09/11/2026 | Press release | Distributed by Public on 09/11/2026 15:02
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants (right to buy) | (3) | (4) | Common Stock | 29,634,393(5) | (6) | I | See Footnotes(1)(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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WHITEBOX ADVISORS LLC 3033 EXCELSIOR BLVD. SUITE 500 MINNEAPOLIS, MN 55416 |
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WHITEBOX GENERAL PARTNER LLC 3033 EXCELSIOR BLVD. SUITE 500 MINNEAPOLIS, MN 55416 |
X | |||
| Whitebox Advisors LLC By: /s/ Muqu Karim, Chief Operating Officer & Chief Financial Officer | 09/11/2026 | |
| **Signature of Reporting Person | Date | |
| Whitebox General Partner LLC By: /s/ Muqu Karim, Authorized Signatory | 09/11/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | These securities are directly owned by certain private investment funds (the "Private Funds") and may be deemed to be beneficially owned by (a) Whitebox Advisors LLC by virtue of its role as the investment manager of the Private Funds and (b) Whitebox General Partner LLC by virtue of its role as the general partner of the Private Funds. |
| (2) | Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (3) | These warrants (the "Jones Act Warrants") are immediately exercisable, subject to certain restrictions on ownership of the Issuer's capital stock by non-U.S. citizens, including a beneficial ownership limitation (the "Beneficial Ownership Limitation") that prevents any holder that cannot establish to the Issuer's reasonable satisfaction that it is a "U.S. Citizen" within the meaning of the U.S. citizenship and cabotage laws commonly referred to as the "Jones Act" (principally 46 U.S.C. Section 50501(a), (b), and (d) and 46 U.S.C. Chapters 121 and 551) from exercising the Jones Act Warrants to the extent that, after giving effect to the issuance of shares of Common Stock upon such exercise, the holder would beneficially own more than 4.9% of the shares of Common Stock outstanding. |
| (4) | These warrants have no expiration date. |
| (5) | The Private Funds own an aggregate 2,885,061 Jones Act Warrants, each exercisable for 10.27167 shares of Common Stock, without giving effect to the Beneficial Ownership Limitation. Based solely on the application of the Beneficial Ownership Limitation to each Private Fund individually, and based on 222,166,587 shares of Common Stock outstanding as of September 9, 2026, provided by the Issuer, the Jones Act Warrants held by the Private Funds would be exercisable for up to an aggregate 21,435,064 shares of Common Stock. |
| (6) | The exercise price of these warrants is $0.00001 per share. |