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On July 21, 2026, BIP, BIPC and Brookfield Infrastructure Partners Inc. ("BIP Inc.") entered into an arrangement agreement pursuant to which, among other things, the parties agreed to implement an arrangement (the "Transaction") to simplify BIP's and BIPC's corporate structure by converting BIP and BIPC into a single Canadian publicly traded corporate entity, BIP Inc. The Transaction will be implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia), and completion of the Transaction is subject to a number of conditions, including obtaining the approval of the holders of limited partnership units ("L.P. Units") of BIP (the "Unitholders") and approval by the British Columbia Supreme Court. If the Transaction is approved by the Unitholders but not by the holders of BIPC Shares (the "Shareholders"), the Transaction will still be completed except that the exchange of BIPC Shares (the "Share Exchange"), as described below, will not o…

On July 21, 2026, BIP, Brookfield Infrastructure Corporation ("BIPC") and Brookfield Infrastructure Partners Inc. ("BIP Inc.") entered into an arrangement agreement pursuant to which, among other things, the parties agreed to implement an arrangement (the "Transaction") to simplify BIP's and BIPC's corporate structure by converting BIP and BIPC into a single Canadian publicly traded corporate entity, BIP Inc. The Transaction will be implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia), and completion of the Transaction is subject to a number of conditions, including obtaining the approval of the holders of Units (the "Unitholders") and approval by the British Columbia Supreme Court. If the Transaction is approved by the Unitholders but not by the holders of class A exchangeable subordinate voting shares ("BIPC Shares") of BIPC (the "Shareholders"), the Transaction will still be completed except that the exchange of BIPC Sh…

The Reporting Person originally acquired the securities reported herein because it believes the securities are undervalued and represent an attractive investment opportunity and they continue to hold the shares of Common Stock reported herein for investment purposes. The Reporting Person previously reported its beneficial ownership on Schedule 13G pursuant to Rule 13d-1(c) under the Act. The Reporting Person also intends to review its investment in the Issuer on a continuing basis. The Reporting Person has and may continue to engage in discussions with management, the board of directors (the "Board"), other stockholders of the Issuer, and other persons regarding the Issuer, including with respect to its business, operations, marketing and overall business strategy, capital structure, and governance, though the Reporting Person may change its intentions with respect to any and all of the foregoing. The Reporting Person may also take steps to explore and prepare for various plans and a…

On July 21, 2026, Brookfield Renewable Partners L.P. ("BEP"), BEPC and Brookfield Renewable Partners Inc. ("BEP Inc.") entered into an arrangement agreement pursuant to which, among other things, the parties agreed to implement an arrangement (the "Transaction") to simplify BEP's and BEPC's corporate structure by converting BEP and BEPC into a single Canadian publicly traded corporate entity, BEP Inc. The Transaction will be implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia), and completion of the Transaction is subject to a number of conditions, including obtaining the approval of the holders of limited partnership units ("L.P. Units") of BEP (the "Unitholders") and approval by the British Columbia Supreme Court. If the Transaction is approved by the Unitholders but not by the holders of BEPC Shares (the "Shareholders"), the Transaction will still be completed except that the exchange of BEPC Shares (the "Share Exchange…

On July 21, 2026, BEP, BEPC and Brookfield Renewable Partners Inc. ("BEP Inc.") entered into an arrangement agreement pursuant to which, among other things, the parties agreed to implement an arrangement (the "Transaction") to simplify BEP's and BEPC's corporate structure by converting BEP and BEPC into a single Canadian publicly traded corporate entity, BEP Inc. The Transaction will be implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia), and completion of the Transaction is subject to a number of conditions, including obtaining the approval of the holders of L.P. Units (the "Unitholders") and approval by the British Columbia Supreme Court. If the Transaction is approved by the Unitholders but not by the holders of BEPC Shares (the "Shareholders"), the Transaction will still be completed except that the exchange of BEPC Shares (the "Share Exchange"), as described below, will not occur. A special meeting of Unitholders and…

The disclosure set forth in Items 5 and 6 below is hereby incorporated by reference in this Item 4. Effective June 1, 2026, Mr. Hess was appointed as a director and non-executive Co-Chairman of the Issuer. The Reporting Persons hold the Shares for investment. Although no Reporting Person has any specific plan or proposal to acquire or dispose of Shares or other securities of the Issuer, consistent with the above investment purpose, and subject to the fiduciary duties and Issuer policies to which Mr. Hess is subject as a director and certain lock-up obligations to which Mr. Hess is subject as described in Item 6, each Reporting Person at any time and from time to time may acquire additional Shares or other securities of the Issuer or dispose of any or all of its Shares or other securities of the Issuer, depending in any case upon an ongoing evaluation of the Reporting Persons' investment in the Shares and/or such other securities, prevailing market conditions, general economic and ind…

Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21,…

On July 21, 2026, pursuant to drawdown notices delivered in accordance with the Subscription Agreements: (i) UAW Chrysler Retirees Medical Benefits Plan purchased from the Issuer, and the Issuer issued to UAW Chrysler Retirees Medical Benefits Plan, 2,201.011 Shares; (ii) UAW Ford Retirees Medical Benefits Plan purchased from the Issuer, and the Issuer issued to UAW Ford Retirees Medical Benefits Plan, 3,431.320 Shares; and (iii) UAW GM Retirees Medical Benefits Plan purchased from the Issuer, and the Issuer issued to UAW GM Retirees Medical Benefits Plan, 5,654.906 Shares. The price per Share was $877.09.

On July 23, 2026, the Reporting Persons issued a press release (the "July 23, 2026 press release"), which included a statement from Wafic Rida Said regarding the Issuer's recent statements about the Reporting Persons and Mr. Said. The foregoing summary of the July 23, 2026 press release does not purport to be complete and is subject to, and qualified in its entirety by, the July 23, 2026 press release, a copy of which is attached here as Exhibit 11 and incorporated herein by reference.

On July 17, 2026, DEFJ submitted an irrevocable conversion notice (the "Conversion Notice") to the Company providing that, contingent upon Company stockholder approval of Proposals 1 and 2 set forth in the Company's proxy statement filed with the SEC on June 2, 2026 for its 2026 annual meeting, DEFJ will, on the third business day following approval of Proposals 1 and 2, convert (the "Conversion") 21.6755 shares of Series B Preferred Stock into 216,755 shares of Common Stock (the "Conversion Shares"), such that DEFJ will hold approximately 9.9% of the Company's outstanding Common Stock as of such date. The Conversion was implemented and the Conversion Shares were issued to DEFJ on July 23, 2026.

This Amendment No. 3 to Schedule 13D (this 'Amendment No. 3') amends and supplements the Schedule 13D filed on August 29, 2025 (as amended and supplemented through the date of this Amendment No. 1) by the Reporting Persons relating to the common stock of the Issuer. The shares of Common Stock covered by this statement were originally acquired by the Reporting Persons in the ordinary course of business solely for investment purposes and not for the purposes of participating in or influencing the management of the Issuer. This Amendment No. 3 is being filed for the purpose of reporting a decrease in the percentage of the class of securities beneficially owned by the Reporting Persons and constitutes an 'exit filing' with respect to Schedule 13D for the Reporting Persons. The related updates and amendments to the Schedule 13D are listed below. As published in a press release on June 17, 2026, the Issuer is to be acquired by another issuer based. This fact, among others, has prompted the …

This Item 4 is hereby amended to include the following: On October 16, 2025, pursuant to distribution reinvestment plans (i) UAW Chrysler Retirees Medical Benefits Plan reinvested distribution proceeds in the Issuer and the Issuer issued to UAW Chrysler Retirees Medical Benefits Plan 46.06 Shares; (ii) UAW Ford Retirees Medical Benefits Plan reinvested distribution proceeds in the Issuer and the Issuer issued to UAW Ford Retirees Medical Benefits Plan 71.81 Shares; and (iii) UAW GM Retirees Medical Benefits Plan reinvested distribution proceeds in the Issuer and the Issuer issued to UAW GM Retirees Medical Benefits Plan 118.34 Shares. The price per Share was $5,246.00. On January 16, 2026, pursuant to distribution reinvestment plans (i) UAW Chrysler Retirees Medical Benefits Plan reinvested distribution proceeds in the Issuer and the Issuer issued to UAW Chrysler Retirees Medical Benefits Plan 47.48 Shares; (ii) UAW Ford Retirees Medical Benefits Plan reinvested distribution proceed…

The Common Stock reported in this filing is held for investment purposes. The Reporting Persons are interested in discussing with the Issuer's management, board of directors, and/or with third parties any options relating to shareholder value creation. Depending on the Reporting Persons' ongoing evaluation of general market conditions and general matters related to the Issuer, including the Issuer's financial condition and results, the Reporting Persons may determine whether to hold, increase, or decrease their investment in the Common Stock through open market, privately negotiated, or any other transactions. Depending on their assessment of the forgoing factors, the Reporting Persons may, from time to time, modify their present intentions as stated in this Item 4.

On July 16, 2026, the Reporting Persons delivered proxies for the upcoming annual meeting (the "Annual Meeting") of Hilltop shareholders, currently scheduled for July 23, 2026, to vote approximately 15,632,396 shares of Common Stock held by them as follows: (i) "withhold" with respect to all nominees for director recommended by the Board up for election at the Annual Meeting; (ii) "against" the non-binding advisory vote to approve executive compensation; and (iii) "abstain" from the ratification of the appointment of Hilltop's independent registered public accounting firm for 2026. Except as described in this Amendment, the Reporting Persons do not have any present plans or intentions that would result in or relate to any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change their intentions at any time as they deem appropriate.

On July 21, 2026, the Company allotted and issued 2,500,000 Class A Ordinary Shares, and 200,000 Class B Ordinary Shares, to More Healthy, a company limited by shares incorporated under the laws of British Virgin Islands and holding vehicle of Mr. Weiguang Yang, the founder, Chief Executive Officer and Chairman of the Board of Directors of the Company. This issuance was in consideration and acknowledgement of Mr. Weiguang Yang's services rendered to the Company in a central role in the Company's strategic direction, long-term vision and stewardship.

On July 20, 2026, following redemptions made by shareholders in connection with the Issuer July 17, 2026, Meeting, the Sponsor converted all 7,187,500 of its Class B Ordinary Shares into Class A Ordinary Shares, that are to be treated as Founder Shares; i.e., that are not "Public Shares" as defined in the Issuer's Articles (such shares, as converted, the "Converted Shares"). Of these Converted Shares, a total of 4,279,275 Converted Shares were sold to certain investors pursuant to separate Securities Purchase Agreements by and among each Investor thereto and the Sponsor, ReserveOne, Inc., ReserveOne Holdings Inc. dated as of June 12, 2026. On July 21, 2026, the Issuer issued a promissory note (the "July 2026 Note") to the Sponsor pursuant to which the Issuer can borrow up to an aggregate principal amount of $4,000,000 from the Sponsor. On July 21, 2026, the Issuer borrowed $3,500,000 under the July 2026 Note. The proceeds of the July 2026 Note will be used to pay off existing liabili…

On July 20, 2026, Raymond T. White resigned as a member of the board of directors of the Issuer, effective immediately.

The Reporting Persons acquired the common stock reported herein for investment purposes and not with an intent, purpose or effect of changing control of the Issuer. The Reporting Persons may, from time to time, acquire additional equity securities or debt securities of the Issuer, which debt securities may be convertible or non-convertible, secured or unsecured, and could involve the monetization of potential revenue streams deriving from development-stage or commercial programs of the Issuer, or dispose of Issuer securities they beneficially own, on the open market or in private transactions or otherwise (including by means of 10b5-1 programs), consistent with their investment purposes and in amounts, on such terms and at such times as to be determined by the Reporting Persons based upon a number of factors, including, without limitation, their ongoing assessment of the Issuer's business prospects, the availability of Issuer securities at prices that would make the purchase or sale of…

Merger Agreement; Merger Consideration and Treatment of Equity Awards As summarized under Item 3 above, on July 20, 2026, the Issuer, Acquiror, Merger Sub and Parent entered into the Merger Agreement. The Issuer's board of directors, acting on the unanimous recommendation of a special committee of the Issuer's board of directors, consisting only of directors that the Issuer's board of directors determined to each be a "disinterested director" (as defined in Section 144 of the General Corporation Law of the State of Delaware, as amended (the "DGCL")), with respect to the contemplated transactions (the "Special Committee"), has unanimously of all voting, among other things, (i) determined that the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby are fair to, and in the best interests of, the Issuer and its stockholders, including (x) the holders of the outstanding shares of Class A Common Stock par value $0.0001 per share, of the Issuer ("Cla…

As described in Item 3 above, Mr. Ergen contributed 5,000,000 shares of Class B Common Stock to the 2026 July GRAT on July 20, 2026. Mr. Ergen established the 2026 July GRAT for estate planning purposes. Under the trust agreement establishing the 2026 July GRAT, Mr. Ergen's spouse, Cantey M. Ergen, serves as trustee of the 2026 July GRAT and holds sole voting and dispositive power over the 5,000,000 shares of Class B Common Stock held by the 2026 July GRAT, except as set forth in Item 6. Mr. Ergen receives an annual annuity amount from the 2026 July GRAT under the trust agreement governing the 2026 July GRAT. Members of Mr. and Mrs. Ergen's family are the beneficiaries of the 2026 July GRAT. The 2026 July GRAT is scheduled to expire on July 20, 2028. .

On December 19, 2025, pursuant to distribution reinvestment plans (relating to distributions with record dates of September 29, 2025) (i) UAW Chrysler Retirees Medical Benefits Plan reinvested distribution proceeds in the Issuer and the Issuer issued to UAW Chrysler Retirees Medical Benefits Plan 76,990 Shares; (ii) UAW Ford Retirees Medical Benefits Plan reinvested distribution proceeds in the Issuer and the Issuer issued to UAW Ford Retirees Medical Benefits Plan 119,506 Shares; and (iii) UAW GM Retirees Medical Benefits Plan reinvested distribution proceeds in the Issuer and the Issuer issued to UAW GM Retirees Medical Benefits Plan 166,817 Shares. The price per share was $10.31. On December 31, 2025, pursuant to distribution reinvestment plans (relating to distributions with record dates of December 18, 2025) (i) UAW Chrysler Retirees Medical Benefits Plan reinvested distribution proceeds in the Issuer and the Issuer issued to UAW Chrysler Retirees Medical Benefits Plan 72,928 Sha…

As described in this Amendment, the number of outstanding shares of Common Stock increased to 50,449,780 as of June 15, 2026. As a consequence, the first tranche of 4,000,000 shares underlying the Warrant, which became exercisable on July 16, 2026, no longer exceeds the Beneficial Ownership Limitation. The Reporting Person has not exercised any portion of the Warrant, does not currently hold any shares of Common Stock, and has not changed the investment intent described in the Original Schedule 13D.

On July 22, 2026, the Investor Group submitted a non-binding proposal (the "Proposal") to the Board of Directors of the Company (the "Board") to acquire all of the outstanding Voting Common Stock, other than Voting Common Stock owned by the Investor Group, for $210.00 per share of Voting Common Stock in cash. The Reporting Persons anticipate that the Board will appoint a special committee consisting solely of disinterested and independent directors (a "Special Committee"), engage its own advisors, consider the Proposal with the assistance of such advisors, engage in discussions and negotiations with the Investor Group and potentially make a recommendation to the Board regarding the Proposal. Any agreement regarding the Proposal would require the approval of a Special Committee. The Investor Group stated in the Proposal that the members of the Investor Group, in their capacity as stockholders of the Company, are not interested in selling their shares of Voting Common Stock, including in…

On July 22, 2026, the PC-Mitsui Investors submitted a non-binding proposal (the "Proposal") to the board of directors of the Issuer (the "Board") to acquire all of the outstanding shares of Common Stock of the Issuer not owned by the PC-Mitsui Investors for $210.00 per share of Common Stock in cash consideration. In Amendment No. 32 to Schedule 13D filed on January 24, 2024 ("Amendment 32") by Penske Corporation and Roger S. Penske (together with Penske Corporation, the "Penske Parties"), the Penske Parties together reported beneficial ownership of 34,427,877 shares of Common Stock. Including the shares of Common Stock reported by the Penske Parties under Amendment 32, the Penske Parties and the Reporting Persons would collectively beneficially own 47,750,082 shares of Common Stock, representing approximately 72.6% of the Common Stock issued and outstanding. The PC-Mitsui Investors directly hold 47,503,326 shares of Common Stock, representing approximately 72.2% of the Common Stock is…

Calculations of the Reporting Persons' beneficial ownership on the cover pages and in Item 5(a) of this Statement are based on 372,276,732 shares of Common Stock outstanding as of April 27, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 1, 2026.

On July 17, 2026 (the "Closing Date"), the Reporting Person, completed the purchase of 1,000,000 shares of Common Stock of the Issuer for an aggregate purchase price of $250,000 of his own personal funds. The Reporting Person made this investment to provide the Issuer with funds for the operation of its business. While the Reporting Person may, in the future, either directly or indirectly, cause the Issuer to enter into a transaction involving a future acquisition of a compatible business, which could result in his acquiring, either directly or indirectly, additional shares of the Issuer's common stock, the Reporting Person does not currently have any contracts, arrangements or understandings for the consummation of any such transaction. Except as otherwise described in this Schedule 13D, the Reporting Person currently has no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities…

RA Holdings IV acquired the Class A ordinary shares and Class B ordinary shares reported herein for investment purposes. Although the Reporting Persons currently have no plan or proposal to acquire any additional Issuer securities or to dispose of any of the Issuer securities reported herein, the Reporting Persons may, from time to time (including following the completion of the Issuer's initial business combination), acquire additional equity securities or debt securities of the Issuer, which debt securities may be convertible or non-convertible, secured or unsecured, and could involve the monetization of potential revenue streams deriving from development-stage or commercial programs of the Issuer, or dispose of Issuer securities they beneficially own, on the open market or in private transactions or otherwise (including by means of 10b5-1 programs), consistent with their investment purposes and in amounts, on such terms and at such times as to be determined by the Reporting Persons …

On May 5, 2026, the board of directors of the Issuer approved a grant of 500,000 options to the Reporting Person (the "May 2026 Option Grant"), subject to shareholder approval. The options are exercisable for shares of common stock of the Issuer at an exercise price of $5.10 per share, and vest in five equal installments subject to the Issuer's common stock meeting the following volume weighted average price ("VWAP") thresholds: 20% following VWAP of $7.65; 20% following VWAP of $10.20; 20% following VWAP of $12.75; 20% following VWAP of $15.30; and 20% following VWAP of $17.85. On July 20, 2026, the shareholders approved the May 2026 Option Grant. On July 20, 2026, the Reporting Person exercised pre-funded warrants into 5,954,743 common shares at an exercise price of $0.0001 per share.

On May 5, 2026, the board of directors of the Issuer approved a grant of 250,000 options to the Reporting Person (the "May 2026 Option Grant"), subject to shareholder approval. The options are exercisable for shares of common stock of the Issuer at an exercise price of $5.10 per share, and vest in five equal installments subject to the Issuer's common stock meeting the following volume weighted average price ("VWAP") thresholds: 20% following VWAP of $7.65; 20% following VWAP of $10.20; 20% following VWAP of $12.75; 20% following VWAP of $15.30; and 20% following VWAP of $17.85. On July 20, 2026, the shareholders approved the May 2026 Option Grant.

Effective July 6, 2026, Andrew Levin resigned from the Board of Directors of the Issuer.

Merger Agreement Following conclusion of confidential preliminary discussions between the Issuer and Tempus, and in response to the Issuer's request for Tempus to submit a proposal, on July 19, 2026, Tempus submitted a non-binding proposal to acquire all of the outstanding Common Stock of the Issuer. On July 20, 2026, Tempus entered into an Agreement and Plan of Merger (the "Merger Agreement") with the Issuer, Aviary Development, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Tempus ("Merger Sub I") and Toucan Development, LLC, a Nevada limited liability company and a direct, wholly owned subsidiary of Tempus ("Merger Sub II" and, together with Merger Sub I, the "Merger Subs"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, (a) Merger Sub I will be merged with and into the Issuer (the "First Merger"), with the Issuer surviving the First Merger as a direct, wholly owned subsidiary of Tempus (the "First Surviving Corpor…

On July 21, 2026, pursuant to the terms of the Merger Agreement, the Merger was consummated with the Issuer continuing as the surviving corporation ("Surviving Corporation"). Pursuant to the previously disclosed Voting, Support and Rollover Agreements, each of ABRY Partners VII, L.P. and ABRY Partners VII Co-Investment Fund, L.P. contributed their respective shares of Common Stock to Parent immediately prior to the Effective Time of the Merger, in exchange for interests in Parent. At the Effective Time, shares of Common Stock not held by Parent were cancelled, as applicable, pursuant to the terms of the Merger Agreement and converted into the right to receive an amount in cash equal to $9.25 per share, without interest and subject to any applicable withholding taxes. After giving effect to the Merger, Parent holds all of the outstanding common stock of the Surviving Corporation. Parent is managed by a board of directors, which the Reporting Persons do not control and, accordingly, no…

On July 17, 2026, Searchlight IV KOR exercised all of the Penny Warrants. Pursuant to the Rollover, Voting and Support Agreement that Searchlight entered into with the Company on February 26, 2026, Searchlight contributed all of the shares underlying the Penny Warrants to Parent immediately prior to the Effective Time. On July 21, 2026, pursuant to the terms of the Merger Agreement, the Merger was consummated with the Company continuing as the surviving corporation ("Surviving Corporation"). At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held by Parent or Merger Sub, including shares contributed to Parent pursuant to certain rollover agreements that were entered into in connection with the Merger, (ii) shares held by the Issuer as treasury stock and (iii) shares held by stockholders who have properly exercised and perfected appraisal rights under Delaware law) were cancelled and converted into the…

The purpose of the acquisition of the shares of the Manulife Private Credit Plus Fund is investment of the assets of the Trust.

The Reporting Person acquired the shares of Common Stock reported herein for investment purposes. The Reporting Person intends to engage in discussions with the Company's board of directors and management regarding a range of matters, including, but not limited to, the Company's governance, capital allocation, strategic direction, and overall performance. In furtherance of the foregoing, the Reporting Person has recently initiated contact with members of the Company's board of directors to seek constructive dialogue and to improve the Company's governance, including through potential board representation. On July 9, 2026, the Reporting Person sent an Open Letter to the Board of Phunware setting forth the Reporting Person's views regarding corporate governance, shareholder representation, capital allocation and Board accountability. The Reporting Person believes that the Company's governance practices have materially contributed to prolonged operating losses, shareholder dilution, l…

This Amendment is being filed to report a decrease in the Preferred Shares beneficially owned by the Reporting Persons, as a result of a combination of open market sales made by the Reporting Persons. As a result of the foregoing, the Preferred Shares owned by the Reporting Persons decreased from 916,700,003 to 865,743,903 (corresponding to approximately 15.90% of the Issuer's outstanding Preferred Shares). The aggregate percentages of the class beneficially owned by the Reporting Persons is calculated based on 5,446,501,379 Preferred Shares of the Issuer outstanding as of March 31, 2026, as reported in Petrobras' 6-K. The Reporting Persons may, from time to time, take such actions regarding their investment in the Preferred Shares as they deem appropriate. These actions may include: (i) disposing of any or all of their Preferred Shares and/or other equity, debt, notes, other securities or derivatives or other instruments of the Issuer that are based upon or relate to the value of t…

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently own…

On July 17, 2026, the Reporting Persons entered into a settlement agreement (the "Settlement agreement") with the Issuer, pursuant to which (i) each of Robert Pons, David Stehlin, Dr. Joshua Rosensweig, and Andrew Sriubas (the "Departing Directors") resigned from the Issuer's board of directors (the "Board") and all positions with the Issuer, (ii) the Issuer appointed each of Pinchos (Paul) Fruchthandler, Moshe Rozenbaum and Eliezer Eli Tarlow to serve as a member of the Board as a Class I, Class II and Class III director, respectively, with an initial term expiring at the Issuer's 2026 annual general meeting of shareholders to fill the vacancies resulting from the resignations of the Departing Directors, and (iii) the Reporting Persons irrevocably withdrew their demand that the Issuer call an extraordinary general meeting of shareholders (the "EGM") to vote on various proposals submitted by such Reporting Persons, enabling the Issuer to cancel the EGM scheduled to be held on July 31, …

The reporting person has disposed of all shares of common stock previously held. The purpose of this amendment is to report the sale of all securities. The reporting person has no further plans or proposals with respect to the issuer."

On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominat…

Fund II purchased the Ordinary Shares and Pre-funded Warrants referenced in Item 3 for investment purposes. Lock-Up Agreement In connection with the Company's underwritten public offering of Ordinary Shares and Pre-Funded Warrants that closed on July 16, 2026, the Reporting Persons entered into a customary lock-up letter agreement (the "Lock-Up Agreement") with Jefferies LLC and TD Securities (USA) LLC acting as the Representatives (collectively, the "Representatives") of the underwiters party to to an underwriting agreement with the Company. Pursuant to the Lock-Up Agreement, the Reporting Persons agreed to refrain from selling shares of the Company's securities without the consent of the Representatives, and other customary lock-up conditions, for a period of 60 days following the date of the final prospectus supplement for the offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of …

The Shares were acquired for investment purposes. Depending on market conditions and other factors (including evaluation of the Issuer's businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), the Reporting Person may from time to time acquire additional securities of the Issuer or dispose of all or a portion of its investment in the Issuer. The Reporting Person intends to review its investment in the Issuer on an ongoing basis and, in the course of its review, may take actions with respect to its investment or the Issuer, including communicating with the board of directors of the Issuer (the "Board"), members of management or other security-holders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternativ…

On July 16, 2026, the Issuer acquired Kira Pharmaceuticals ("Kira"), a Cayman Islands exempted company, in accordance with the terms of the Agreement and Plan of Merger, dated July 16, 2026 (the "Merger Agreement"), by and among the Issuer, Kira and Kira Holdco Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, Kira merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of the Issuer (the "Merger"). In accordance with the Merger Agreement, on July 16, 2026, Vishal Kapoor notified the Board of his resignation, effective immediately after the Effective Time (as defined in the Merger Agreement).

The Reporting Persons file the long form Schedule 13D pursuant to Section 13d-1 of the Securities Exchange Act of 1934 (the "Act") even though they may be technically eligible to file the short form Schedule G. Because the Reporting Persons may regularly communicate with the Issuer's management, filing the Schedule 13D ensures that these conversations are compliant with the reporting obligations under the Exchange Act.

Holdco acquired the Shares for investment and to support the Issuer in its investment strategy. Except as described above, Holdco and FRI currently have no plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, or any present plans or intentions to acquire or dispose of any securities of the Issuer.

Except as set forth in this Schedule 13D, the Reporting Persons currently have no present plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time, and from time to time, review, reconsider and change his position and/or change their purpose and/or develop such plans and may seek to influence management or the board of directors of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.

Mr. Konstantakopoulos is the direct and indirect owner of the Common Stock identified on the cover pages to this Schedule 13D. The Reporting Persons acquired the securities reported herein for investment purposes. The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and, depending upon the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the business prospects of the Issuer, general stock market and economic conditions, tax considerations, investment considerations and/or other factors deemed relevant, may consider increasing or decreasing their investment in the Issuer, including through one or more open market purchases or private transactions. The timing and amount of such acquisitions or dispositions will depend on the conditions and considerations described in the preceding sentence and may be entered into pursuant to a Rule 10b5-1 plan. As part of this ongoing review, the Reporting Persons have …

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: The information set forth in Item 3 is hereby incorporated by reference in this Item 4.

On July 17, 2026, the Issuer announced that its board of directors has approved a substantial issuer bid (the "Offer") under which the Company will offer to repurchase for cancellation up to US$70,000,000 of its outstanding Common Shares at a price of US$20.40 per Common Share. Intercap has informed the Company that it intends to participate in the Offer in a manner consistent with maintaining at least its current level of ownership on a percent of outstanding Common Shares basis. However, Intercap's decision to participate in the Offer is subject to market conditions and other factors and Intercap reserves the right to change its intentions at any time. Intercap's percentage ownership interest in the Company may increase as a result of the Offer.

On July 15, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Eli Lilly and Company, an Indiana corporation ("Parent"), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. On July 15, 2026, in connection with the execution of the Merger Agreement, Apeiron and Christian Angermeyer entered into separate Voting and Support Agreements (the "Support Agreements") with Parent. The Support Agreements provide that, among other things, each of Apeiron and Christian Angermeyer has agreed (i) to vote all of the shares of common stock held by such stockholder in favor of the adoption of the Merger Agreement, subject to certain exceptions (including the valid termination of the Merg…

This amendment is being filed to reflect aggregate prior changes, none of which are individually material, resulting from reconciliation of the holdings to current records. The AO Partners Group acquired shares of Common Stock because it believes that the Common Stock is undervalued. The AO Partners Group's intent is to influence the policies of the Issuer and assert shareholder rights, with a goal of maximizing the value of the Common Stock. The Reporting Persons previously reported the transfer of shares of Common Stock to Groveland DST. This transfer was effected solely for tax and estate planning purposes, and for income tax purposes was a transfer between Mr. Swenson, individually, and an entity owned by Mr. Swenson. The Reporting Persons may make further purchases of shares of Common Stock. The Reporting Persons may dispose of any or all the shares of Common Stock held by them. To the extent the actions described herein may be deemed to constitute a "control purpose" with re…

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

The Reporting Persons acquired the Shares because they believe the Shares are undervalued and represent an attractive investment opportunity. The Reporting Persons have had, and intend to have, discussions with the Issuer's board of directors and management in connection with the Reporting Persons' investment in the Issuer. The topics that these conversation have covered and will cover a range of issues, including those related to the business of the Issuer, the potential exploration of strategic alternatives for the Issuer's casino and gaming ticket printer business, segmentation of the company's financial reporting, capital allocation, corporate governance and board composition The Reporting Persons may also have similar conversations with other stockholders or other interested parties, such as industry analysts, existing or potential strategic partners or competitors, investment professionals, and other investors. The Reporting Persons may at any time reconsider and change their …

The Reporting Person previously entered into share transfer transactions with certain third-party purchasers, which transactions were disclosed in prior amendments to this Schedule 13D. On June 23, 2026 and June 26, 2026, the Reporting Person entered into Share Transfer Amendment Agreements with five of such purchasers pursuant to which the parties agreed to reduce the number of Shares transferred under the original transactions and return certain Shares to the Reporting Person. Pursuant to the Share Transfer Amendment Agreements, an aggregate of 623,277 Shares were returned to the Reporting Person as follows: Name of Original No. of Proceeds Revised Number Revised Transferee Shares Transferred of Shares Proceeds Daolam Co., Ltd. 246,913 $1,116,108.50 123,456 $824,109 Jeon Sungchan 258,367 …

In connection with the organization of the Issuer, in July 2025, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the Issuer's offering costs in exchange for 7,666,667 Class B Ordinary Shares (the "Founder Shares") pursuant to the Securities Subscription Agreement dated as of July 11, 2025 between the Sponsor and the Issuer (the "Founder Share Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein by reference. On July 8, 2026, simultaneously with the consummation of the Issuer's Initial Public Offering (the "IPO"), the Sponsor purchased 265,000 units ("Placement Units") of the Issuer at $10.00 per Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated as of July 8, 2026, by and between the Issuer and the Sponsor (the "Placement Units Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. …

This Schedule 13D filing is occasioned solely by the Reporting Person's beneficial ownership of less than 5% of the presently outstanding shares of Common Stock of the Issuer as a result of the sale of the shares pursuant to a stock purchase agreement on July 1, 2026.

The Reporting Person purchased 1,076,923 shares of the Company's Class A common stock in the Company's underwritten public offering (the "Offering") at a public offering price of $3.25 per share and on the same terms as the other purchasers in the offering. The Offering closed on July 10, 2026. The Reporting Person purchased the shares of Class A common stock for investment purposes. (a) The Reporting Person at any time and from time to time may acquire additional shares of Class A common stock or dispose of any or all of the shares of Class A common stock that the Reporting Person owns depending upon an ongoing evaluation of his investment in the shares of Class A common stock, prevailing market conditions, other investment opportunities, other investment considerations or other factors. (b) - (j) Except as disclosed in this Schedule, the Reporting Person has no plans or proposals which relate to, or could result in, any matters referred to in paragraphs (b) through (j) inclusive of…

Item 4 of this Amendment No. 2 is supplemented and amended, as the case may be, as follows: The disclosures in Item 5 below are incorporated herein by reference. This Amendment No. 2 is being filed to report the sale of shares of the common stock ("Common Stock") of Celcuity Inc. (the "Issuer") reported in Item 5(c) that resulted in a more than 1% change in beneficial ownership. The disclosure regarding the sales in Item 5(c) below is incorporated herein by reference. Additionally, on July 14, 2026, the Adviser on behalf of the Funds submitted written notice to the Issuer to set the beneficial ownership limitation (the "Maximum Percentage") with respect to 481,437 and 5,666,350 prefunded warrants to purchase Common Stock at an exercise price of $0.001 per share (the "$0.001 Prefunded Warrants") held by 667 and Life Sciences, respectively, at 9.99%, effective immediately. The Funds hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may p…

On July 15, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Eclipse Parent Acquisitions, LLC, a Delaware limited liability company and a wholly owned subsidiary of HW4 ("Parent"), Eclipse Intermediate Acquisitions, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Intermediate"), and Eclipse Acquisitions Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Intermediate ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, and in accordance with applicable law, Merger Sub will merge with and into the Issuer (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, collectively, the "Transactions"), with the Issuer continuing as the surviving corporation, becoming a wholly owned subsidiary of Intermediate and an indirect wholly owned subsidiary of Parent. The Merger Agreement is attac…

The responses to Item 3 and Item 6 of this Schedule 13D are incorporated herein by reference. On July 7, 2026, the Issuer, Scipher Medicine Corporation, a Delaware corporation ("Scipher"), Snowdrift Parent Corporation, a Delaware corporation ("Chemomab Parent"), Snowdrift Sub Corp., a Delaware corporation and a wholly owned subsidiary of Chemomab Parent (the "Merger Sub"), and Elderwood Ltd., an Israeli company and a wholly owned subsidiary of Chemomab Parent (the "Domestication Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other things, the parties will effect a series of transactions resulting in the Issuer redomiciling into the U.S. and Scipher becoming a wholly owned subsidiary of the Issuer following such domestication (the "Merger", and the time at which the Merger becomes effective, the "Effective Time"). The Merger is expected to be completed in the fourth calendar quarter of 2026, and if it is completed, the busi…

This filing is submitted in connection with the purchase by Trafalgar Asset Management, LLC, a Delaware limited liability company owned and controlled by Porfirio Sanchez Talavera of a controlling interest in The Greater Cannabis Company, Inc., pursuant to which Trafalgar Asset Management, LLC purchased (i) 7,628,665 shares of Series A Preferred Stock; and (ii) 1,000 shares of Series B Preferred Stock from certain shareholders of The Greater Cannabis Company, Inc. representing an aggregate of 28,435,885 votes or 96.62% of the aggregate voting power of outstanding voting securities of The Greater Cannabis Company, Inc. In connection with the acquisition of control, Porfirio Sanchez Talavera was appointed Chief Executive Officer, Chairman of the Board, and a director of the Issuer. The former Chief Executive Officer resigned from all officer positions and agreed to remain as a member of the Board of Directors solely until the expiration of the ten-day period required by Rule 14f-1 under …

Mr. Lehman acquired his shares because he believes they represent a prudent investment. Mr. Lehman intends to join the board of directors of the Company and its subsidiary, BayFirst National Bank. Mr. Lehman intends to review continuously his investment in the Company, including the Company's business, financial condition, results of operations, capital structure, management, competitive position, and prospects, as well as general economic, financial market, and industry conditions. Depending on such review and on other factors, including the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions, Mr. Lehman's financial condition and investment considerations, and other factors Mr. Lehman deems relevant, Mr. Lehman may, from time to time and at any time, in the open market, in privately negotiated transactions, or otherwise: (i) acquire additional shares of Common Stock or other securities of the Company, including pu…