(1) |
The
Registrant previously registered the offer, issuance and sale of certain securities, including its common stock, of up to $200,000,000
under the Registration Statement on Form S-3 (File No. 333-274146), which was initially filed by the Registrant on August 22, 2023,
amended on August 29, 2023 and declared effective on September 5, 2023 (the “Prior Registration Statement”). As of the
date hereof, a balance of $197,172,146.56 of securities remains unsold under the Prior Registration Statement. In accordance with
Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is hereby registering
the offer, issuance and sale of an additional amount of securities having a proposed maximum aggregate offering price of $39,424,429.31,
representing no more than 20% of the maximum aggregate offering price of securities available for issuance under the Prior Registration
Statement. Pursuant to Rule 416 under the Securities Act, this Registration Statement on Form S-3 shall also cover any additional
shares of the Registrant’s Class A common stock that become issuable in respect of the securities identified in the above table
by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the registrant’s
receipt of consideration which results in an increase in the number of the outstanding shares of the registrant’s Class A common
stock. |