtue of their relationships with the Master Fund, each of the Master Fund GP, the Adviser, the Adviser GP, and Messrs. Bagaria and Dutton, may be deemed to beneficially own the Shares owned by the Master Fund. As of the date hereof, 1,507,160 Shares were held in the Accounts, constituting approximately 1.8% of the Shares outstanding. As investment manager of the Accounts, the Adviser may be deemed to beneficially own the Shares held in the Accounts. By virtue of their relationships with the Adviser, each of the Adviser GP, and Messrs. Bagaria and Dutton, may be deemed to beneficially own the Shares held in the Accounts. As of the date hereof, Mr. Bagaria owned directly 349,547 Shares, constituting less than 1% of the Shares. As of the date hereof, Mr. Dutton owned directly 3,305 Shares, constituting less than 1% of the Shares. The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

By virtue of their relationships, each of the Master Fund, Master Fund GP, the Adviser, the Adviser GP, and Messrs. Bagaria and Dutton, may be deemed to have shared power to vote and dispose of the Shares owned directly by the Master Fund. By virtue of their relationships, each of the Adviser, the Adviser GP, and Messrs. Bagaria and Dutton, may be deemed to have shared power to vote and dispose of the Shares held in the Accounts. Mr. Bagaria may be deemed to have sole power to vote and dispose of the Shares owned directly by him. Mr. Dutton may be deemed to have sole power to vote and dispose of the Shares owned directly by him.

The transactions in the securities by the Reporting Persons during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

Not applicable.

On February 25, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

1 - Transactions in Securities 99.1 - Joint Filing Agreement, dated February 25, 2025