| | Introductory Note
This Amendment No. 38 to Schedule 13D (this "Amendment No. 38") amends and supplements the statement on Schedule 13D filed on August 9, 2019, as amended by Amendment No. 1 filed on April 13, 2020, Amendment No. 2 filed on May 21, 2020, Amendment No. 3 filed on May 28, 2020, Amendment No. 4 filed on August 31, 2020, Amendment No. 5 filed on March 11, 2021, Amendment No. 6 filed on May 26, 2022, Amendment No. 7 filed on July 13, 2022, Amendment No. 8 filed on July 18, 2022, Amendment No. 9 filed on July 21, 2022, Amendment No. 10 filed on July 26, 2022, Amendment No. 11 filed on July 29, 2022, Amendment No. 12 filed on August 3, 2022, Amendment No. 13 filed on August 8, 2022, Amendment No. 14 filed on August 11, 2022, Amendment No. 15 filed on August 12, 2022, Amendment No. 16 filed on March 8, 2023, Amendment No. 17 filed on November 27, 2023, Amendment No. 18 filed on May 24, 2024, Amendment No. 19 filed on November 26, 2024, Amendment No. 20 filed on November 27, 2024, Amendment No. 21 filed on December 4, 2024, Amendment No. 22 filed on December 9, 2024, Amendment No. 23 filed on December 12, 2024, Amendment No. 24 filed on December 17, 2024, Amendment No. 25 filed on December 20, 2024, Amendment No. 26 filed on December 26, 2024, Amendment No. 27 filed on December 27, 2024, Amendment No. 28 filed on January 2, 2025, Amendment No. 29 filed on January 7, 2025, Amendment No. 30 filed on January 10, 2025, Amendment No. 31 filed on January 15, 2025, Amendment No. 32 filed on January 21, 2025, Amendment No. 33 filed on January 24, 2025, Amendment No. 34 filed on January 29, 2025, Amendment No. 35 filed on February 3, 2025, Amendment No. 36 filed on February 6, 2025 and Amendment No. 37 filed on February 11, 2025 (together, the "Original Schedule 13D") with the Securities and Exchange Commission (the "SEC").
This Amendment No. 38 is being filed in relation to the amendment and restatement of an existing and previously reported prepaid variable share forward transaction with Citibank, N.A. ("Citibank"), which is the amendment dated May 22, 2025 to the First Citi Supplemental Confirmation (such amendment, the "05/22/2024 Citi VPF Amendment").
In exchange for amending and restating the First Citi Supplemental Confirmation, QH Hungary paid $4,828,795 to Citibank. Pursuant to such transaction, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to Citibank, as described in more details in Item 6 below or the cash equivalent thereof.
After the 05/22/2025 Citi VPF Amendment, QH Hungary remained the direct beneficial owner of a total of 3,710,112 Shares and Gulf Hungary remained the indirect beneficial owner of the same 3,710,112 Shares. Gulf Hungary continues to be the direct beneficial owner of a separate 5,017 Shares. All 3,710,112 Shares directly owned by QH Hungary remain subject to the Shareholder Agreement (as defined in the Original Schedule 13D) to which QH Hungary also became a party by executing a joinder thereto.
This Amendment No. 38 is filed jointly by the Reporting Persons. All disclosure for items contained in the Original Schedule 13D is incorporated herein by reference, subject to being amended by the additional information provided for such item in this Amendment No. 38. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Original Schedule 13D.
Item 4 of the Original Schedule 13D is hereby amended to add the following:
This Amendment No. 38 relates to the 05/22/2025 Citi VPF Amendment, the purpose of which is to facilitate the transactions contemplated by the 05/22/25 Citi VPF Amendment. These transactions were designed for QH Hungary to raise financing, subject to the applicable transaction documents while maintaining an opportunity to share in the Issuer's future growth. These transactions are described in further detail in Item 6 of this Amendment No. 38. |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
(a) - (b) The information contained on the cover pages to this Amendment No. 38 is incorporated herein by reference. The Shares reported on this Amendment No. 38 are held by the Reporting Persons. QH Hungary is a wholly-owned subsidiary of Gulf Hungary, which is owned by Gulf Houghton, which is a subsidiary of Gulf Oil International. Gulf Oil International is owned by Amas Holding SPF ("Amas Holding"), a private wealth holding company, which in turn is beneficially owned by multiple members of the Hinduja family, with no single individual having a beneficial interest in Amas Holding of 5% or more. Based upon 17,680,655 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, as filed with the Securities and Exchange Commission on May 1, 2025, the Shares owned by the Reporting Persons constitutes approximately 21.0% of the issued and outstanding Common Stock of the Issuer.
Except for the Shares owned by the Reporting Persons, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed in Item 2(a)-(c) hereto beneficially owns any other securities of the Issuer. |
| | Item 6 of the Original Schedule 13D is hereby amended to add the following:
The information contained in Item 3 and 4 of the Original Schedule 13D, as amended by this Amendment No. 38, is hereby incorporated by reference herein.
On May 22, 2025, QH Hungary effected the 05/22/25 Citi VPF Amendment.
The First Citi Supplemental Confirmation covering a maximum aggregate amount of 350,000 shares is divided into 50 components of 7,000 shares each (each a "Component"). For each Component, QH Hungary is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from June 1, 2027 to August 11, 2027 either, at QH Hungary's option: (a) up to 7,000 Shares for the First Citi Supplemental Confirmation, to Citibank (such Share number, "Subject Number") based on the average market price of the Shares determined as described below or (b) an amount of cash equivalent to the value of such Shares.
The number of Shares (or, at QH Hungary's option, the cash equivalent) to be delivered to Citibank on each Settlement Date is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date, as reasonably determined by Citibank by reference to the Bloomberg Page "KWR <equity> AQR <Go>" (or any successor page thereto) (provided that, if such price is not so reported for any reason or is, in Citibank's reasonable discretion, erroneous, a price determined by Citibank in good faith and a commercially reasonable manner) (the "Settlement Price") is equal to or less than $104.9200 per Share (the "Forward Floor Price"), QH Hungary will deliver to Citibank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $115.4120 per Share (the "Forward Cap Price"), QH Hungary will deliver to Citibank a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, QH Hungary will deliver to Citibank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price. |
