09/15/2025 | Press release | Distributed by Public on 09/15/2025 18:16
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. |
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 | ||||
Exchangeable Shares(1) | (1) | (1) | Common Stock | 17,193,640(1)(2) | (1) | I(2) | I(2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GIUSTRA FRANK 17 CHESTER ROW LONDON,, X0 SW1W 9JF |
X |
/s/ Giustra Frank | 09/15/2025 | |
**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) | Represents shares of common stock, par value $0.001 per share (the "Common Stock"), of the Issuer that may be issued from time to time upon the exchange, retraction, or redemption of exchangeable shares of BST Sub ULC, an unlimited liability company organized under the laws of the Province of British Columbia and a wholly owned subsidiary of the Issuer (the "Exchangeable Shares"). Currently, approximately 5.01% of the Exchangeable Shares are exchangeable for Common Stock, with the remainder becoming exchangeable upon stockholder approval, which is expected within 60 days. Pursuant to applicable rules of the Nasdaq Stock Market, the aggregate number of Exchangeable Shares that may be exchanged for Common Stock may not exceed 19.9% of the total outstanding Common Stock until such issuance is approved by the Issuer's stockholders. The Exchangeable Shares do not have an expiration date. |
(2) | Consists of (i) 16,170,209 Exchangeable Shares indirectly held by the Reporting Person through Avanico Limited, an entity controlled by the Reporting Person and (ii) 1,023,431 Exchangeable Shares held by the Reporting Person through the Frank Giustra 2018 Trust. |