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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BowX Acquisition Corporation | NASDAQ:BOWX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.38 | 10.35 | 10.38 | 0 | 01:00:00 |
• | our financial and business performance; |
• | the continuing impact of the COVID-19 pandemic; |
• | delays in customers and prospective customers returning to the office and taking occupancy, or changes in the preferences of customers and prospective customers with respect to remote or hybrid working, as a result of the COVID-19 pandemic, leading to a parallel delay, or potentially permanent change, in receiving the corresponding revenue; |
• | our projected financial information, anticipated growth rate, and market opportunity; |
• | our ability to maintain the listing of our Class A Common Stock and warrants on the NYSE; |
• | our public securities’ potential liquidity and trading; |
• | our ability to raise additional capital in the future; |
• | our liquidity needs to operate our business and execute our strategy and related use of cash; |
• | our ability to realize the expected benefits from the Transactions (as defined below); |
• | the impact of the Transactions on the market price of our securities; |
• | litigation, including the outcome of any legal proceeding that may be instituted against us or others relating to the Transactions; |
• | the significant costs incurred by us in connection with the Transactions; |
• | the impact of foreign exchange rates on our financial performance; |
• | our ability to execute our restructuring plan relating to our business and our operating model; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business; |
• | the impact of the regulatory environment and complexities with compliance related to such environment; |
• | our ability to maintain an effective system of internal control over financial reporting; |
• | our ability to grow market share in our existing markets or any new markets we may enter; |
• | our ability to respond to changes in customer demand, geopolitical events or other disruptions, including the conflict in Ukraine, and general economic conditions, including rising interest rates, inflation, disruptions created by instability in the banking sector, and the impact of such conditions on WeWork and our customers; |
• | the health of the commercial real estate industry; |
• | risks associated with our real estate assets and increased competition in the commercial real estate industry; |
• | our ability to manage our growth effectively; |
• | our ability to achieve and maintain profitability in the future; |
• | our ability to access sources of capital, including debt financing and securitization funding to finance our real estate inventories and other sources of capital to finance operations and growth, and our ability to restructure, refinance, extend or repay our outstanding indebtedness; |
• | our ability to maintain and enhance our products and brand and to attract customers; |
• | our ability to manage, develop and refine our platform for managing and powering flexible work spaces and access to our customer base; |
• | the success of strategic relationships with third parties; |
• | the outcome of any known and unknown litigation and regulatory proceedings; |
• | the anticipated benefits of our partnerships with third parties; |
• | our expectations regarding our exits of underperforming locations, including the timing of any such exits and the ability to retain our members; and |
• | the impact of the Transactions on our U.S. federal income tax position, including the availability of utilizing our net operating losses to offset any taxes incurred in connection therewith. |
• | our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 29, 2023: |
• | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 10, 2023; |
• | our Current Reports on Form 8-K (other than any items, exhibits or portions thereof furnished to, rather than filed with, the SEC) filed with the SEC on January 4, 2023, February 7, 2023, February 17, 2023, February 21, 2023, March 17, 2023, April 3, 2023, April 6, 2023, April 7, 2023, April 17, 2023, April 18, 2023, April 24, 2023, May 2, 2023, May 8, 2023, May 11, 2023, May 16, 2023 and May 24, 2023; and |
• | a description of our Class A Common Stock and warrants set forth in a Form 8-A filed with the SEC on October 20, 2021. |
• | a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”); |
• | an affiliate of an interested stockholder; or |
• | an associate of an interested stockholder. |
• | our board of directors approves the transaction that made the stockholder an interested stockholder, prior to the date of the transaction; |
• | after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or |
• | on or subsequent to the date of the transaction, the transaction is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. |
Name of Selling Securityholder | | | Number Beneficially Owned Prior to Offering | | | Number Registered for Sale Hereby(1) | | | Number Beneficially Owned After Offering | | | Percent Owned After Offering |
Jefferies, LLC(2) | | | 4,103,210 | | | 4,056,710 | | | 46,500 | | | * |
Skyler Ventures Corp(3) | | | 4,860 | | | 4,860 | | | — | | | — |
Monango Home, Inc.(4) | | | 8,100 | | | 8,100 | | | — | | | — |
Beacon Enterprises Limited(5) | | | 115,830 | | | 115,830 | | | — | | | — |
Yorktown Holdings Limited(6) | | | 115,830 | | | 115,830 | | | — | | | — |
Sigma International FZC(7) | | | 64,800 | | | 64,800 | | | — | | | — |
Lombard International Assurance S.A.(8) | | | 8,100 | | | 8,100 | | | — | | | — |
Blue Ridge Private Holdings, LLC(9) | | | 324,000 | | | 324,000 | | | — | | | — |
Barclays Bank PLC(10) | | | 4,870 | | | 4,870 | | | — | | | — |
Six Street Labs, Inc.(11) | | | 3,061,000 | | | 1,461,000 | | | 1,600,000 | | | * |
Knighthead Distressed Opportunities Fund, L.P.(12) | | | 119,232 | | | 119,232 | | | — | | | — |
Knighthead Annuity & Life Assurance Company(12) | | | 696,276 | | | 696,276 | | | — | | | — |
Knighthead Master Fund, LP(12) | | | 712,638 | | | 712,638 | | | — | | | — |
Knighthead (NY) Fund, LP(12) | | | 294,354 | | | 294,354 | | | — | | | — |
Luis Santos Gestió, SL(13) | | | 32,400 | | | 32,400 | | | — | | | — |
Janefield Investments S.A.(14) | | | 157,788 | | | 157,788 | | | — | | | — |
Regalim Investments Limited Partnership(15) | | | 194,800 | | | 194,800 | | | — | | | — |
Jane Street Global Trading, LLC(16) | | | 421,197 | | | 354,456 | | | 66,741 | | | * |
Name of Selling Securityholder | | | Number Beneficially Owned Prior to Offering | | | Number Registered for Sale Hereby(1) | | | Number Beneficially Owned After Offering | | | Percent Owned After Offering |
Fosela Corporate LTD(17) | | | 2,430 | | | 2,430 | | | — | | | — |
ExodusPoint Partners Master Fund, LP(18) | | | 2,430,000 | | | 2,430,000 | | | — | | | — |
SDP Flagship Master Fund, L.P.(19) | | | 2,137,752 | | | 2,137,752 | | | — | | | — |
NBP Manager Fund, SPC on behalf of and for the Account of Segregated Portfolio 103(20) | | | 717,984 | | | 717,984 | | | — | | | — |
Slik(21) | | | 2,430 | | | 2,430 | | | — | | | — |
Roxstone International Limited(22) | | | 8,910 | | | 8,910 | | | — | | | — |
Alakon LTD(23) | | | 8,100 | | | 8,100 | | | — | | | — |
Fridolin Corp(24) | | | 8,100 | | | 8,100 | | | — | | | — |
Rodostar International Limited(25) | | | 4,050 | | | 4,050 | | | — | | | — |
M-Noble Inc.(26) | | | 3,240 | | | 3,240 | | | — | | | — |
Haim Shayo TTEE(27) | | | 16,200 | | | 16,200 | | | — | | | — |
EFFIQ LTD(28) | | | 324 | | | 324 | | | — | | | — |
Aqua Blue Ventures LTD(29) | | | 11,340 | | | 11,340 | | | — | | | — |
Marex Capital Markets Inc.(30) | | | 29,220 | | | 29,220 | | | — | | | — |
Flexshares ESG & Climate High Yield Corporate Core Index Fund(31) | | | 9,072 | | | 9,072 | | | — | | | — |
Flexshares High Yield Value-Scored Bond Index Fund(31) | | | 694,170 | | | 694,170 | | | — | | | — |
Northern Trust Investment Funds PLC(32) | | | 4,050 | | | 4,050 | | | — | | | — |
Millennium CMM, Ltd.(33) | | | 2,320,058 | | | 2,320,058 | | | — | | | — |
BondBloxx CCC-Rated USD High Yield Corporate Bond ETF(34) | | | 53,570 | | | 53,570 | | | — | | | — |
Conare Trading Corp(35) | | | 12,960 | | | 12,960 | | | — | | | — |
Canada Life Strategic Income Fund(36) | | | 1,154,190 | | | 1,154,190 | | | — | | | — |
IG Mackenzie High Yield Fixed Income Fund(37) | | | 487,000 | | | 487,000 | | | — | | | — |
IG Mackenzie Strategic Income Fund(37) | | | 136,360 | | | 136,360 | | | — | | | — |
IG Mackenzie Floating Rate Income Fund(37) | | | 1,224,318 | | | 1,224,318 | | | — | | | — |
iProfile™ Fixed Income Private Pool(37) | | | 879,522 | | | 879,522 | | | — | | | — |
Mackenzie Strategic Income Fund(38) | | | 1,098,672 | | | 1,098,672 | | | — | | | — |
Mackenzie North American Corporate Bond Fund(38) | | | 1,485,350 | | | 1,485,350 | | | — | | | — |
Mackenzie Floating Rate Income Fund(38) | | | 1,021,726 | | | 1,021,726 | | | — | | | — |
Mackenzie Unconstrained Fixed Income Fund(38) | | | 4,319,690 | | | 4,319,690 | | | — | | | — |
Mackenzie USD Unconstrained Fixed Income Fund(38) | | | 41,882 | | | 41,882 | | | — | | | — |
Mackenzie Diversified Alternatives Fund(38) | | | 36,038 | | | 36,038 | | | — | | | — |
Mackenzie Multi-Strategy Absolute Return Fund(38) | | | 23,276 | | | 23,276 | | | — | | | — |
Mackenzie Credit Absolute Return Fund(38) | | | 130,516 | | | 130,516 | | | — | | | — |
Mackenzie Corporate Bond Fund(38) | | | 511,350 | | | 511,350 | | | — | | | — |
Mackenzie Global High Yield Fixed Income ETF(38) | | | 308,758 | | | 308,758 | | | — | | | — |
Mackenzie Unconstrained Bond ETF(38) | | | 1,395,742 | | | 1,395,742 | | | — | | | — |
Mackenzie Floating Rate Income ETF(38) | | | 1,378,210 | | | 1,378,210 | | | — | | | — |
BOFA SECURITIES, INC.(39) | | | 3,240 | | | 3,240 | | | — | | | — |
Brookdale International Partners, L.P.(40) | | | 306,810 | | | 306,810 | | | — | | | — |
Brookdale Global Opportunity Fund(41) | | | 180,190 | | | 180,190 | | | — | | | — |
Taz Investments Corporation Ltd(42) | | | 324,000 | | | 324,000 | | | — | | | — |
Splavia Ltd(43) | | | 162,000 | | | 162,000 | | | — | | | — |
Diroxx Ltd(44) | | | 81,000 | | | 81,000 | | | — | | | — |
Teton Capital Partners LP C/O Anclient Art, L.P(45) | | | 32,145,808 | | | 32,142,000 | | | — | | | — |
Mercator Fund (Cayman Master) LP(46) | | | 21,088,074 | | | 21,088,074 | | | — | | | — |
Name of Selling Securityholder | | | Number Beneficially Owned Prior to Offering | | | Number Registered for Sale Hereby(1) | | | Number Beneficially Owned After Offering | | | Percent Owned After Offering |
Israel Discount Bank, on behalf of CIF 106262(47) | | | 4,212 | | | 4,212 | | | — | | | — |
Old Mission Capital LLC(48) | | | 44,804 | | | 44,804 | | | — | | | — |
Verde Directive Fund Ltd(49) | | | 820,108 | | | 820,108 | | | — | | | — |
Verde Alpha Fund Ltd(49) | | | 152,918 | | | 152,918 | | | — | | | — |
Bioland SA(50) | | | 29,220 | | | 29,220 | | | — | | | — |
Columbia Flexible Capital Income Fund, a series of Columbia Funds Series Trust II(51) | | | 1,506,600 | | | 1,506,600 | | | — | | | — |
Tri-Continental Corporation(51) | | | 972,000 | | | 972,000 | | | — | | | — |
ALPAR Limited(52) | | | 40,908 | | | 40,908 | | | — | | | — |
Leonteq Securities AG(53) | | | 82,400 | | | 32,400 | | | — | | | — |
Stephen Roberts (Jersey) Limited(54) | | | 32,400 | | | 32,400 | | | — | | | — |
Total | | | 92,101,761 | | | 90,755,488 | | | 1,346,273 | | | * |
* | Less than one percent. |
(1) | The amounts set forth in this column are the number of shares of Class A Common Stock that may be offered by each selling securityholder using this prospectus. These amounts do not represent any other shares of our Class A Common Stock that the selling securityholders may own beneficially or otherwise. |
(2) | Chao Chen, the trader of Jefferies, LLC, has voting and investment control over the Class A Common Stock held by Jefferies, LLC. The business address of Jefferies, LLC and Chao Chen is 520 Madison Avenue, New York, NY 10022. |
(3) | Maria Gabriela Chapur, a shareholder and director of Skyler Ventures Corp, has voting and investment control over the Class A Common Stock held by Skyler Ventures Corp. The business address of Skyler Ventures Corp and Maria Gabriela Chapur is Flemming House, Wickhams Cay, Road Town, Tortola, British Virgin Islands. |
(4) | Enrique Itriago Alfonzo, Cecilia Wallis De Itriago, Eduardo Itriago, Silvia Itriago, and Andreina Itriago are the directors of Monango Home Inc., and have voting and investment control over the Class A Common Stock held by Monango Home Inc. The business address of Monango Home Inc., Enrique Itriago Alfonzo, Cecilia Wallis De Itriago, Eduardo Itriago, Silvia Itriago, and Andreina Itriago is 303 Racquet Club Rd #103, Weston, FL 33326. |
(5) | Philippa Arnett-Willie and Nikia Woodside, authorized signatories, representing Baraterre Limited and Tarpumbay Limited, are the directors of Beacon Enterprises Limited, and have voting and investment control over the Class A Common Stock held by Beacon Enterprises Limited. The business address of Beacon Enterprises Limited, Philippa Arnett-Willie and Nikia Woodside is Trident Chambers, Wickhams Cay PO Box 146, Road Town, Tortola, British Virgin Island. The Class A Common Stock held by Beacon Enterprises Limited is held in trust for beneficiaries of P.C. Laskaridis. J.P. Morgan Trust Company (Bahamas) Limited acts as trustee of The Endurance Trust holding the Class A Common Stock held by Beacon Enterprises Limited. |
(6) | Philippa Arnett-Willie and Nikia Woodside, authorized signatories, representing Baraterre Limited and Tarpumbay Limited, are the directors of Yorktown Holdings Limited, and have voting and investment control over the Class A Common Stock held by Yorktown Holdings Limited. The business address of Yorktown Holdings Limited, Philippa Arnett-Willie and Nikia Woodside is Trident Chambers, Wickhams Cay PO Box 146, Road Town, Tortola, British Virgin Island. The Class A Common Stock held by Yorktown Holdings Limited is held in trust for beneficiaries of A.C. Laskaridis. J.P. Morgan Trust Company (Bahamas) Limited acts as trustee of The Birmingham Trust holding the Class A Common Stock held by Yorktown Holdings Limited. |
(7) | Kunaal Patawari and Sunil Kumar Agarwal, the shareholders of Sigma International FZC, have voting and investment control over the Class A Common Stock held by Sigma International FZC. The business address of Sigma International FZC, Kunaal Patawari and Sunil Kumar Agarwal is Sigma International FZC, A1-427, Ajman Free Zone, 6242, Ajman, UAE. |
(8) | The Managing Partners of Lombard International Assurance S.A. have voting and investment control over the Class A Common Stock held by Lombard International Assurance S.A. The business address of Lombard International Assurance S.A. is 4 Rue Lou Hemmer, Luxembourg L-1748. |
(9) | John A. Griffin, the Managing Member of Blue Ridge Private Holdings, LLC, has voting and investment control over the Class A Common Stock held by Blue Ridge Private Holdings, LLC. The business address of Blue Ridge Private Holdings, LLC and John A. Griffin is 2 Blue Hill Plaza, Third Level, Pearl River, NY 10965. |
(10) | Bob Douglass, the director of Barclays Bank PLC, has voting and investment control over the Class A Common Stock held by Barclays Bank PLC. The business address of Barclays Bank PLC and Bob Douglass is 745 7th Avenue, 2nd Floor, New York, NY 10019. |
(11) | Michael Heyward, the President of Six Street Labs, Inc. has voting and investment control over the Class A Common Stock held by Six Street Labs, Inc. The business address of Six Street Labs, Inc. and Michael Heyward is 990 Stewart Avenue, Suite 201, Garden City, NY 11530. |
(12) | Thomas Wagner and Ara Cohen, the Managing Members of Knighthead Capital Management, LLC, have voting and investment control over the Class A Common Stock held by Knighthead Distressed Opportunities Fund, LP, Knighthead Annuity & Life Assurance Company, Knighthead Master Fund, LP and Knighthead (NY) Fund, LP. The business address of Knighthead Distressed Opportunities Fund, LP, Knighthead Annuity & Life Assurance Company, Knighthead Master Fund, LP, Knighthead (NY) Fund, LP, Thomas Wagner and Ara Cohen is 280 Park Avenue, 22nd Floor, New York, NY 10017. |
(13) | Luis Alberto Santos Moral, the director of Luis Santos Gestió, SL, has voting and investment control over the Class A Common Stock held by Luis Santos Gestió, SL. The business address Luis Santos Gestió, SL and Luis Alberto Santos Moral is C/Ciutat Pubilla de la Sardana, nº 43 Casa 6, Encamp, Andorra AD200. |
(14) | Samuel Sevilla Benrey, the sole shareholder for Janefield Investments S.A., has voting and investment control over the Class A Common Stock held by Janefield Investments S.A. The business address of Janefield Investments S.A. and Samuel Sevilla Benrey is 2DO Piso, Torre Humboldt Calle 53 Este Marbella, Panama 081909132. |
(15) | Carl Sacal Micha, the sole director of Regalim Investments, has voting and investment control over the Class A Common Stock held by Regalim Investments. The business address of Regalim Investments and Carl Sacal Micha is 1 Place Ville Marie, Suite 2901, Montreal, Quebec, Canada H3B 0E9. |
(16) | Michael A. Jenkins and Robert. A. Granieri, the members of the Operating Committee of Jane Street Group, LLC, have voting and investment control over the Class A Common Stock held by Jane Street Global Trading, LLC. The business address of Jane Street Global Trading, LLC, Michael A. Jenkins and Robert. A. Granieri is 250 Vesey Street, New York, NY, 10281. Jane Street Global Trading, LLC is a wholly owned subsidiary of Jane Street Group, LLC. |
(17) | José Lysobycki, the director and owner of Fosela Corporate LTD, has voting and investment control over the Class A Common Stock held by Fosela Corporate LTD. The business address of Fosela Corporate LTD and José Lysobycki is Flemming House 662, Wickhams Cay, Road Town, Tortola, British Virgin Islands. |
(18) | ExodusPoint Capital Management, LP acts as the investment manager to ExodusPoint Partners Master Fund, LP. Michael Gelband and Hyung Lee, the co-founders and Co-Chief Executive Officers of ExodusPoint Capital Management, LP, have voting and investment control of the Class A Common Stock held by ExodusPoint Partners Master Fund, LP. The business address of ExodusPoint Partners Master Fund, LP, Michael Gelband and Hyung Lee is 190 Elgin Avenue, George Town, Grant Cayman, Cayman Islands KY1-9008. |
(19) | Sentinel Dome Partners, LLC serves as the investment advisor and subadvisor to SDP Flagship Master Fund, LP (“SDP Flagship”) and NBP Manager Fund, SPC on behalf of and for the Account of Segregated Portfolio 103 (“N103”), respectively. Qazi Munirul Alam, the Chief Executive Officer and Chief Investment Officer of Sentinel Dome Partners, LLC, has voting and investment control over the Class A Common Stock held by SDP Flagship and N103. The business address of Sentinel Dome Partners, LLC, SDP Flagship and Qazi Munirul Alam is 1350 Bayshore Hwy, Suite 905, Burlingame, CA 94010. |
(20) | Sentinel Dome Partners, LLC serves as the investment advisor and subadvisor to SDP Flagship Master Fund, LP (“SDP Flagship”) and NBP Manager Fund, SPC on behalf of and for the Account of Segregated Portfolio 103 (“N103”), respectively. Qazi Munirul Alam, the Chief Executive Officer and Chief Investment Officer of Sentinel Dome Partners, LLC, has voting and investment control over the Class A Common Stock held by SDP Flagship and N103. The business address of Sentinel Dome Partners, LLC, SDP Flagship and Qazi Munirul Alam is 1350 Bayshore Hwy, Suite 905, Burlingame, CA 94010. |
(21) | Helmores Wealth Trust Co LTD is the general partner of Slik. Peter Wyllie, the sole director of Helmores Wealth Trust Co LTD, and has voting and investment control over the Class A Common Stock held by Slik. The business address of Slik, Helmores Wealth Trust Co LTD and Peter Wyllie is 65 Shadbolt Lane, Rolleston, New Zealand 7614. |
(22) | Caterina Garibaldi, the director of Roxstone International Limited, has voting and investment control over the Class A Common Stock held by Roxstone International Limited. The business address of Roxstone International Limited and Caterina Garibaldi is 5th FL Ritter, Wickhams Cay II, Box 3175, Road Town, Tortola, British Virgin Islands. |
(23) | Estela Martinez Arrieta, the director of Alakon Ltd, has voting and investment control over the Class A Common Stock held by Alakon Ltd. The business address of Alakon Ltd and Estela Martinez Arrieta is 133 Higham Road, N17 6NU, London, United Kingdom. |
(24) | Horacio Alfredo Areco, the director of Fridolin Corp, has voting and investment control over the Class A Common Stock held by Fridolin Corp. The business address of Fridolin Corp and Horacio Alfredo Areco is No. 5 Cork Street 2204, Belize, Bahrain. |
(25) | Gonzalo Dassum, the director of Rodostar International Limited, has voting and investment control over the Class A Common Stock held by Rodostar International Limited. The business address of Rodostar International Limited and Gonzalo Dassum is Winterbotham Place Mailboroug and Queen Streets, CB 1134, Nassau, Burkina Faso. |
(26) | Ruben Ayala, the authorized individual signer of M-noble Inc., has voting and investment control over the Class A Common Stock held by M-noble Inc. The business address of M-noble Inc. and Ruben Ayala is Calle 50 Y 57 Este Obarrio, Panama. |
(27) | Haim Shayo, the trustee of Haim Shayo TTEE, has voting and investment control over the Class A Common Stock held by Haim Shayo TTEE. The business address of Haim Shayo TTEE and Haim Shayo is 981 E 24th St, Brooklyn, NY 11210-3611. |
(28) | Daniel Roy Furmandvich, the director of Effiq Ltd, has voting and investment control over the Class A Common Stock held by Effiq Ltd. The business address of Effiq Ltd and Daniel Roy Furmandvich is 21385 Marina Cove Circle E13, Aventura, FL 33180-3533. |
(29) | Simon Tache Galante and Sharon Sarshalom Alkotzer, the authorized persons and beneficial owners of Aqua Blue Ventures Ltd, have voting and investment control over the Class A Common Stock held by Aqua Blue Ventures Ltd. The business address of Aqua Blue Ventures Ltd, Simon Tache Galante and Sharon Sarshalom Alkotzer is Wickams Cay No. 662, Road Town, Tortola, British Virgin Islands. |
(30) | Marex Capital Markets Inc. has voting and investment control over the Class A Common Stock. The board of directors of Marex Capital Markets Inc. is composed of more than two individuals, none of which has sole decision power. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of the board of directors, none of the directors of Marex Capital Markets Inc. is deemed to be a beneficial owner of the shares. The business address of Marex Capital Markets Inc. is 140 E 45th Street, Floor 10, New York, NY 10017. |
(31) | Eric Williams and Chaitanya Mandavakuriti, the portfolio managers of Flexshares ESG & Climate High Yield Corporate Core Index Fund and Flexshares High Yield Value-Scored Bond Index Fund, have voting and investment control over the Class A Common Stock held by Flexshares ESG & Climate High Yield Corporate Core Index Fund and Flexshares High Yield Value-Scored Bond Index Fund. The business address of Flexshares ESG & Climate High Yield Corporate Core Index Fund, Flexshares High Yield Value-Scored Bond Index Fund, Eric Williams and Chaitanya Mandavakuriti is 50 South LaSalle Street, Chicago, IL 60603. |
(32) | Eric Williams, the portfolio manager of Northern Trust Investment Funds plc, has voting and investment control over the Class A Common Stock held by Northern Trust Investment Funds plc. The business address of Northern Trust Investment Funds plc and Eric Williams is George’s Court, 54-62 Townsend Street, Dublin, Ireland. |
(33) | In addition to the shares of Class A Common Stock being registered for sale hereby, as of the close of business on April 26, 2023, affiliates of Millennium CMM, Ltd., the selling stockholder, beneficially owned the following: (i) 95,891 shares of Class A Common Stock held by Integrated Core Strategies (US) LLC (consisting of: (a) 52,129 shares of Class A Common Stock and (b) 43,762 shares of Class A Common Stock (which are issuable upon exercise of certain warrants); (ii) 260,000 shares of Class A Common Stock held by ICS Opportunities, Ltd. (which are issuable upon exercise of certain warrants); and (iii) 7,076 shares of Class A Common Stock held by Integrated Assets III LLC. Integrated Core Strategies (US) LLC, ICS Opportunities, Ltd. and Integrated Assets III LLC are affiliates of Millennium CMM, Ltd., the selling stockholder. The securities listed above may be deemed to be beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Israel Englander and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to the beneficial ownership of the securities held by such entities. The address for Millennium CMM, Ltd. is 399 Park Avenue, New York, New York 10022. |
(34) | BondBloxx CCC-Rated USD High Yield Corporate Bond ETF is managed by BondBloxx Investment Management Corp. Elya Schwartzman, the Chief Investment Officer of BondBloxx Investment Management Corp., has voting and investment control over the Class A Common Stock held by BondBloxx CCC-Rated USD High Yield Corporate Bond ETF. The business address of BondBloxx CCC-Rated USD High Yield Corporate Bond ETF, BondBloxx Investment Management Corp. and Elya Schwartzman is 700 Larkspur Landing Circle, Suite 250, Larkspur, CA 94939-1715. |
(35) | Marco Taschini and Juan Narciso, the directors of Conare Trading Corp, have voting and investment control over the Class A Common Stock held by Conare Trading Corp. The business address of Conare Trading Corp, Marco Taschini and Juan Narciso is 7590 NW 53rd Street, Suite 337, Miami, FL 33166. |
(36) | Canada Life Strategic Income Fund is managed by Mackenzie Financial Corporation. Daniel Cooper, the Portfolio Manager of Mackenzie Financial Corporation, has voting and investment control over the Class A Common Stock held by Canada Life Strategic Income Fund. The business address of Canada Life Strategic Income Fund, Mackenzie Financial Corporation and Daniel Cooper is 255 Dufferin Avenue, London, Ontario, Canada N6A 4K1. |
(37) | IG Mackenzie High Yield Fixed Income, IG Mackenzie Strategic Income Fund and iProfile™ Fixed Income Private Pool are managed by Mackenzie Financial Corporation. Daniel Cooper, the Portfolio Manager of Mackenzie Financial Corporation, has voting and investment control over the Class A Common Stock held by IG Mackenzie High Yield Fixed Income, IG Mackenzie Strategic Income Fund and iProfile™ Fixed Income Private Pool. The business address of IG Mackenzie High Yield Fixed Income, IG Mackenzie Strategic Income Fund, IG Mackenzie Floating Rate Income Fund, iProfile™ Fixed Income Private Pool, Mackenzie Financial Corporation and Daniel Cooper is 447 Portage Ave, Winnipeg, Manitoba, Canada R3B 3H5. |
(38) | Mackenzie Strategic Income Fund, Mackenzie North American Corporate Bond Fund, Mackenzie Floating Rate Income Fund, Mackenzie Unconstrained Fixed Income Fund, Mackenzie USD Unconstrained Fixed Income Fund, Mackenzie Diversified Alternatives Fund, Mackenzie Multi-Strategy Absolute Return Fund, Mackenzie Credit Absolute Return Fund, Mackenzie Corporate Bond Fund, Mackenzie Global High Yield Fixed Income ETF, Mackenzie Unconstrained Bond ETF and Mackenzie Floating Rate Income ETF are managed by Mackenzie Financial Corporation. Daniel Cooper, the Portfolio Manager of Mackenzie Financial Corporation, has voting and investment control over the Class A Common Stock held by Mackenzie Strategic Income Fund, Mackenzie North American Corporate Bond Fund, Mackenzie Floating Rate Income Fund, Mackenzie Unconstrained Fixed Income Fund, Mackenzie USD Unconstrained Fixed Income Fund, Mackenzie Diversified Alternatives Fund, Mackenzie Multi-Strategy Absolute Return Fund, Mackenzie Credit Absolute Return Fund, Mackenzie Corporate Bond Fund, Mackenzie Global High Yield Fixed Income ETF, Mackenzie Unconstrained Bond ETF and Mackenzie Floating Rate Income ETF. The business address of Mackenzie Strategic Income Fund, Mackenzie North American Corporate Bond Fund, Mackenzie Floating Rate Income Fund, Mackenzie Unconstrained Fixed Income Fund, Mackenzie USD Unconstrained Fixed Income Fund, Mackenzie Diversified Alternatives Fund, Mackenzie Multi-Strategy Absolute Return Fund, Mackenzie Credit Absolute Return Fund, Mackenzie Corporate Bond Fund, Mackenzie Global High Yield Fixed Income ETF, Mackenzie Unconstrained Bond ETF, Mackenzie Floating Rate Income ETF, Mackenzie Financial Corporation and Daniel Cooper is 180 Queen Street West, Toronto, Ontario, Canada M5V 3K1. |
(39) | Michael E. Knight, the Managing Director of BofA Securities, Inc., has voting and investment control over the Class A Common Stock held by BofA Securities, Inc. The business address of BofA Securities, Inc. and Michael E. Knight is Two Bryant Part, 5th Floor, New York, NY 10036 Attn: Corporate Action/Reorg. |
(40) | Andrew Weiss is the manager of WAM GP LLC, which is the general partner of Weiss Asset Management LP, the investment manager of Brookdale International Partners, L.P. (“BIP”). WAM GP LLC is also the Manager of BIP GP LLC, the general partner of BIP. Andrew Weiss has voting and dispositive power with respect to securities held by BIP. Each of the parties in this footnote disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest the party may have therein. The business address of BIP Weiss Asset Management LP, WAM GP LLC and Andrew Weiss is c/o Weiss Asset Management LP, 222 Berkeley Street, 16th FL, Boston, MA 02116. |
(41) | Andrew Weiss is the manager of WAM GP LLC, which is the general partner of Weiss Asset Management LP, the investment manager of Brookdale Global Opportunity Fund (“BGO”). Andrew Weiss has voting and dispositive power with respect to securities held by BGO. Each of the parties in this footnote disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest the party may have therein. The business address of BGO, Weiss Asset Management LP, WAM GP LLC and Andrew Weiss is c/o Weiss Asset Management LP, 222 Berkeley Street, 16th FL, Boston, MA 02116. |
(42) | Panayiotis Klerides, the lead director of Taz Investments Corporation Ltd, has voting and investment control over the Class A Common Stock held by Taz Investments Corporation Ltd. The business address of Taz Investments Corporation Ltd and Panayiotis Klerides is 23 Kennedy Avenue Globe House, 4th floor, Nicosia, Cyprus 1075. |
(43) | Gabriela Petrides, the lead director of Splavia Ltd, has voting and investment control over the Class A Common Stock held by Splavia Ltd. The business address of Splavia Ltd and Gabriela Petrides is 23 Kennedy Avenue Globe House, 4th floor, Nicosia, Cyprus 1075. |
(44) | Gabriela Petrides, the lead director of Diroxx Ltd, has voting and investment control over the Class A Common Stock held by Diroxx Ltd. The business address of Diroxx Ltd and Gabriela Petrides is 23 Kennedy Avenue Globe House, 4th floor, Nicosia, Cyprus 1075. |
(45) | Ancient Art, L.P., a Texas limited partnership, is the investment manager to Teton Capital Partners, L.P. Trango II, LLC a Texas limited liability company, as the general partner of Ancient Art, LP. Quincy J. Lee, the principal of Trango II, LLC, has voting and investment control over the Class A Common Stock held by Teton Capital Partners LP. The business address of Teton Capital Partners LP is 500 West 5th Street, Suite 1110, Austin, TX 78701 c/o Ancient Art, L.P. , Trango II, LLC and Quincy J. Lee. |
(46) | Mercator Fund (Cayman Master) LP is managed by Sycale Advisors (NY) LLC. Jared B. Friedberg, the sole member of Sycale Advisors (NY) LLC, has voting and investment control over the Class A Common Stock held by Mercator Fund (Cayman Master) LP. The business address of Mercator Fund (Cayman Master) LP and Jared B. Friedberg is 505 Park Ave, Suite 401, New York, NY 10022. |
(47) | JALODI GLOBAL INC, the client of Israel Discount Bank, has voting and investment control over the Class A Common Stock held by Israel Discount Bank on behalf of CIF 106262. The business address of Israel Discount Bank and JALODI GLOBAL INC is 1114 Avenue of the Americas, New York, NY 10036. |
(48) | Old Mission Capital LLC is managed by Old Mission Group LLC, a Delaware limited liability company. Josef Guzowski, the Chief Executive Officer of Old Mission Group LLC, has voting and investment control over the Class A Common Stock held by Old Mission Capital LLC. The business address of Old Mission Capital LLC and Josef Guzowski is 1 N Dearborn St., Chicago, IL 60602. |
(49) | Verde Director Fund Ltd and Verde Alpha Fund Ltd are managed by Verde Servicos Internacionais S.A. Luis Stuhlberger, the Chief Investment Officer of Verde Servicos Internacionais S.A. has voting and investment control over the Class A Common Stock held by Verde Director Fund Ltd and Verde Alpha Fund Ltd. The business address of Verde Director Fund Ltd, Verde Alpha Fund Ltd and Luis Stuhlberger is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009. |
(50) | Victor Folch, the president and owner of Bioland S.A., has voting and investment control over the Class A Common Stock held by Bioland S.A. The business address of Bioland S.A. and Victor Folch is Nunez 2422, Piso 8 Depto 812, Caba, Argentina 1429. |
(51) | The investment advisor to Columbia Flexible Capital Income Fund and Tri-Continental Corporation is Columbia Management Investment Advisers, LLC. David King, the portfolio manager of Columbia Management Investment Advisers, LLC, may be deemed to have voting and investment control over the Class A Common Stock held by Columbia Flexible Capital Income Fund and Tri-Continental Corporation. The business address of Columbia Flexible Capital Income Fund, a series of Columbia Funds Series Trust II, Tri-Continental Corporation, Columbia Management Investment Advisers, LLC and David King is 290 Congress Street, Boston, MA 02210. |
(52) | Artur da Rocha Corrêa Fernandes, the director of ALPAR Limited, has voting and investment control over the Class A Common Stock held by ALPAR Limited. The business address of ALPAR Limited and Artur da Rocha Corrêa Fernandes is Trident Chambers #146, Road Town, Tortola, British Virgin Islands. |
(53) | Vincenzo Fattorusso, the Head of Collateral & Network Management of Leonteq Securities AG, has voting and investment control over the Class A Common Stock held by Leonteq Securities AG. The business address of Leonteq Securities AG and Vincenzo Fattorusso is Europaallee 39, Zurich, Switzerland. |
(54) | Stephen Roberts, the sole director of Stephen Roberts (Jersey) Limited, has voting and investment control over the Class A Common Stock held by Stephen Roberts (Jersey) Limited. The business address of Stephen Roberts (Jersey) Limited and Stephen Roberts is Mont du Gouray, Grouville, Jersey. |
• | on the NYSE, in the over-the-counter market or on any other national securities exchange on which our securities are listed or traded; |
• | in privately negotiated transactions; |
• | in underwritten transactions; |
• | in a block trade in which a broker-dealer will attempt to sell the offered securities as agent but may purchase and resell a portion of the block as principal to facilitate the transaction; |
• | through purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus; |
• | in ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | through the writing of options (including put or call options), whether the options are listed on an options exchange or otherwise; |
• | through the distribution for value of the securities by any selling securityholder to its partners, members, stockholders or other equityholders; |
• | in short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
• | by pledge to secured debts and other obligations; |
• | to or through underwriters or agents; |
• | “at the market” or through market makers or into an existing market for the securities; |
• | delayed delivery arrangements; |
• | through trading plans entered into pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | through a combination of any of the above methods of sale ;or |
• | any other method permitted pursuant to applicable law. |
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