The Loan was provided to the Issuer for working capital purposes and to enhance the management and Board of the Issuer through the right to appoint representatives of Bifinity UAB to the positions of chief executive officer, chief financial officer and chief legal officer and to the Board, while the parties continue to engage in non-binding discussions regarding the Proposed Business Combination and ways to maximize business synergies between the two businesses and capitalize on opportunities to cooperate and further expand their businesses. In connection with the foregoing, the Reporting Persons, their affiliates and their respective representatives have engaged and may, from time to time in the future, engage in discussions with current or prospective holders of Ordinary Shares, industry analysts, existing or potential strategic partners, acquirers or competitors, financial sponsors, investment firms, investment professionals, capital or potential capital sources (including co-investors), operating and other consultants and advisors and other third parties regarding such matters (in each case, including with respect to the Proposed Business Combination and providing or potentially providing capital to the Issuer or to existing or potential strategic partners of the Issuer) as well as other matters set forth in clauses (a)-(j) of Item 4 of this Schedule 13D. These discussions have encompassed, and the Reporting Persons expect will encompass, a broad range of matters relating to the Issuer, including, among other things, the Issuer’s business, operations, finances, management, organizational documents, ownership, capital and corporate structure, corporate governance, the Board and committees thereof, strategic alternatives and transactions.
Given that the above-mentioned discussions are non-binding, there can be no assurance that the Proposed Business Combination, any potential alternative transaction, any components thereof, or any transaction at all, will be implemented. If the Proposed Business Combination or any similar transaction is not consummated, the Reporting Persons and/or their affiliates may to continue to participate in and influence the affairs of the Issuer, including as a shareholder of the Issuer if Bifinity UAB converts all or any part of the Loan or otherwise acquires any other Ordinary Shares, and may determine, from time to time, to engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D.
The Reporting Persons, their affiliates and their respective representatives have exchanged, and intend to continue to exchange, information with the Issuer or other persons or entities pursuant to confidentiality or similar agreements. The Reporting Persons intend to consider, explore and develop plans, make proposals and negotiate agreements with respect to or relating to, among other things, the foregoing matters. The Reporting Persons may also take steps to explore or prepare for various plans, proposals or actions, or propose transactions, regarding any of the foregoing matters, before forming an intention to engage in any such plans, proposals or actions or proceed with any such transactions.
If Bifinity UAB converts all or any portion of the Loan into Ordinary Shares or the Reporting Persons acquire any other Ordinary Shares, the Reporting Persons intend to review their investment in the Issuer on an ongoing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s business, financial position, results, strategic direction or prospects or any strategic alternatives or transactions, actions taken by the Issuer’s management or the Board, price levels of the Ordinary Shares, other investment opportunities available to the Reporting Persons, conditions in the securities, loan or bond markets, general economic or industry conditions or any changes in law or regulations, the Reporting Persons may in the future take such actions with respect to any investment in the Issuer as they deem appropriate, including, without limitation, the actions and matters described in the preceding paragraphs, acquiring, or causing to be acquired, additional Ordinary Shares (including through conversion of the Loan), including, without limitation, disposing of, or causing to be disposed, some or all of the Ordinary Shares beneficially owned by them, in the public market, in privately negotiated transactions or otherwise, providing additional debt financing or other forms of capital to the Issuer or to potential strategic partners or acquirers of the Issuer, pledging their interest in any securities of the Issuer as a means of obtaining liquidity or as credit support for loans or other extensions of credit, entering into strategic or other transactions involving the Issuer, its assets or securities or its subsidiaries and one or more of the Reporting Persons and/or their affiliates and/or other shareholders of the Issuer, or forming, making or undertaking other purposes, plans or proposals regarding the Issuer or any of its securities or its subsidiaries, businesses or assets. If the Reporting Persons were to acquire equity securities of the Issuer (including through conversion of the Loan) or other instruments convertible into or exercisable for equity securities of the Issuer, the Reporting Persons’ ability to influence the Issuer’s management, the Board or the policies of the Issuer may increase.