EXPLANATORY NOTE
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13G filed with the U.S. Securities and
Exchange Commission (the “SEC”) on August 30, 2023 (the “Original Schedule 13G”), as amended by Amendment No. 1 filed with the SEC on September 14, 2023 (“Amendment No. 1” and, collectively with the
Original Schedule 13G and Amendment No. 2, the “Schedule 13G”) by Q-XcL, Q-TH, QEM VI, Mr. VanLoh (collectively, the “Quantum Reporting Persons”) and the Voting Trustee
(collectively with the Quantum Reporting Persons, the “Reporting Persons”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to
each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 2 have the meanings ascribed to them in the Schedule 13G.
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and
is incorporated herein by reference for each such Reporting Person.
QEM VI is the managing member of each of Q-XcL and Q-TH. Therefore, QEM VI may be deemed to share voting and dispositive power over the securities held by Q-XcL and Q-TH and may also be deemed to be the beneficial owner of
such securities. QEM VI disclaims beneficial ownership of any such securities in excess of its pecuniary interest in the securities. Any decision taken by QEM VI to vote, or to direct to vote, and to dispose, or to direct the disposition of, the
securities held by each of Q-XcL and Q-TH must respectively be approved by a majority of the members of QEM VI’s investment committee, and such majority must include Mr. VanLoh. Therefore,
Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by each of Q-XcL and Q-TH and may also be deemed to be the beneficial owner of any such securities. Mr. VanLoh
disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
Pursuant to the Voting Trustee
Agreement, each of Q-XcL and Q-TH assigned its respective voting power of the Common Stock previously reported as held herein to the Voting Trustee. The Voting Trustee, as the sole holder of the voting power
of the Common Stock previously reported as held herein, may have been deemed to be a beneficial owner of any such Common Stock. The Voting Trustee held no dispositive power over such Common Stock, had no pecuniary interest in such Common Stock and
disclaims any beneficial ownership of any such Common Stock.
Information with respect to each Reporting Person is given solely by such
Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), the Reporting Persons expressly declare that the filing of this schedule shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or
Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person, and such beneficial ownership is expressly disclaimed.
The percentages used in this Schedule 13G are calculated based upon the 441,600,000 shares of Common Stock outstanding as of July 19,
2024.
| Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of
more than five percent of the class of securities, check the following ☒.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a–11.
