Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
08 Agosto 2022 - 8:08AM
Edgar (US Regulatory)
Prospectus
Supplement No. 6
(to
prospectus dated March 22, 2022) |
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-261363 |
Up
to 22,223,858 Shares of Common Stock
Up
to 6,317,057 Shares of Common Stock Issuable Upon
Exercise
of the Warrants
Up
to 2,533,333 Private Warrants
This
prospectus supplement no. 6 is being filed to update and supplement the prospectus dated March 22, 2022 (the “Prospectus”)
related to (1) the issuance by us of up to 6,317,057 shares of our common stock, par value $0.0001 per share (“Common Stock”)
that may be issued upon exercise of warrants to purchase Common Stock at an exercise price of $11.50 per share of Common Stock, including
the public warrants and the Private Warrants (as defined in the Prospectus); and (2) the offer and sale, from time to time, by the Selling
Securityholders (as defined in the Prospectus) identified in the Prospectus, or their permitted transferees, of (a) up to 22,223,858
shares of Common Stock and (b) up to 2,533,333 Private Warrants. This prospectus supplement updates and supplements the information in
the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including
any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and any prior amendments
or supplements thereto and if there is any inconsistency between the information therein and this prospectus supplement, you should rely
on the information in this prospectus supplement.
Our Common Stock and our Public
Warrants are listed on the Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”), under the symbols “DCGO”
and “DCGOW,” respectively. On August 4, 2022, the closing price of our Common Stock was $8.37 and the closing price for our
Public Warrants was $1.86.
Investing
in our securities involves a high degree of risks. See the section entitled “Risk Factors” beginning on page
17 of the Prospectus and any applicable prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is August 5, 2022.
SELLING
SECURITYHOLDERS
The following information is
provided as of August 4, 2022 to update the Selling Securityholders table in the Prospectus to reflect the transfers by (a) Xtellus Pre-IPO
Fund (2021), LP of 10,510 shares of our Common Stock to an interest holder and (b) Xtellus Pre-IPO Fund (2021) Cayman, LP of an aggregate
of 197,330 shares of our Common Stock to an interest holder and affiliate, in each case, as set forth in the table below. Other than the
transfers to these new Selling Securityholders identified in the table below, the Selling Securityholders and number of shares of Common
Stock as set forth in the table beginning on page 101 of the Prospectus remain unchanged.
| |
| |
Common Stock | | |
Warrants | |
| |
| |
Beneficial Ownership Before the Offering | | |
Shares to Be Sold
in the Offering | | |
Beneficial Ownership After the Offering | | |
Beneficial Ownership Before the Offering | | |
Warrants to Be Sold in the Offering | | |
Beneficial Ownership After the Offering | |
Name of Selling Securityholder | |
| |
Number of Shares | | |
Number of Shares | | |
Number of Shares | | |
%(1) | | |
Number of Warrants | | |
Number of Warrants | | |
Number of Warrants | | |
% | |
Stan Vashovsky | |
(2) | |
| 13,160,962 | | |
| 13,160,962 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Travers Holdings LLC | |
(3)† | |
| 424,140 | | |
| 424,140 | | |
| — | | |
| — | | |
| 443,432 | | |
| 443,432 | | |
| — | | |
| — | |
Michael Burdiek | |
(4)† | |
| 415,537 | | |
| 415,537 | | |
| — | | |
| — | | |
| 434,437 | | |
| 434,437 | | |
| — | | |
| — | |
Richard Vitelle | |
(5)† | |
| 190,326 | | |
| 190,326 | | |
| — | | |
| — | | |
| 198,984 | | |
| 198,984 | | |
| — | | |
| — | |
Sarkissian Motion LLC | |
(6)† | |
| 297,662 | | |
| 297,662 | | |
| — | | |
| — | | |
| 311,202 | | |
| 311,202 | | |
| — | | |
| — | |
The Keith Brackpool Trust | |
(7)† | |
| 42,959 | | |
| 42,959 | | |
| — | | |
| — | | |
| 44,913 | | |
| 44,913 | | |
| — | | |
| — | |
The Richard & Marcia Gold Living Trust (Restatement) Dated May 4, 2001 | |
(8)† | |
| 85,918 | | |
| 85,918 | | |
| — | | |
| — | | |
| 89,826 | | |
| 89,826 | | |
| — | | |
| — | |
Mark Licht | |
(9)† | |
| 85,918 | | |
| 85,918 | | |
| — | | |
| — | | |
| 89,826 | | |
| 89,826 | | |
| — | | |
| — | |
The Dean McPhail Revocable Living Trust | |
(10)† | |
| 107,397 | | |
| 107,397 | | |
| — | | |
| — | | |
| 112,282 | | |
| 112,282 | | |
| — | | |
| — | |
Malcolm G. Meador, Jr. | |
(11)† | |
| 107,397 | | |
| 107,397 | | |
| — | | |
| — | | |
| 112,282 | | |
| 112,282 | | |
| — | | |
| — | |
The Paul & Valerie Mellinger Trust, Dtd 5/24/99 | |
(12)† | |
| 42,959 | | |
| 42,959 | | |
| — | | |
| — | | |
| 44,913 | | |
| 44,913 | | |
| — | | |
| — | |
The Kyle A. Messman 2012 Non-Grantor Trust U/A DTD 10/09/2012 | |
(13)† | |
| 138,877 | | |
| 128,877 | | |
| 10,000 | | |
| * | % | |
| 134,739 | | |
| 134,739 | | |
| — | | |
| — | |
Jack L. Messman | |
(14)† | |
| 64,439 | | |
| 64,439 | | |
| — | | |
| — | | |
| 67,369 | | |
| 67,369 | | |
| — | | |
| — | |
Frank Perna | |
(15)† | |
| 107,397 | | |
| 107,397 | | |
| — | | |
| — | | |
| 112,282 | | |
| 112,282 | | |
| — | | |
| — | |
Richard Todaro | |
(16)† | |
| 64,439 | | |
| 64,439 | | |
| — | | |
| — | | |
| 67,369 | | |
| 67,369 | | |
| — | | |
| — | |
The Trevor Tice Trust | |
(17)† | |
| 107,397 | | |
| 107,397 | | |
| — | | |
| — | | |
| 112,282 | | |
| 112,282 | | |
| — | | |
| — | |
IRAR Trust FBO Christopher B. Warren #35-38016 | |
(18)† | |
| 85,918 | | |
| 85,918 | | |
| — | | |
| — | | |
| 89,826 | | |
| 89,826 | | |
| — | | |
| — | |
Arena Capital Fund LP - Series 8 | |
(19)† | |
| 116,324 | | |
| 15,273 | | |
| 101,051 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
Arena Capital Fund LP - Series 10 | |
(20)† | |
| 193,042 | | |
| 43,042 | | |
| 150,000 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
Arena Capital Fund LP - Series 11 | |
(21)† | |
| 122,980 | | |
| 15,273 | | |
| 107,707 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
Arena Capital Fund LP - Series 16 | |
(22)† | |
| 180,584 | | |
| 56,926 | | |
| 123,658 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
BI Fonds SPAC ZF | |
(23)† | |
| 78,005 | | |
| 8,330 | | |
| 69,675 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
Light Street Mercury Master Fund, L.P. | |
(24) | |
| 2,137,500 | | |
| 2,137,500 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Light Street Tungsten Master Fund, L.P. | |
(24) | |
| 278,499 | | |
| 158,499 | | |
| 120,000 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
Light Street Halo, L.P. | |
(24) | |
| 48,702 | | |
| 44,702 | | |
| 4,000 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
Xtellus Pre-IPO Fund (2021), LP | |
(25) | |
| 153,144 | | |
| 153,144 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Erik Alf Wigertz | |
(26) | |
| 10,510 | | |
| 10,510 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Xtellus Pre-IPO Fund (2021) Cayman, LP | |
(25) | |
| 811,180 | | |
| 811,180 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Terra Overseas Ltd. | |
(27) | |
| 175,166 | | |
| 175,166 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Aquamare Quattro LTD | |
(28) | |
| 1,430,312 | | |
| 1,000,000 | | |
| 430,312 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
MMF, LT, LLC | |
(29) | |
| 500,000 | | |
| 500,000 | | |
| — | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
NewGen Equity Long/Short Fund | |
(31) | |
| 127,100 | | |
| 127,100 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
NewGen Alternative Income Fund | |
(31) | |
| 52,900 | | |
| 52,900 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Mekita Investments Ltd | |
(32) | |
| 200,000 | | |
| 200,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Sheldon Ginsberg | |
(33)+ | |
| 90,833 | | |
| 9,300 | | |
| 81,583 | | |
| * | % | |
| 5,016 | | |
| — | | |
| 5,016 | | |
| * | % |
Stanley Rosenberg | |
(33)+ | |
| 17,016 | | |
| 2,500 | | |
| 14,516 | | |
| * | % | |
| 500 | | |
| — | | |
| 500 | | |
| * | % |
Nathan and Sharon Herzog | |
(34)+ | |
| 5,000 | | |
| 5,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
David Herzog Foundation | |
(35)+ | |
| 15,000 | | |
| 15,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
GEN VIII LLC | |
(36)+ | |
| 139,569 | | |
| 63,700 | | |
| 75,869 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
Steven Ginsberg | |
(37)+ | |
| 11,500 | | |
| 2,000 | | |
| 9,500 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
Adam Ginsberg | |
(38)+ | |
| 500 | | |
| 500 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Tala Ginsberg | |
(39)+ | |
| 1,575 | | |
| 500 | | |
| 1,075 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
Michael B. Herzog | |
(40)+ | |
| 40,475 | | |
| 5,500 | | |
| 34,975 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
Wendy Levine | |
(41)+ | |
| 10,064 | | |
| 4,000 | | |
| 6,064 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
Aaron Herzog | |
(42)+ | |
| 21,354 | | |
| 2,000 | | |
| 19,354 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
The David Herzog family trust for Mordechai Herzog 12/16/02 | |
(43)+ | |
| 265,479 | | |
| 30,000 | | |
| 235,479 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
The David Herzog family trust for Judith Buchler 12/16/02 | |
(44)+ | |
| 107,309 | | |
| 10,000 | | |
| 97,309 | | |
| * | % | |
| — | | |
| — | | |
| — | | |
| — | |
Chelt Trading Limited | |
(45) | |
| 150,000 | | |
| 150,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
272 Capital Master Fund Ltd. | |
(46)† | |
| 363,715 | | |
| 225,689 | | |
| 239,753 | | |
| * | % | |
| 100,702 | | |
| 67,369 | | |
| 33,333 | | |
| * | % |
Solomon Werdiger 2014 Irrevocable Trust | |
(47) | |
| 100,000 | | |
| 100,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Bespoke Alpha MAC MIM LP | |
(48) | |
| 20,503 | | |
| 20,503 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
SFL SPV I LLC | |
(48) | |
| 24,373 | | |
| 24,373 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
DS Liquid Div RVA MON LLC | |
(48) | |
| 167,874 | | |
| 167,874 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Monashee Pure Alpha SPV 1 LP | |
(48) | |
| 87,429 | | |
| 87,429 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Monashee Solitario Fund LP | |
(48) | |
| 109,252 | | |
| 109,252 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Arena Capital Fund, LP– Series 14 | |
(49) | |
| 50,000 | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Arena Capital Fund, LP– Series 3 | |
(49) | |
| 54,775 | | |
| 54,775 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Arena Capital Fund, LP– Series 5 | |
(49) | |
| 54,776 | | |
| 54,776 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
+ | Reflects
transfers by NHR VII, LLC of an aggregate of 150,000 shares of our Common Stock previously held by such entity by virtue of a distribution
to its members as reflected in the Selling Securityholder table set forth above. |
† |
Reflects
transfers by Motion Acquisition LLC of an aggregate of 2,573,213 shares of our Common Stock and 2,533,333 Private Warrants previously
held by such entity by virtue of a distribution to its members as reflected in the Selling Securityholder table set forth above. |
(1) |
Based
upon 101,025,267 shares of Common Stock outstanding as of July 25, 2022. |
(2) |
The
business address of Mr. Vashovsky is 35 West 35th Street, Floor 6, New York, New York 10001. |
(3) |
James
M. Travers and Susan D. Travers are the managers of Travers Holdings LLC and each has voting and dispositive control over the securities
held by it. The address of Mr. Travers, Mrs. Travers and Travers Holdings LLC is 1382 Harbor Dr., Sarasota, FL 34239. |
(4) |
The
business address of Mr. Burdiek is 688 Mystic View Laguna Beach, CA 92651. |
(5) |
The
business address of Mr. Vitelle is 3154 Deer Valley Avenue, Thousand Oaks, CA 91320. |
(6) |
Garo
Sarkissian is the manager of Sarkissian Motion LLC and has voting and dispositive control over the securities held by it. The address
of Mr. Sarkissian and Sarkissian Motion LLC is 5797 Via Bonita, Thousand Oaks, CA 91320. Figures do not include the 31,337 shares
of Common Stock and 90,595 Public Warrants held directly by Mr. Sarkissian. |
(7) |
Keith
Brackpool is the trustee of The Keith Brackpool Trust and has voting and dispositive control over the securities held by it. The
address of Mr. Brackpool and The Keith Brackpool Trust is 940 East 2nd Street, #38 Los Angeles, CA 90012. |
(8) |
Richard
B. Gold is the trustee of The Richard & Marcia Gold Living Trust (Restatement) Dated May 4, 2001 and has voting and dispositive
control over the securities held by it. The address of Mr. Gold and The Richard & Marcia Gold Living Trust (Restatement) Dated
May 4, 2001 is 51 Catspaw Cape, Coronado, CA 92118. |
(9) |
The
business address of Mr. Licht is 5440 Round Meadow Road, Hidden Hills, CA 91302. |
(10) |
Dean
B. McPhail is the trustee of The Dean McPhail Revocable Living Trust and has voting and dispositive control over the securities held
by it. The address of Mr. McPhail and The Dean McPhail Revocable Living Trust is PO Box 1596, Kailua-Kona, HI 96745. |
(11) |
The
business address of Mr. Meador, Jr. is 2618 Kirsten Lee Drive, Westlake Village, CA 91361. |
(12) |
Paul
Mellinger and Valerie Mellinger are co-trustees of The Paul & Valerie Mellinger Trust, Dtd 5/24/99 and have voting and dispositive
control over the securities held by it. The address of Paul Mellinger, Valerie Mellinger and The Paul & Valerie Mellinger Trust,
Dtd 5/24/99 is 209 33rd Street, Manhattan Beach, CA 90266. |
(13) |
Kyle
Messman is the sole trustee of The Kyle A. Messman 2012 Non-Grantor Trust U/A DTD 10/09/2012 and has voting and dispositive control
over the securities held by it. The address of Mr. Messman and The Kyle A. Messman 2012 Non-Grantor Trust U/A DTD 10/09/2012 is 628
11th Street, Manhattan Beach, CA 90266. Figure includes 10,000 shares of Common Stock held by Mr. Messman. |
(14) |
The
address of Jack L. Messman is 1066 Mount George Ave, Napa, CA 94588. |
(15) |
The
business address of Frank Perna is 26802 Malibu Cove Colony Dr., Malibu, CA 90265. |
(16) |
The
business address of Richard Todaro is 14809 Brookhaven Place, Chesterfield, MO 63017. |
(17) |
Dean
B. McPhail is the trustee of The Trevor Tice Trust and has voting and dispositive control over the securities held by it. The address
of Mr. McPhail and The Trevor Tice Trust is PO Box 1596, Kailua-Kona, HI 96745. |
(18) |
Christopher
Warren, grantor and beneficiary of IRAR Trust FBO Christopher B. Warren #35-38016, a self-directed IRA trust, has voting and dispositive
control over the securities of IRAR Trust FBO Christopher B. Warren #35-38016. The address of Mr. Warren is 2250 Cherry Palm Road,
Boca Raton, FL 33432 and the address of IRAR Trust FBO Christopher B. Warren #35-38016 is c/o IRA Resources, Inc., 100 Pringle Avenue,
Suite 650, Walnut Creek, CA 94596. |
(19) |
Arena
Capital Fund LP - Series 8 (“Arena Fund-Series 8”), is managed by Arena Capital Advisors LLC, its investment manager
(“Arena Advisors”). Sanije Perret is the President of Arena Advisors and has voting and dispositive control over the
securities of Arena Fund-Series 8. The business address of Arena Fund-Series 8, Arena Advisors, and Ms. Perrett is 12121 Wilshire
Blvd, Suite 1010, Los Angeles, CA 90025. |
(20) |
Arena
Capital Fund LP - Series 10 (“Arena Fund-Series 10”), is managed by Arena Advisors. Sanije Perret is the President of
Arena Advisors and has voting and dispositive control over the securities of Arena Fund-Series 10. The business address of Arena
Fund-Series 10, Arena Advisors, and Ms. Perrett is 12121 Wilshire Blvd, Suite 1010, Los Angeles, CA 90025. |
(21) |
Arena
Capital Fund LP - Series 11 (“Arena Fund-Series 11”), is managed by Arena Advisors. Sanije Perret is the President of
Arena Advisors and has voting and dispositive control over the securities of Arena Fund-Series 11. The business address of Arena
Fund-Series 11, Arena Advisors, and Ms. Perrett is 12121 Wilshire Blvd, Suite 1010, Los Angeles, CA 90025. |
(22) |
Arena
Capital Fund LP - Series 16 (“Arena Fund-Series 16”), is managed by Arena Advisors. Sanije Perret is the President of
Arena Advisors and has voting and dispositive control over the securities of Arena Fund-Series 16. The business address of Arena
Fund-Series 16, Arena Advisors, and Ms. Perrett is 12121 Wilshire Blvd, Suite 1010, Los Angeles, CA 90025. |
(23) |
BI
Fonds SPAC ZF is managed by BayernInvest Kapitalverwaltungsgesellschaft mbH (“BI Manager”), which is managed by Arena
Advisors. Sanije Perret is the President of Arena Advisors and has voting and dispositive control over the securities of BI Fonds
SPAC ZF. The business address of BI Fonds SPAC ZF, BI Manager, Arena Advisors and Ms. Perret is 12121 Wilshire Blvd, Suite 1010,
Los Angeles, CA 90025. |
(24) |
Light
Street Capital Management, LLC (“Light Street Management”) is the general partner and investment manager of Light Street
Mercury Master Fund, L.P. (“Light Street Mercury”), Light Street Tungsten Master Fund, L.P. (“Light Street Tungsten”)
and Light Street Halo, L.P. (“Light Street Halo”). Glen T. Kacher has voting and investment control over Light Street
Management and, accordingly, may be deemed to have beneficial ownership of the shares held by Light Street Mercury, Light Street
Tungsten and Light Street Halo. The business address of each of Light Street Management, Light Street Mercury, Light Street Tungsten,
Light Street Halo and Mr. Kacher is 525 University Avenue, Suite 300, Palo Alto, California 94301. |
(25) | The general partner of Xtellus Pre-IPO Fund (2021), LP (“Xtellus DE”)
and Xtellus Pre-IPO Fund (2021) Cayman, LP (“Xtellus Cayman”) is Xtellus Pre-IPO Fund GP, LLC (“Xtellus GP”).
On August 4, 2022, Xtellus DE transferred 10,510 shares of Common Stock to its member and interest holder, Erik Alf Wigertz. On August
4, 2022, Xtellus Cayman transferred 175,166 to its member and interest holder, Terra Overseas Ltd., and 22,164 shares of Common Stock
to Xtellus DE. Gregory J. Gigliotti has voting and investment control over Xtellus GP and, accordingly, may be deemed to have beneficial
ownership of the shares held by Xtellus DE and Xtellus Cayman. The business address of each of Xtellus DE, Xtellus Cayman, Xtellus GP
and Mr. Gigliotti is 535 Madison Avenue, New York, New York 10022. |
(26) | The
business address of each of Mr. Wigertz is 70 Eaton Terrace Mews, SW1W 8EU London, United
Kingdom. |
(27) | Grigory
Levinzon has voting and investment control over Terra Overseas Ltd. (“Terra”)
and, accordingly, may be deemed to have beneficial ownership of the shares held by Terra.
The business address of each of Mr. Levinzon and Terra is OIK 3, Agnooumenon 4, 4040 Germasogeia,
Cyprus. |
(28) | Aquamare
Quattro Ltd. (“Aquamare”), is a wholly owned subsidiary of AFI Development Limited
(“AFI”), which is a wholly owned subsidiary of Flotonic Limited (“Flotonic”).
Mr. Lev Leviev is the sole shareholder of Flotonic and, accordingly, may be deemed to
have beneficial ownership of the shares held by Aquamare. The business address of each of
Aquamare and AFI is Spyrou Araouzou, 165, Lordos Waterfront Building, 5th Floor,
Flat/Office 505, 3035, Limassol, Cyprus. The business address of Flotonic is Spyrou Kyprianou,
4, 3070, Limassol, Cyprus. The business address of Mr. Leviev is 18 Stasinou St., Flat
304, 6023, Larnaca, Cyprus. |
(29) | MCM
is the investment manager of MMF and has voting and investment control over the securities
held by MMF. Louis M. Bacon also controls the general partner of MCM and may be
deemed the beneficial owner of the securities held by MMF. The number of securities
set forth in the table above does not include securities held by affiliates of MMF which
are controlled by Mr. Bacon. MMF and its affiliates’ holdings are set forth in
greater detail on page 99 of this prospectus under the section entitled “Principal
Securityholders.” The address of MMF, MCM and Mr. Bacon is 11 Times Square, 38th
Floor, New York, New York 10036. See footnote 8 to the table in “Principal
Securityholders.” |
(30) | NewGen
Asset Management Ltd. (“NewGen Manager”) is the manager of NewGen Equity Long/Short
Fund (“NewGen Long/Short”) and NewGen Alternative Income Fund (“NewGen
Alternative”). David Dattels, Chris Rowan and Norm Chang have voting and investment
control over NewGen Manager and, accordingly, may be deemed to have beneficial ownership
of the shares held by NewGen Long/Short and NewGen Alternative. The business address of NewGen
Manager, NewGen Long/Short, NewGen Alternative, Mr. Dattels, Mr. Rowan and Mr. Chang
is 25 King St. West, Suite 2900, Toronto, Ontario, Canada M5L 1G3. |
(31) | Mekita
Investments Ltd. (“Mekita”) is managed by Segetia (UK) Ltd. (“Segetia”).
Wilfred Abbott has voting and investment control over Segetia and, accordingly, may be deemed
to have beneficial ownership of the shares held by Mekita. The principal business address
of Mekita, Segetia and Mr. Abbott is 48 Dover Street, London W1S 4FF, United Kingdom. |
(32) | The
business address of the Selling Securityholder is 969 East Broadway, Woodmere, New York 11598. |
(33) | The
business address of the Selling Securityholder is 13000 SW 69th Ave., Pinecrest, Florida
33156. |
(34) | The
business address of the Selling Securityholder is 1 Bartlett Road, Monsey, New York 10952. |
(35) | David
Herzog has voting and dispositive control over the securities held by the David Herzog Foundation.
The address of Mr. Herzog and the David Herzog Foundation is 63 Lefante Way, Bayonne, New
Jersey 07002. |
(36) | Mordechai
Herzog is the CEO of GEN VII LLC and has voting and dispositive control over the securities
held by it. The address of Mr. Herzog and GEN VIII LLC is 63 Lefante Way, Bayonne, New Jersey
07002. |
(37) | The
business address of the Selling Securityholder is 162 Candelwick Lane, Bridgewater, New Jersey
07002. |
(38) | The
business address of the Selling Securityholder is 162 Candelwick Lane, Bridgewater, New Jersey
07002. |
(39) | The
business address of the Selling Securityholder is 35 Hollside Terrace, Apt. A, White Plaines,
New York 10601. |
(40) | The
business address of the Selling Securityholder is 1874 48th Street, Brooklyn, New York 11204. |
(41) | The
business address of the Selling Securityholder is 45 Wood Lane South, Woodmere, New York
11598. |
(42) | The
business address of the Selling Securityholder is 1425 47th Street, Brooklyn, New York 11219. |
(43) | David
Herzog is the is the trustee of The David Herzog family trust for Mordechai Herzog 12/16/02
and has voting and dispositive control over the securities held by it. The address of Mr.
Herzog and The David Herzog family trust for Mordechai Herzog 12/16/02 is 63 Lefante Way,
Bayonne, New Jersey 07002. |
(44) | David
Herzog is the trustee of The David Herzog family trust for Judith Buchler 12/16/02 and has
voting and dispositive control over the securities held by it. The address of Mr. Herzog
and The David Herzog family trust for Judith Buchler 12/16/02 is 63 Lefante Way, Bayonne,
New Jersey 07002. |
(45) | Chelt
Trading Limited (“Chelt”) is managed by Jaime Javier Montealegre Lacayo. Mr.
Montealegre has voting and investment control over the shares of our Common Stock held by
Chelt and, accordingly, may be deemed to have beneficial ownership of such shares. The registered
address of Chelt is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.
The address for notices for Chelt is Mr. Montealegre’s Costa Rican address at Apartado
15-1250, Escazu, San Jose, Costa Rica. |
(46) | Includes
(a) 150,000 shares of Common Stock acquired pursuant to the PIPE Financing, (b) 75,689 shares
of Common Stock acquired pursuant to the Sponsor Distribution, and (c) 67,369 Private Placement
Warrants acquired pursuant to the Sponsor Distribution. B Riley Asset Management LLC (“BRAM”)
is the investment manager of 272 Fund. 272 Advisors LLC (“272 Manager”) is the
manager of 272 Fund. Wesley Cummins is the managing member of 272 Manager. B Riley Capital
Management LLC (“BRCM”) is the majority owner of both BRAM and 272 Manager. BRCM
is controlled by Bryant Riley. Accordingly, because of Mr. Riley’s and Mr. Cummins’s
shared voting and investment control over the shares held by 272 Fund, each may be deemed
to have beneficial ownership of the securities held by 272 Fund. The principal business address
of 272 Fund, 272 Manager, BRAM, and Mr. Cummins is 3811 Turtle Creek Blvd., Dallas,
Texas 75219. The principle business address of BRCM and Mr. Riley is 11000 Santa
Monica Blvd., Suite 800, Los Angeles, California 90025. |
(47) | Stephen
Werdiger is the sole trustee of the Solomon Werdiger 2014 Irrevocable Trust and has voting
control and investment discretion over the securities held by the Solomon Werdiger 2014 Irrevocable
Trust. The business address of the Solomon Werdiger 2014 Irrevocable Trust and Mr. Werdiger
is 1412 Broadway, 18th Floor, New York, New York 10018. |
(48) | Each
of DS Liquid Div RVA MON LLC (“DS”), Monashee Solitario Fund LP (“Solitario”),
Monashee Pure Alpha SVP I LLP (“Pure Alpha”), SFL SPV I LLC (“SFL”)
and Bespoke Alpha MAC MIM LP (“Bespoke”) is managed by Monashee Investment Management,
LLC (“Monashee Management”). Jeff Muller is CCO of Monashee Management and has
voting and investment control over Monashee Management and, accordingly, may be deemed to
have beneficial ownership of the shares held by DS, Solitario, Pure Alpha, SFL, and Bespoke.
Jeff Muller, however, disclaims any beneficial ownership of the shares held by these entities.
The business address of DS, Solitario, Pure Alpha, SFL, Bespoke, Monashee Management and
Mr. Muller is c/o Monashee Investment Management, LLC, 75 Park Plaza, 2nd
Floor, Boston, Massachusettes 02116. |
(49) | Arena
Capital Advisors, LLC (“Arena Advisors”), a registered investment advisor, is
the General Partner of the Arena Capital Fund, LP (the “Arena Funds”) and has
voting and investment control over the securities held by the Arena Funds. The partners of
Arena Advisors are Daniel Elperin, Jeremy Sagi and Sanije Perrett and, accordingly, may be
deemed to have voting control and investment discretion over the securities held by the Arena
Funds. The number of shares set forth in the table above does not include securities that
may be held by other funds managed by Arena Advisors. The business address of Arena Advisors,
the Arena Funds, Mr. Elperin, Mr. Sagi and Ms. Perrett is 12121 Wilshire Blvd, Ste 1010,
Los Angeles, California 90025, Attn: Legal. |
4
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