As filed with the Securities
and Exchange Commission on May 11, 2023
Registration
Statement No. 333-269763
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4 to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROC Energy Acquisition Corp.
(Exact Name of Registrant as Specified
in Its Charter)
Delaware |
6770 |
87-2488708 |
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
16400 Dallas Parkway
Dallas, TX 75248
(972) 392-6180
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Daniel Jeffrey Kimes
Chief Executive
Officer
16400 Dallas Parkway
Dallas, TX 75248
(972) 392-6180
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
|
Copies
to: |
|
Michael
J. Blankenship |
R. Wayne
Prejean |
William
S. Anderson |
Winston &
Strawn LLP |
Drilling
Tools International Holdings, Inc. |
Benjamin
J. Martin |
800 Capitol
Street |
3701
Briarpark Drive |
Troy
L. Harder |
Suite 2400 |
Suite 150 |
Bracewell
LLP |
Houston,
TX 77002 |
Houston,
TX 77042 |
711 Louisiana
Street |
(713)
651-2678 |
(972)
392-6180 |
Suite 2300 |
|
|
Houston,
TX 77002 |
|
|
(713)
223 2300 |
Approximate
date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement
becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus/consent solicitation
statement.
If the securities being registered
on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction
G, check the following box. ¨
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
¨ |
Accelerated filer |
¨ |
Non-accelerated filer |
x |
Smaller reporting company |
x |
|
|
Emerging growth company |
x |
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 the Securities Act. ¨
If applicable, place an X in the box to designate
the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer
Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer) ¨
The Registrant hereby
amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date
as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
ROC Energy Acquisition Corp. is filing this Amendment No. 4 to
its registration statement on Form S-4 (File No. 333-269763) (the ‘‘Registration Statement”) as an exhibits-only
filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration
Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is
unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN
ROSPECTUS
Item 21. Exhibits and Financial Statement
Schedules
(a) Exhibits:
Exhibit |
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Number |
|
Description |
2.1** |
|
Business
Combination Agreement and Plan of Reorganization, dated as of February 13, 2023, by and among ROC Energy Acquisition Corp.,
Merger Sub and Drilling Tools International Holdings, Inc. (included as Annex A to the proxy statement/prospectus/consent solicitation
statement included in this Registration Statement). |
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3.1
** |
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Amended
and Restated Certificate of Incorporation of ROC Energy Acquisition Corp. (incorporated by reference to Exhibit 3.1 to ROC Energy
Acquisition Corp.’s Current Report on Form 8-K (File No. 001-41103) filed with the SEC on December 7, 2021). |
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3.2 ** |
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Form of Amended and Restated Certificate of Incorporation
of PubCo (included as Annex B to the proxy statement/prospectus/consent solicitation statement included in this Registration Statement). |
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3.3 ** |
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Bylaws of ROC Energy Acquisition Corp. (incorporated
by reference to Exhibit 3.3 to ROC Energy Acquisition Corp.’s Registration Statement on Form S-1 (File No. 333-260891)
filed with the SEC on November 9, 2021). |
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3.4 ** |
|
Form of Bylaws of PubCo (incorporated by reference
to Exhibit 3.4 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation Statement on Form S-4
(File No. 333-269763) filed with the SEC on February 14, 2023). |
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4.1 ** |
|
Specimen Unit Certificate of ROC Energy Acquisition
Corp. (incorporated by reference to Exhibit 4.1 to ROC Energy Acquisition Corp.’s Registration Statement on Form S-1/A
(File No. 333-260891) filed with the SEC on November 15, 2021). |
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4.2 ** |
|
Specimen Common Stock Certificate of ROC Energy Acquisition
Corp. (incorporated by reference to Exhibit 4.2 to ROC Energy Acquisition Corp.’s Registration Statement on Form S-1/A
(File No. 333-260891) filed with the SEC on November 15, 2021). |
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4.3 ** |
|
Specimen Rights Certificate of ROC Energy Acquisition
Corp. (incorporated by reference to Exhibit 4.3 to ROC Energy Acquisition Corp.’s Registration Statement on Form S-1/A
(File No. 333-260891) filed with the SEC on November 15, 2021) |
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4.4 ** |
|
Rights Agreement, dated December 1, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1
to ROC Energy Acquisition Corp.’s Current Report on Form 8-K (File No. 001-41103) filed with the SEC on December 7,
2021). |
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5.1** |
|
Opinion of Winston & Strawn LLP with respect
to the legality of the securities being registered (incorporated by reference to Exhibit 5.1 to ROC Energy Acquisition Corp.’s
Proxy Statement / Prospectus / Consent Solicitation Statement on Form S-4 (File No. 333-269763) filed with the SEC on February 14,
2023). |
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8.1 |
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Opinion of Bracewell LLP regarding certain U.S. tax
matters. |
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10.1 † |
|
Form of 2023 Omnibus Incentive Plan (included
as Annex C to the proxy statement/prospectus/ consent solicitation statement included in this Registration Statement). |
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10.2 ** |
|
Letter Agreement, dated December 1, 2021, by and
among ROC Energy Acquisition Corp., its officers and directors and our Sponsor (incorporated by reference to Exhibit 10.1 to
ROC Energy Acquisition Corp.’s Current Report on Form 8-K (File No. 001-41103) filed with the SEC on December 7,
2021). |
Exhibit |
|
|
Number |
|
Description |
10.3 ** |
|
Investment Management Trust Agreement, dated December 1,
2021, by and between ROC Energy Acquisition Corp. and Continental Stock Transfer & Trust Company, as trustee (incorporated
by reference to Exhibit 10.2 to ROC Energy Acquisition Corp.’s Current Report on Form 8-K (File No. 001-41103)
filed with the SEC on December 7, 2021). |
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10.4 ** |
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Stock Escrow Agreement, dated December 1, 2021,
by and between ROC Energy Acquisition Corp., the Sponsor and Continental Stock Transfer & Trust Company, as escrow agent
(incorporated by reference to Exhibit 10.3 to ROC Energy Acquisition Corp.’s Current Report on Form 8-K (File No. 001-41103)
filed with the SEC on December 7, 2021). |
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10.5 ** |
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Registration Rights Agreement, dated December 1,
2021, among ROC Energy Acquisition Corp., our Sponsor and certain other security holders named therein (incorporated by reference
to Exhibit 10.4 to ROC Energy Acquisition Corp.’s Current Report on Form 8-K (File No. 001-41103) filed with
the SEC on December 7, 2021). |
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10.6 ** |
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Securities Subscription Agreement, dated as of September 2,
2021 between the ROC Energy Acquisition Corp. and ROC Energy Holdings, LLC (incorporated by reference to Exhibit 10.5 to ROC
Energy Acquisition Corp.’s Registration Statement on Form S-1 (File No. 333-260891) filed with the SEC on November 9,
2021). |
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10.7 ** |
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Administrative Support Agreement, dated December 1,
2021, between ROC Energy Acquisition Corp. and Fifth Partners, LLC (incorporated by reference to Exhibit 10.5 to ROC Energy
Acquisition Corp.’s Current Report on Form 8-K (File No. 001-41103) filed with the SEC on December 7, 2021). |
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10.8 ** |
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Private Placement Units Purchase Agreement, dated December 1,
2021, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 to ROC Energy Acquisition Corp.’s
Current Report on Form 8-K (File No. 001-41103) filed with the SEC on December 7, 2021). |
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10.9 ** |
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Promissory Note, dated September 2, 2021, issued
to our Sponsor (incorporated by reference to Exhibit 10.9 to ROC Energy Acquisition Corp.’s Registration Statement on
Form S-1 (File No. 333- 260891) filed with the SEC on November 9, 2021). |
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10.10 ** |
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Form of Indemnification Agreement (incorporated
by reference to Exhibit 10.6 to ROC Energy Acquisition Corp.’s Registration Statement on Form S-1/A (File No. 333-260891)
filed with the SEC on November 15, 2021). |
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10.11 ** |
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Form of Director Nomination Agreement (incorporated
by reference to Exhibit 10.11 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation Statement
on Form S-4 (File No. 333-269763) filed with the SEC on February 14, 2023). |
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10.12 ** |
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Form of Lock-Up Agreement (incorporated by reference
to Exhibit 10.12 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation Statement on Form S-4
(File No. 333-269763) filed with the SEC on February 14, 2023). |
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10.13 ** |
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Form of Subscription Agreement (incorporated by
reference to Exhibit 8.1 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation Statement
on Form S-4 (File No. 333-269763) filed with the SEC on April 24, 2023). |
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10.14 ** |
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Fairness Opinion of Energy Capital Solutions LLC (incorporated
by reference to Exhibit 10.14 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation Statement
on Form S-4 (File No. 333-269763) filed with the SEC on February 14, 2023). |
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10.15 ** |
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Promissory Note, dated as of January 16, 2023,
between FP SPAC 2, LLC and ROC Energy Acquisition Corp. (incorporated by reference to Exhibit 10.1 ROC Energy Acquisition Corp.’s
Current Report on Form 8-K (File No. 001-41103) filed with the SEC on January 20, 2023). |
Exhibit |
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|
Number |
|
Description |
10.16
** |
|
Sponsor
Support Agreement, dated as of February 13, 2023, between the Sponsor, ROC Energy Acquisition Corp. and Drilling Tools International
Holdings, Inc. (incorporated by reference to Exhibit 10.16 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus
/ Consent Solicitation Statement on Form S-4 (File No. 333-269763) filed with the SEC on February 14, 2023). |
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10.17 ** |
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Company Support Agreement, dated as of February 13,
2023, between the Sponsor, ROC Energy Acquisition Corp. and Drilling Tools International Holdings, Inc. (incorporated by reference
to Exhibit 10.17 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation Statement on Form S-4
(File No. 333-269763) filed with the SEC on February 14, 2023). |
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10.18 ** |
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Amended and Restated Registration Rights Agreement,
dated as of February 13, 2023, between the Sponsor, ROC Energy Acquisition Corp., EarlyBirdCapital, Inc. and the other
parties thereto (incorporated by reference to Exhibit 10.18 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus
/ Consent Solicitation Statement on Form S-4 (File No. 333- 269763) filed with the SEC on February 14, 2023). |
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21.1** |
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List of Subsidiaries (incorporated by reference to
Exhibit 99.7 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation Statement on Form S-4
(File No. 333-269763) filed with the SEC on April 24, 2023). |
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23.1** |
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Consent of Weaver & Tidwell LLP (incorporated
by reference to Exhibit 99.7 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation Statement
on Form S-4 (File No. 333-269763) filed with the SEC on May 8, 2023). |
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23.2** |
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Consent of WithumSmith+Brown, PC (incorporated by reference
to Exhibit 99.7 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation Statement on Form S-4
(File No. 333-269763) filed with the SEC on May 8, 2023). |
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23.3 ** |
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Consent of Winston & Strawn L.L.P. (included
in Exhibit 5.1). |
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23.4 |
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Consent of Bracewell LLP (included in Exhibit 8.1) |
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24.1** |
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Power of Attorney (included on the Signature Page of
this Registration Statement). |
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99.1 ** |
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Consent of Curt Crofford to be named as a director
(incorporated by reference to Exhibit 99.1 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation
Statement on Form S-4 (File No. 333-269763) filed with the SEC on February 14, 2023). |
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99.2 ** |
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Consent of Jack Furst to be named as a director (incorporated
by reference to Exhibit 99.2 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation Statement
on Form S-4 (File No. 333-269763) filed with the SEC on February 14, 2023). |
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99.3 ** |
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Consent of Thomas O. Hicks to be named as a director
(incorporated by reference to Exhibit 99.3 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation
Statement on Form S-4 (File No. 333-269763) filed with the SEC on February 14, 2023). |
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99.4 ** |
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Consent of Eric Neuman to be named as a director (incorporated
by reference to Exhibit 99.4 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation Statement
on Form S-4 (File No. 333-269763) filed with the SEC on February 14, 2023). |
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99.5 ** |
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Consent of C. Richard Vermillion to be named as a director
(incorporated by reference to Exhibit 99.5 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation
Statement on Form S-4 (File No. 333-269763) filed with the SEC on February 14, 2023). |
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99.6 ** |
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Consent of Energy Capital Solutions, LLC |
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99.7** |
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Form of Proxy Card for Stockholders’ Meeting
(incorporated by reference to Exhibit 99.7 to ROC Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation
Statement on Form S-4 (File No. 333-269763) filed with the SEC on May 8, 2023). |
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107 ** |
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Filing Fee Table. |
** Previously filed by the Registrant as indicated.
† Management Contracts.
SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, Texas, on May 11, 2023.
| ROC ENERGY ACQUISITION CORP. |
| | |
| By: | /s/ Daniel Jeffrey Kimes |
| | Name: Daniel Jeffrey Kimes |
| | Title: Chief
Executive Officer and Director |
Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on May 11,
2023.
Signature |
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Title |
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Date |
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/s/ Daniel Jeffrey Kimes |
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Chief Executive
Officer and Director |
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May 11, 2023 |
Daniel Jeffrey Kimes |
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(Principal Executive Officer) |
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/s/ Rosemarie Cicalese |
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Chief Financial Officer |
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May 11, 2023 |
Rosemarie Cicalese |
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(Principal Financial and Accounting
Officer) |
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/s/ Joe Drysdale |
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Chairman of the Board |
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May 11, 2023 |
Joe Drysdale |
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/s/ Lee Canaan |
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Director |
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May 11, 2023 |
Lee Canaan |
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/s/ Joseph Colonnetta |
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Director |
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May 11, 2023 |
Joseph Colonnetta |
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/s/ Win Graham |
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Director |
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May 11, 2023 |
Win Graham |
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/s/ Brian Minnehan |
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Director |
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May 11, 2023 |
Brian Minnehan |
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/s/ Alberto Pontonio |
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Director |
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May 11, 2023 |
Alberto Pontonio |
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