M&A Transactions

Lunai Bioworks Inc. completed an acquisition involving GEDi Cube Intl Ltd. for 70,834,183 shares of common stock plus Earnout Shares (closed 2024-02-13).

“collectively, the “GEDi Cube Shares”) in exchange for which each Seller was entitled to receive (i) as of the Closing Date, such Seller’s pro rata percentage of an aggregate of 70,834,183 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), which represents the 67,224,089 shares of Common Stock issued and outstanding as of the”

Merion, Inc. underwent a change of control involving Ronnie Yin Kit Shi (closed 2024-02-08).

“On February 8, 2024, Mr. Dinghua Wang, Chairman of the Board and Chief Executive Office of Merion, Inc. (the "Company") entered into a Control Block Purchase Agreement with Mr. Ronnie Yin Kit Shi, a Canadian citizen, to sell all of the shares of common stock of the Company that he beneficially owns (the "Shares") to Mr. Shi, which represents approximately 53.181% of total outstanding shares of the Company.”

IMPEL PHARMACEUTICALS INC completed a disposition involving JN Bidco LLC for $17,500,000 in cash at the closing of the transactions and (ii) an additional amount in cash based on certain net sales and licensing fees generated by certain (closed 2024-02-12).

“Horse APA ”) with JN Bidco LLC (the “ Bidder ”) to sell substantially all of the assets of the Company (the “ Company Assets ,” and such sale, the “ Asset Sale ”) for (i) $17,500,000 in cash at the closing of the transactions and (ii) an additional amount in cash based on certain net sales and licensing fees generated by certain of the Company Assets, subject”

Borealis Foods Inc. underwent a change of control involving Oxus Acquisition Corp. for Aggregate Transaction Consideration of $133,000,000 (closed 2024-02-07).

“of New Borealis Common Shares equal to the quotient of (a) $150,000,000 minus Borealis’ Closing Net Indebtedness, as agreed to by the parties, of $17,000,000, which equals $133,000,000, divided by (b) $10.00 (the “ Aggregate Transaction Consideration ”). ● Each Borealis Common Share was exchanged for 0.0661 of a New Borealis Common Share, which is equal to the”

American Bitcoin Corp. completed a disposition involving MJ Acquisition Corp. ("MJA") for approximately $1.2 million and conversion of a loan to Akerna from MJA in the amount of $1,650,000 (closed 2024-02-09).

“Upon the terms and subject to the satisfaction of the conditions described in the SPA, including approval of the transaction by Akerna’s stockholders, Akerna sold to MJA all of the membership interests in MJ Freeway, LLC for an aggregate purchase price of approximately $1.2 million and conversion of a loan to Akerna from MJA in the amount of $1,650,000 (funded $1,000,000 on April 28, 2023, $500,000 on October 11, 2023 and $150,000 on November 15, 2023) evidence by a Second Amended and Restated Promissory Note dated November 15, 2023 (the “MJA Note”), which principal amount of MJA Note converted into shares of Common Stock of Akerna at closing of the Sale Transaction, with such MJA Note deemed paid in full at closing of the Sale Transaction.”

American Bitcoin Corp. completed an acquisition involving Ivy Crypto, Inc. (formerly known as Gryphon Digital Mining, Inc.) (closed 2024-02-09).

“On February 9, 2024, the Company completed the transactions contemplated by that certain agreement and plan of merger by and between the Company, Akerna Merger Co., a wholly-owned subsidiary of the Company (“Merger Sub”), and Ivy Crypto, Inc. (formerly known as Gryphon Digital Mining, Inc.) (“Ivy”), dated January 27, 2023, as amended on April 28, 2023 and June 14, 2023 (the “Merger Agreement”).”

Idaho Strategic Resources, Inc. completed an acquisition involving Bell Run Properties, L.L.C. for One Million Dollars ($1,000,000).

“the Company acquired the surface and alluvial deposits of the Butte Gulch Claims from Bell Run for One Million Dollars ($1,000,000)”

EVOLUTION PETROLEUM CORP completed an acquisition involving Red Sky Resources III, LLC, Red Sky Resources IV, LLC, and Coriolis Energy Partners I, LLC for $43.5 million plus preliminary purchase price adjustments of approximately $0.4 million (closed 2024-02-12).

“Oklahoma (the "Acquisitions") from Red Sky Resources III, LLC, Red Sky Resources IV, LLC, and Coriolis Energy Partners I, LLC. The combined purchase price of the Acquisitions is $43.5 million plus preliminary purchase price adjustments of approximately $0.4 million related primarily to capital expenditures and joint interest billing payments. The Company expects to”

ImmunoGen, Inc. underwent a change of control involving AbbVie Inc. for $31.26 per share in cash (closed 2024-02-12).

“excluded Company Common Shares as set forth in the Merger Agreement (such shares, the “Excluded Shares”)) was converted into the right to receive an amount in cash equal to $31.26, without interest (the “Merger Consideration”). Each option to purchase Company Common Shares (a “Company Stock Option”), each restricted stock unit award in respect of”

Yellow Corp completed a disposition involving various purchasers for approximately $1.89 billion in cash (closed 2024-02-08).

“As of February 8, 2024, the Company has consummated the sale of certain of the Company’s real estate holdings (the “ Sold Real Estate ”) to various purchasers for an aggregate purchase price of approximately $1.89 billion in cash (together, the “ Yellow Asset Sales ”).”

First Foods Group, Inc. completed a disposition involving NUTRIPK LLC for $100,000.

“improvements at its leased Facility. The sale did not include patents, recipes, formulas, proprietary packaging materials and finished goods inventory. The purchase price was $100,000. In addition, Buyer shall pay Seller a sales commission equal to 5% of all gross sales for a period of five (5) years for all business it transacts with GNC, its affiliates or”

SONIC FOUNDRY INC completed a disposition involving Enghouse Systems Limited for $15.5 million (closed 2024-02-09).

“16, 2024 (the “Proxy Statement”). Pursuant to the Purchase Agreement, the Buyer has acquired the Mediasite business and assumed certain liabilities for a purchase price of $15.5 million, which the Company estimates will provide it with approximately $2.2 million in cash at closing after repayment the Company’s outstanding debt to Neltjeberg Bay Enterprises, LLC,”

MYERS INDUSTRIES INC completed an acquisition involving Signature CR Intermediate Holdco, Inc. for $350,000,000 (closed 2024-02-08).

““Merger”), with Signature as the surviving entity in the Merger. Pursuant to the terms of the Merger Agreement, the Company acquired Signature for aggregate consideration of $350,000,000. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement”

Solidion Technology Inc. underwent a change of control involving Honeycomb Battery Company (HBC), Nubia Brand International Corp., Nubia Merger Sub, Inc., Global Graphene Group, Inc., Arbor Lake Capital Inc. for $700,000,000 (closed 2024-02-02).

“to the terms of the Merger Agreement, the aggregate consideration paid to the stockholders of HBC pursuant to the Merger Agreement (the “Merger Consideration”) was equal to $700,000,000, minus $2,000,000 (plus any additional interest or penalties) for the federal tax lien (the “G3 Tax Lien”) filed against G3 (as defined below) in the Montgomery County Recorder’s”

CHEETAH NET SUPPLY CHAIN SERVICE INC. completed an acquisition involving Edward Transit Express Group Inc. for $1.5 million (closed 2024-02-02).

“transaction costs, creating new revenue streams, and becoming a one-stop-shop for traders within the global supply chain sector.” Total consideration for the Acquisition was $1.5 million. The Company paid Edward’s sole shareholder $300,000 in cash and issued 1,272,329 shares of the Company’s unregistered Class A common stock having a market value of $1.2 million.”

AKUMIN INC. underwent a change of control involving Stonepeak Magnet Holdings LP.

“(ii) Stonepeak Magnet Holdings LP, a Delaware limited partnership (“Stonepeak”); (iii) certain Consenting 2025 Noteholders (as defined in the RSA); (iv) certain Consenting 2028 Noteholders (as defined in the RSA) (together with the Consenting 2025 Noteholders, the “Consenting Noteholders”); (v) certain Consenting RCF Lenders (as defined in the RSA); (vi) certain Consenting Equityholders (as defined in the RSA); (vii) certain Consenting Non-Debtor Hospital Partner Entities (as defined in the RSA); and (viii) certain Consenting Physician-Owned Entities (as defined in the RSA, and collectively with Stonepeak, the Consenting Noteholders, the Consenting RCF Lenders, the Consenting Equityholders and the Consenting Non-Debtor Partner Entities, the “Consenting Stakeholders”).”

Interactive Strength, Inc. completed an acquisition involving CLMBR, Inc and CLMBR1, LLC for total purchase price enterprise value of approximately $15.4 million, consisting of the issuance at closing of shares of Common Stock with a value of $1.45 mill (closed 2024-02-02).

“On February 2, 2024, pursuant to the Asset Purchase Agreement, the Company completed the Acquisition for a total purchase price enterprise value of approximately $15.4 million, consisting of the issuance at closing of shares of Common Stock with a value of $1.45 million, 1,428,922 shares and shares of non-voting Series B preferred stock with a value of $3.0 million, 1,500,000 shares to the equity holders of the Sellers (each of whom is an “accredited investor” as defined in Rule 501 under the Securities Act), the assumption by the Company of $1.5 million of subordinated debt, and the retirement of $9.4 million of senior debt.”

TruGolf Holdings, Inc. underwent a change of control involving TruGolf for implied equity value for TruGolf equal to $80,000,000 (closed 2024-01-31).

“pro rata share of the Merger Consideration, determined on the basis of a conversion ratio (the “Conversion Ratio”) derived from an implied equity value for TruGolf equal to $80,000,000, subject to adjustments for TruGolf’s closing debt, net of cash and unpaid transaction expenses (the “Merger Consideration”), and (iii) each outstanding option to acquire shares of”

TransMedics Group, Inc. completed an acquisition involving Fly1212V LLC for purchase price of approximately $13.5 million (closed 2024-02-02).

“On February 2, 2024, the Buyer acquired a fixed-wing aircraft from Fly1212V LLC for a purchase price of approximately $13.5 million”

VERACYTE, INC. completed an acquisition involving C2i Genomics, Inc. for $70.0 million (closed 2024-02-05).

“On February 5, 2024 (the “Closing Date”), Veracyte, Inc., a Delaware corporation (“Veracyte”), completed its previously announced acquisition of C2i Genomics, Inc., a Delaware corporation (“C2i Genomics”), for a purchase price of $70.0 million”

Vital Energy, Inc. completed an acquisition involving PEP Henry Production Partners LP, PEP HPP Jubilee SPV LP, PEP PEOF Dropkick SPV, LLC, PEP HPP Dropkick SPV LP and HPP Acorn SPV LP for approximately 0.9 million shares of the Company's common stock, par value $0.01 per share, and approximately 1.2 million shares of the Company's 2.0% Cumulative (closed 2024-02-02).

“On February 2, 2024, the Company consummated the PEP Acquisition.”

SMART FOR LIFE, INC. completed a disposition involving First Health FL LLC (closed 2024-01-29).

“the Company agreed to sell all assets of the Subsidiaries to the Buyer (the “ Disposition ”)”

GenFlat Holdings, Inc. underwent a change of control (closed 2023-12-20).

“Additionally, at the closing, a change in control of the Company occurred whereby the existing members of the Company’s executive management and board of directors resigned, and Genflat’s designees were appointed as members of the Company’s executive management and board of directors.”

GenFlat Holdings, Inc. completed an acquisition involving GenFlat stockholders (closed 2023-12-20).

“The Share Exchange Agreement closed on December 20, 2023. Pursuant to the Share Exchange Agreement, and on the terms and subject to the conditions contained therein, at the closing, the Company acquired 97.22% of the outstanding shares of common stock of GenFlat from GenFlat stockholders who were a party to the Share Exchange Agreement in exchange for 1,043,847,000 shares of common stock of the Company.”

Cardinal Ethanol LLC completed an acquisition involving Element, LLC for $44,000,000 (closed 2024-01-31).

“equipment, books and records, real property, permits, licenses, intellectual property rights and assets, inventory and spare parts. The consideration for the assets was $44,000,000. In addition, Cardinal Colwich assumed certain liabilities required to be performed after closing with respect to contracts assigned by Seller and assumed by Cardinal Colwich”

INSTRUCTURE HOLDINGS, INC. completed an acquisition involving PCS Holdings, LLC for approximately $686 million, net of repaid indebtedness and transaction expenses (closed 2024-02-01).

“Term Loans (as defined in the Credit Agreement) (the “2023 Incremental Term Loans”) to the Company under the Credit Agreement in an aggregate principal amount equal to $685,000,000. The Company used the proceeds of the 2023 Incremental Term Loans, borrowed under the Credit Agreement, to finance (i) the cash consideration for the acquisition of PCS Holdings,”

Proterra Inc completed a disposition involving Volvo Battery Solutions LLC for approximately $223 million (closed 2024-02-01).

“the Powered Sale on November 29, 2023. On February 1, 2024, the Debtors and Volvo consummated the Powered Sale. The purchase price for the Powered Assets was approximately $223 million, plus the assumption of certain liabilities and the payment of certain cure amounts. The financial impact to the Company of the disposition of the Powered Assets will be”

Fidelity National Information Services, Inc. completed a disposition involving private equity funds managed by GTCR for enterprise value of $18.5 billion (closed 2024-01-31).

“On January 31, 2024, the Company completed the previously announced sale of a 55% equity interest in its Merchant Solutions business (the “ Business ” or “ Worldpay ”) to private equity funds managed by GTCR (collectively, “ GTCR ”) for cash consideration, in a transaction valuing the Business at an enterprise value of $18.5 billion”

FORWARD AIR CORP completed an acquisition involving Omni Holders for $20 million in cash, Common Equity Consideration representing 5,135,008 shares of Forward's outstanding common stock and Convertible Preferred Equity Considerat (closed 2024-01-25).

“transactions contemplated by the Amended Merger Agreement and the other Transaction Agreements referred to therein, the “ Transactions ”), acquired Omni for a combination of (a) $20 million in cash and (b) (i) common equity consideration representing 5,135,008 shares of Forward’s outstanding common stock, par value $0.01 per share (“ Forward Common Stock ”) on an”

Newcourt Acquisition Corp underwent a change of control involving Psyence Biomedical Ltd. (closed 2024-01-25).

“On January 25, 2024, the merger of Newcourt Acquisition Corp (the “Company” or “NCAC”) and Psyence (Cayman) Merger Sub (“Merger Sub”) was completed pursuant to the terms of the Amended and Restated Business Combination Agreement, dated July 31, 2023 (as amended, the “Business Combination Agreement”), by and among NCAC, Merger Sub, Newcourt SPAC Sponsor LLC (“Sponsor”), Psyence Group Inc. (“Parent”), Psyence Biomedical Ltd. (“Pubco”), Psyence Biomed Corp. and Psyence Biomed II Corp. (“Psyence”), whic h, among other things provided for the merger of Merger Sub with and into NCAC (the “Merger”).”

Coupang, Inc. completed an acquisition involving Surpique Acquisition Limited for approximately $300 million to the Farfetch Business, consisting of approximately $150 million in cash and the termination of the approximately $150 million aggr (closed 2024-01-30).

“Following the completion of the marketing process, the directors of Farfetch PLC appointed administrators from AlixPartners UK LLP, who upon appointment entered into a Sale and Purchase Agreement, dated as of January 30, 2024 (the “SPA”), with Surpique Acquisition Limited, a private limited company organized under the laws of England and Wales and an indirect, wholly owned subsidiary of Surpique LP (“Surpique Acquisition”), in connection with which: • Surpique Acquisition acquired the Farfetch Business (the “Sale”); • Surpique Holdings Limited, a private limited company organized under the laws of England and Wales and the owner of all of the outstanding equity interests in Surpique Acquisition (“Surpique Holdings”), and Surpique Acquisition acceded to the Credit Agreement and, thereafter, entered into the Amended Credit Agreement (as defined below); • Surpique LP (i) contributed approxi”

Altus Power, Inc. completed an acquisition involving Vitol Solar I LLC for approximately $118 million (closed 2024-01-31).

“Power, LLC, a Delaware limited liability company (“Buyer”), dated as of January 31, 2024 (the “Acquisition Agreement”). The base purchase price for these assets is approximately $118 million. The base purchase price and associated costs and expenses was funded by cash on hand. The purchase price is also subject to customary adjustments for working capital and other”

REV Group, Inc. completed a disposition involving Forest River, Inc. and Forest River Bus, LLC for approximately $303 million (closed 2024-01-26).

“completed the sale of Collins, pursuant to the terms and conditions set forth in the Stock Purchase Agreement, and received cash consideration in the amount of approximately $303 million, subject to customary adjustments for net working capital, cash and indebtedness, as per the terms of the Stock Purchase Agreement. In connection with the closing of the sale of”

Atlas Financial Holdings, Inc. completed a disposition involving STAT Risk Management, Inc. for satisfaction of indebtedness of the Company and its subsidiaries of approximately $12.7 million (closed 2024-01-25).

“SRMI acquired all of the issued and outstanding shares of the Company’s indirect subsidiaries Anchor Group Management Inc., a New York corporation, and UBI Holdings, Inc., a Delaware corporation, in exchange for satisfaction of indebtedness of the Company and its subsidiaries of approximately $12.7 million owed to SRMI under the Credit Agreement and certain demand notes.”

Inari Medical, Inc. completed an acquisition involving LimFlow S.A. (closed 2023-11-15).

“announced that it closed its acquisition (the “Acquisition”) of LimFlow S.A.”

Power REIT completed a disposition involving an unaffiliated third party for $1.2 million (closed 2024-01-30).

“a wholly owned subsidiary of Power REIT sold its interest in a ground lease related to utility scale solar farms located in Salisbury, Mass. for gross proceeds of $1.2 million.”

RiceBran Technologies completed a disposition involving Ridgefield Rice, LLC for approximately $2.15 million in cash (closed 2024-01-25).

“use in connection with, the Business (excluding any Excluded Assets (as defined in the Agreement)) (together, the “Acquired Assets”), for total consideration of approximately $2.15 million in cash. In connection with the Transaction, Buyer assumed certain liabilities associated with the Acquired Assets and the operation of the Business. The Acquired Assets were”

Fresh2 Group Ltd completed an acquisition involving Youfood Group Inc for 38,333,334 Class A ordinary shares (closed 2024-01-02).

“Lin and Shengren Yan (together with Xiaofan Lin, the “Sellers”), under which Fresh2 Technology agreed to purchase all the outstanding shares of Youfood in consideration for 38,333,334 Class A ordinary shares of the Company. This transaction closed on January 2, 2024. A copy of the Share Purchase Agreement is attached hereto as Exhibit 10.1 and incorporated”

TransMedics Group, Inc. completed an acquisition involving Hurricane Express Logistics, Inc. for approximately $13.1 million (closed 2024-01-25).

“Subsequently, on January 25, 2024, the Buyer acquired a fixed-wing aircraft from Hurricane Express Logistics, Inc. for a purchase price of approximately $13.1 million”

FIRST CITIZENS BANCSHARES INC /DE/ completed an acquisition involving Federal Deposit Insurance Corporation (closed 2023-03-27).

“FCB acquired assets with a fair value of $107.54 billion, including approximately $68.47 billion in loans held by Silicon Valley Bridge Bank and $35.31 billion of cash and interest-earning deposits at banks.”

EngageSmart, Inc. underwent a change of control involving Icefall Parent, Inc. (affiliates of Vista Equity Partners) for approximately $3.0 billion (closed 2024-01-26).

“of Parent. In connection with the Merger, the aggregate purchase price paid for all equity securities of the Company (excluding Owned Company Shares) was approximately $3.0 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from approximately $2.0 billion of equity contributions from the Vista Funds or”

Rain Oncology Inc. underwent a change of control involving Pathos AI, Inc. for $1.16 per share in cash plus one contingent value right per share (closed 2024-01-26).

“Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on January 26, 2024, Merger Sub completed a tender offer to purchase all of the C ompany's outstanding shares of common stock, par value $0.001 per share (the “Shares”), in exchange for (i) $1.16 in cash per Share (the “Cash Consideration”), plus (ii) one contingent value right per Share (each, a “CVR”)”

GPB Holdings II, LP completed a disposition involving Lotus HPI Buyer, Inc. for $190 million in cash (closed 2024-01-19).

“Agreement”) previously announced by the Partnership in a Current Report on Form 8-K filed on December 21, 2023. At the closing of the Transaction, Purchaser paid Seller $190 million in cash (the “Purchase Price”), less applicable adjustments, escrows and holdbacks. In addition, pursuant to the Purchase Agreement, at the closing of the Transaction,”

CorEnergy Infrastructure Trust, Inc. completed a disposition involving Spire Midstream Services, LLC for $177.6 million (closed 2024-01-19).

“On January 19, 2024, CorEnergy Infrastructure Trust, Inc. (the "Seller"), completed the previously announced sale of its MoGas pipeline, Omega pipeline, and related businesses to Spire Midstream Services, LLC (the "Purchaser") pursuant to that certain Membership Interest Purchase Agreement, dated May 24, 2023, by and between Seller and Purchaser (the "Purchase Agreement"), for cash consideration of $177.6 million, which includes certain closing adjustments.”

REALTY INCOME CORP completed an acquisition involving Spirit Realty Capital, Inc. (closed 2024-01-23).

““Company”), Saints MD Subsidiary, Inc., a Maryland corporation (“Merger Sub”), and Spirit Realty Capital, Inc., a Maryland corporation (“Spirit”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth”

Cohen & Steers Income Opportunities REIT, Inc. completed an acquisition involving DDR Highland Village LP for $42.1 million (closed 2024-01-22).

“premises comprise nearly 207,000 square feet and are approximately 93% occupied by tenants including TJ Maxx, HomeGoods, LA Fitness, DSW and Petco. The total purchase price was $42.1 million, subject to closing costs, customary prorations and escrow arrangements. The Company funded the acquisition using proceeds from its private offering of Class P shares of common”

Franklin BSP Capital Corp completed an acquisition involving Franklin BSP Lending Corporation for 0.4647 shares of common stock, par value $0.001 per share, of the Company (closed 2024-01-24).

“with the terms of the Merger Agreement, at the effective time of the Initial Merger, each outstanding share of FBLC’s common stock was converted into the right to receive 0.4647 shares of common stock, par value $0.001 per share, of the Company. As a result, the Company issued an aggregate of approximately 110.0 million shares of its common stock to”

Orchard Therapeutics plc underwent a change of control involving Kyowa Kirin Co., Ltd. for $16.00 in cash, without interest, per American Depositary Share ("ADS"), each representing 10 Company Ordinary Shares (or $1.60 in cash, without interest, per C (closed 2024-01-24).

“tion (as described below) pursuant to that certain Transaction Agreement, dated October 5, 2023 (the “ Transaction Agreement ”), between Orchard Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “ Company ”), and Kyowa Kirin Co., Ltd., a Japanese joint stock company (“ Kyowa Kirin ”). As previously announced, on January 22, 2024, the High Court of Justice of England and Wales (the “ Court ”) sanctioned the acquisition by Kyowa Kirin International plc, a wholly owned subsidiary of Kyowa Kirin, of the entire issued and to be issued share capital of the Company pursuant to a scheme of arrangement under Part 26 of the U.K.”

AIRWA INC. underwent a change of control involving Andy and Lion Co., Ltd., Junjie Enterprise Management Co., Limited, Xinsheng Enterprise Management Services Co., Ltd. for $5.5 million.

“As a result of the transactions contemplated by the Securities Purchase Agreements and the issuance of the Shares and Pre-Funded Warrants, control of the company now rests with each of (i) Andy and Lion Co., Ltd., (ii) Junjie Enterprise Management Co., Limited and (iii) Xinsheng Enterprise Management Services Co., Ltd. (each an “ Investor ” and, together, the “ Investors ”), each of whom acquired for a cash investment of $5.5 million (i) 19.99% of the Company’s issued and outstanding shares of the Company’s common stock and (ii) warrants to purchase an additional 25,169,800 shares of the Company’s common stock.”

Franklin BSP Lending Corp underwent a change of control involving FBCC (Franklin BSP Capital Corporation) for 0.4647 shares of FBCC common stock per share of FBLC common stock (closed 2024-01-24).

“with the terms of the Merger Agreement, at the effective time of the Initial Merger, each outstanding share of the Company’s common stock was converted into the right to receive 0.4647 shares of common stock, par value $0.001 per share, of FBCC. As a result, FBCC issued an aggregate of approximately 110.0 million shares of its common stock to former stockholders”