UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Iris Energy Limited
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
Q4982L109
(CUSIP Number)
Everest Hill Group Inc.
Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG1110
With copies to:
Travis L. Gering
Wuersch & Gering LLP
100 Wall Street, 10th Floor
New York, New York 10005
(212) 509-5050
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 7, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* The remainder of this cover page shall be filled out for a Reporting Person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. Q4982L109
| 1. | Names of Reporting Persons. Everest Hill Group Inc. |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) ☐ (b) ☒ | |||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) | ||
| OO | |||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ☐ | |||
| 6. | Citizenship or Place of Organization | ||
| British Virgin Islands | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
0 | Sole Voting Power | |
| 1 | Shared Voting Power 2,918,597 Shares of Ordinary Shares |
||
| 2 | Sole Dispositive Power | ||
| 3 | Shared Dispositive Power | ||
| 0 | |||
| 7. | Aggregate Amount Beneficially Owned by Each Reporting Persons | ||
| 2,918,597 Shares of Ordinary Shares | |||
| 8. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
| ☐ | |||
| 9. | Percent of Class Represented by Amount in Row (11) | ||
| 5.3% | |||
| 10. | Type of Reporting Persons (See Instructions) OO |
||
CUSIP No. Q4982L109
| 1. | Names of Reporting Persons. Clifton Bay Offshore Investments L.P. |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) ☐ (b) ☒ | |||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) | ||
| OO | |||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ☐ | |||
| 6. | Citizenship or Place of Organization | ||
| British Virgin Islands | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
0 | Sole Voting Power | |
| 1 | Shared Voting Power 200,000 Shares of Ordinary Shares |
||
| 2 | Sole Dispositive Power | ||
| 3 | Shared Dispositive Power | ||
| 0 | |||
| 7. | Aggregate Amount Beneficially Owned by Each Reporting Persons | ||
| 200,000 Shares of Ordinary Shares | |||
| 8. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
| ☐ | |||
| 9. | Percent of Class Represented by Amount in Row (11) | ||
| 0.4% | |||
| 10. | Type of Reporting Persons (See Instructions) PN |
||
CUSIP No. Q4982L109
| 1. | Names of Reporting Persons. Clifton Bay Management Ltd. |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) ☐ (b) ☒ | |||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) | ||
| OO | |||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ☐ | |||
| 6. | Citizenship or Place of Organization | ||
| British Virgin Islands | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
0 | Sole Voting Power | |
| 1 | Shared Voting Power 200,000 Shares of Common Stock |
||
| 2 | Sole Dispositive Power | ||
| 3 | Shared Dispositive Power | ||
| 0 | |||
| 7. | Aggregate Amount Beneficially Owned by Each Reporting Persons | ||
| 200,000 Shares of Common Stock | |||
| 8. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
| ☐ | |||
| 9. | Percent of Class Represented by Amount in Row (11) | ||
| 0.4% | |||
| 10. | Type of Reporting Persons (See Instructions) OO |
||
CUSIP No. Q4982L109
| 1. | Names of Reporting Persons. AE Capital Limited |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) ☐ (b) ☒ | |||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) | ||
| OO | |||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ☐ | |||
| 6. | Citizenship or Place of Organization | ||
| British Virgin Islands | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
0 | Sole Voting Power | |
| 1 | Shared Voting Power 2,918,597 Shares of Ordinary Shares |
||
| 2 | Sole Dispositive Power | ||
| 3 | Shared Dispositive Power | ||
| 0 | |||
| 7. | Aggregate Amount Beneficially Owned by Each Reporting Persons | ||
| 2,918,597 Shares of Ordinary Shares | |||
| 8. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
| ☐ | |||
| 9. | Percent of Class Represented by Amount in Row (11) | ||
| 5.3% | |||
| 10. | Type of Reporting Persons (See Instructions) OO |
||
CUSIP No. Q4982L109
| 1. | Names of Reporting Persons. Vicali Services (BVI) Inc. |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) ☐ (b) ☒ | |||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) | ||
| OO | |||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ☐ | |||
| 6. | Citizenship or Place of Organization | ||
| British Virgin Islands | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
0 | Sole Voting Power | |
| 1 | Shared Voting Power 2,918,597 Shares of Ordinary Shares |
||
| 2 | Sole Dispositive Power | ||
| 3 | Shared Dispositive Power | ||
| 0 | |||
| 7. | Aggregate Amount Beneficially Owned by Each Reporting Persons | ||
| 2,918,597 Shares of Ordinary Shares | |||
| 8. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
| ☐ | |||
| 9. | Percent of Class Represented by Amount in Row (11) | ||
| 5.3% | |||
| 10. | Type of Reporting Persons (See Instructions) OO |
||
CUSIP No. Q4982L109
| 1. | Names of Reporting Persons. Q Management Services (PTC) Ltd. |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) ☐ (b) ☒ | |||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) | ||
| OO | |||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ☐ | |||
| 6. | Citizenship or Place of Organization | ||
| British Virgin Islands | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
0 | Sole Voting Power | |
| 1 | Shared Voting Power 2,918,597 Shares of Ordinary Shares |
||
| 2 | Sole Dispositive Power | ||
| 3 | Shared Dispositive Power | ||
| 0 | |||
| 7. | Aggregate Amount Beneficially Owned by Each Reporting Persons | ||
| 2,918,597 Shares of Ordinary Shares | |||
| 8. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
| ☐ | |||
| 9. | Percent of Class Represented by Amount in Row (11) | ||
| 5.3% | |||
| 10. | Type of Reporting Persons (See Instructions) CO |
||
CUSIP No. Q4982L109
| 1. | Names of Reporting Persons. Susan V. Demers |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) ☐ (b) ☒ | |||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) | ||
| OO | |||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ☐ | |||
| 6. | Citizenship or Place of Organization | ||
| United States | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
0 | Sole Voting Power | |
| 1 | Shared Voting Power 2,918,597 Shares of Ordinary Shares |
||
| 2 | Sole Dispositive Power | ||
| 3 | Shared Dispositive Power | ||
| 0 | |||
| 7. | Aggregate Amount Beneficially Owned by Each Reporting Persons | ||
| 2,918,597 Shares of Ordinary Shares | |||
| 8. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
| ☐ | |||
| 9. | Percent of Class Represented by Amount in Row (11) | ||
| 5.3% | |||
| 10. | Type of Reporting Persons (See Instructions) IN |
||
CUSIP No. Q4982L109
| 1. | Names of Reporting Persons. Andrea J. Douglas |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) ☐ (b) ☒ | |||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) | ||
| OO | |||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ☐ | |||
| 6. | Citizenship or Place of Organization | ||
| New Zealand | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
0 | Sole Voting Power | |
| 1 | Shared Voting Power 2,918,597 Shares of Ordinary Shares |
||
| 2 | Sole Dispositive Power | ||
| 3 | Shared Dispositive Power | ||
| 0 | |||
| 7. | Aggregate Amount Beneficially Owned by Each Reporting Persons | ||
| 2,918,597 Shares of Ordinary Shares | |||
| 8. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
| ☐ | |||
| 9. | Percent of Class Represented by Amount in Row (11) | ||
| 5.3% | |||
| 10. | Type of Reporting Persons (See Instructions) IN |
||
CUSIP No. Q4982L109
| 1. | Names of Reporting Persons. Wayne Quasha |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) ☐ (b) ☒ | |||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) | ||
| OO | |||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ☐ | |||
| 6. | Citizenship or Place of Organization | ||
| Australia | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
0 | Sole Voting Power | |
| 1 | Shared Voting Power 2,918,597 Shares of Ordinary Shares |
||
| 2 | Sole Dispositive Power | ||
| 3 | Shared Dispositive Power | ||
| 0 | |||
| 7. | Aggregate Amount Beneficially Owned by Each Reporting Persons | ||
| 2,918,597 Shares of Ordinary Shares | |||
| 8. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
| ☐ | |||
| 9. | Percent of Class Represented by Amount in Row (11) | ||
| 5.3% | |||
| 10. | Type of Reporting Persons (See Instructions) IN |
||
CUSIP No. Q4982L109
Item 1. Security and Issuer
This Schedule 13D relates to the shares of Ordinary Shares ("Ordinary Shares") of Iris Energy Limited (the "Issuer"). The address of the principal executive offices of the Issuer is Level 12, 44 Market Street, Sydney, SAW 2000 Australia.
Item 2. Identity and Background
Item 2(a)-(c).
This Schedule D is being jointly filed by each of the following persons (being herein collectively referred to as the "Reporting Persons") pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"):
(i) Everest Hill Group Inc. ("Everest Hill")
(ii) Clifton Bay Offshore Investments L.P. ("Clifton Bay Investments")
(iii) Clifton Bay Management Ltd. ("Clifton Bay Management")
(iv) AE Capital Limited ("AE Capital")
(v) Vicali Services (BVI) Inc. ("Vicali")
(vi) Q Management Services (PTC) Ltd. ("Q Management")
(vii) Susan V. Demers ("Demers")
(viii) Andrea J. Douglas ("Douglas")
(ix) Wayne Quasha ("Wayne Quasha")
The Reporting Persons are filing this Statement because they may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Act, with respect to the transaction described in Item 4 of this Statement. Except as expressly otherwise set forth in this Statement, each Reporting Persons disclaims beneficial ownership of the shares of Ordinary Shares beneficially owned by any other Reporting Persons or any other person.
The Ordinary Shares include shares held directly by AE Capital and Clifton Bay Investments. AE Capital holds 2,718,597 shares of Ordinary Shares directly but indirectly holds 2,918,597, which includes Clifton Bay Investments shares of Ordinary Shares. Clifton Bay Investments holds 200,000 shares of Ordinary Shares. Everest Hill, AE Capital and Clifton Bay Investments are Affiliates as defined in Securities Act of 1933, as amended. Therefore, Everest Hill is also deemed to hold 2,918,567 shares of Ordinary Shares. The general partner of Clifton Bay Investments is Clifton Bay Management, which is indirectly owned by the Trustee of the Everest Trust ("Everest Trust"), a trust settled by Mr. Wayne Quasha. Q Management, as Trustee of Everest Trust, owns all of the shares of Everest Hill and AE Capital. Vicali, is the sole director of Everest Hill, AE Capital and Q Management, and Demers, a United States citizen, and Douglas, a citizen of New Zealand, are the directors of Vicali and each of them has voting power over Vicali and thus power over investment and voting determinations made by Everest Hill, AE Capital and Clifton Bay Management. Mr. Wayne Quasha ultimately beneficially owns all of the shares of Everest Hill and AE Capital, and as such, is in a position, indirectly, to determine the investment and voting decisions made by Everest Hill, AE Capital and Clifton Bay Management.
CUSIP No. Q4982L109
The principal business address and principal business or occupation of each Reporting Persons is as follows:
| Name and Business Address | Principal Business or Occupation |
| Everest Hill Group Inc. Tropic Isle Building P.O. BOX 3331 Road Town, Tortola British Virgin Islands VG 1110 |
Investment Holding Company |
| Clifton Bay Offshore Investments LP Tropic Isle Building P.O. BOX 3331 Road Town, Tortola British Virgin Islands VG 1110 |
Investment Holdings Company |
| Clifton Bay Management Ltd. Tropic Isle Building P.O. BOX 3331 Road Town, Tortola British Virgin Islands VG 1110 |
General Partner of Clifton Bay Investments |
| AE Capital Limited Tropic Isle Building P.O. BOX 3331 Road Town, Tortola British Virgin Islands VG 1110 |
Investment Holding Company |
| Vicali Services (BVI) Inc. Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 |
Corporate director to various companies |
| Q Management Services (PTC) Ltd. Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 |
Trustee of Everest Trust |
| Susan V. Demers Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 |
Attorney |
| Andrea J. Douglas Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 |
Accountant |
| Wayne Quasha c/o PFD Corporate Services (BVI) Limited Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG1110 |
Settlor of Everest Trust |
CUSIP No. Q4982L109
Item 2(d)-(e). During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, the Reporting Persons have not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source or Amount of Funds or Other Consideration
The information set forth in Item 4 and Item 5(c) below is incorporated by reference in its entirety into this Item 3. AE Capital beneficially acquired the shares set forth in Item 5(c) through several purchases and through the Issuer's initial public offering on November 16, 2021. The legal acquisition of such shares was effectuated through AE Capital and Clifton Bay Investments.
Item 4. Purpose of Transaction
The Reporting Persons acquired the shares of Ordinary Shares of the Issuer for general investment purposes. The Reporting Persons will continuously evaluate their ownership of Ordinary Shares and the Issuer's business and industry. Depending on the market conditions and other factors that the Reporting Persons may deem material to their investment decision, including the availability of other investment opportunities, the Reporting Persons may from time to time acquire additional shares of Ordinary Shares that such Reporting Persons now owns or may hereafter acquire.
Without limitation, the foregoing (and consistent with its investment purpose), the Reporting Persons will continue to consider alternative courses of action and will in the future take such actions with respect to its investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time. Such actions, in addition to that discussed above, may include making recommendations to members of management concerning various business strategies, acquisitions, policies, seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, significant equity investment, exchange offer or otherwise, or such other actions as the Reporting Persons may deem appropriate.
Item 5. Interest in Securities of the Issuer
Item 5(a)-(b). The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percent of class was calculated based on 54,982,916 shares of Ordinary Shares outstanding as of June 30, 2022, as disclosed in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on September 13, 2022.
Everest Hill is deemed to have the power to vote or to direct the vote of, and to dispose or direct the disposition on, the Ordinary Shares of the Issuer beneficially owned by AE Capital and Clifton Bay Investments. Because of their relationship to Everest Hill and AE Capital as identified in Item 2 above, each of Wayne Quasha, Vicali, Demers and Douglas share voting and dispositive power with regard to Ordinary Shares owned by AE Capital and Clifton Bay Investments. Each of Vicali, Demers and Douglas disclaim any beneficial ownership interest in Ordinary Shares of the Issuer owned by AE Capital and Clifton Bay Investments, indirectly owned through Everest Hill.
Item 5(c). The transactions set forth on Schedule A, incorporated herein by reference to Exhibit 99.1 hereto, were effectuated by the reporting persons during the sixty days preceding the date of filing of this Schedule 13D between December 3, 2021 and November 7, 2022.
Item 5(d). Not applicable.
Item 5(e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as described herein, none of the Reporting Persons, and none of the executive officers or directors of the Reporting Persons, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or vestment power over securities of the Issuer.
CUSIP No. Q4982L109
Item 7. Material to be Filed as Exhibits
| Exhibit 99.1 | Joint Filing Agreement dated December 13, 2022 |
| Exhibit 99.2 | Schedule A, setting forth transactions effectuated by the reporting persons between November 16, 2021 and November 7, 2022. |
[Signature Page Follows]
CUSIP No. Q4982L109
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 13, 2022
EVEREST HILL GROUP INC.
By: Vicali Services (BVI) Inc., Its Director
| By: | /s/ Susan V. Demers |
| Name: Susan V. Demers | |
| Title: Director | |
| By: | /s/ Andrea J. Douglas |
| Name: Andrea J. Douglas | |
| Title: Director |
CLIFTON BAY OFFSHORE INVESTMENTS L.P.
By: Clifton Bay Management Ltd., its general partner
By: Vicali Services (BVI) Inc., Its Director
| By: | /s/ Susan V. Demers |
| Name: Susan V. Demers | |
| Title: Director | |
| By: | /s/ Andrea J. Douglas |
| Name: Andrea J. Douglas | |
| Title: Director |
CLIFTON BAY MANAGEMENT LTD.
By: Vicali Services (BVI) Inc., Its Director
| By: | /s/ Susan V. Demers |
| Name: Susan V. Demers | |
| Title: Director | |
| By: | /s/ Andrea J. Douglas |
| Name: Andrea J. Douglas | |
| Title: Director |
AE CAPITAL LIMITED
By: Vicali Services (BVI) Inc., Its Director
| By: | /s/ Susan V. Demers |
| Name: Susan V. Demers | |
| Title: Director | |
| By: | /s/ Andrea J. Douglas |
| Name: Andrea J. Douglas | |
| Title: Director |
Q MANAGEMENT SERVICES (PTC) LTD.
By: Vicali Services (BVI) Inc., Its Director
| By: | /s/ Susan V. Demers |
| Name: Susan V. Demers | |
| Title: Director | |
| By: | /s/ Andrea J. Douglas |
| Name: Andrea J. Douglas | |
| Title: Director |
CUSIP No. Q4982L109
VICALI SERVICES (BVI) INC.
By: /s/ Susan V. Demers
Name: Susan V. Demers
Title: Director
By: /s/ Andrea J. Douglas
Name: Andrea J. Douglas
Title: Director
/s/ Susan V. Demers
Susan V. Demers, individually
/s/ Andrea J. Douglas
Andrea J. Douglas, individually
/s/ Wayne Quasha
Wayne Quasha, individually
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D, including all amendments thereto, with respect to the Ordinary Shares of Iris Energy Limited, and further agree that this Joint Filing Agreement shall be included as an exhibit to the first such joint filing and may, as required, be included as an exhibit to subsequent amendments thereto.
Each of the undersigned agrees and acknowledges that each party hereto is (i) individually eligible to use such Schedule 13D and (ii) responsible for the timely filing of such Schedule 13D and any and all amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness and accuracy of the information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. A facsimile, telecopy or other digital execution service (e.g., via DocuSign) or other reproduction of this Joint Filing Agreement may be executed by one or more parties hereto, and an executed copy of this Joint Filing Agreement may be delivered by one or more parties hereto by facsimile, e-mail or similar instantaneous electronic transmission device, pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be construed as valid, binding and effective for all purposes as of the date hereof.
Dated: December 13, 2022
[Signature Page Follows]
JOINT FILING AGREEMENT
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.
EVEREST HILL GROUP INC.
By: Vicali Services (BVI) Inc., Its Director
|
By: |
/s/ Susan V. Demers |
|
|
Name: Susan V. Demers |
|
|
Title: Director |
|
By: |
/s/ Andrea J. Douglas |
|
|
Name: Andrea J. Douglas |
|
|
Title: Director |
CLIFTON BAY OFFSHORE INVESTMENTS L.P.
By: Clifton Bay Management Ltd., its general partner
By: Vicali Services (BVI) Inc., Its Director
|
By: |
/s/ Susan V. Demers |
|
|
Name: Susan V. Demers |
|
|
Title: Director |
|
By: |
/s/ Andrea J. Douglas |
|
|
Name: Andrea J. Douglas |
|
|
Title: Director |
CLIFTON BAY MANAGEMENT LTD.
By: Vicali Services (BVI) Inc., Its Director
|
By: |
/s/ Susan V. Demers |
|
|
Name: Susan V. Demers |
|
|
Title: Director |
|
By: |
/s/ Andrea J. Douglas |
|
|
Name: Andrea J. Douglas |
|
|
Title: Director |
AE CAPITAL LIMITED
By: Vicali Services (BVI) Inc., Its Director
|
By: |
/s/ Susan V. Demers |
|
|
Name: Susan V. Demers |
|
|
Title: Director |
|
By: |
/s/ Andrea J. Douglas |
|
|
Name: Andrea J. Douglas |
|
|
Title: Director |
JOINT FILING AGREEMENT
Q MANAGEMENT SERVICES (PTC) LTD.
By: Vicali Services (BVI) Inc., Its Director
|
By: |
/s/ Susan V. Demers |
|
|
Name: Susan V. Demers |
|
|
Title: Director |
|
By: |
/s/ Andrea J. Douglas |
|
|
Name: Andrea J. Douglas |
|
|
Title: Director |
VICALI SERVICES (BVI) INC.
|
By: |
/s/ Susan V. Demers |
|
|
Name: Susan V. Demers |
|
|
Title: Director |
|
By: |
/s/ Andrea J. Douglas |
|
|
Name: Andrea J. Douglas |
|
|
Title: Director |
| /s/ Susan V. Demers |
| Susan V. Demers, individually |
| /s/ Andrea J. Douglas |
| Andrea J. Douglas, individually |
| /s/ Wayne Quasha |
| Wayne Quasha, individually |
Everest Hill Group Inc. & Affiliates
Schedule 13D
Schedule A
Transactions between November 16, 2021 and November 7, 2022
Reporting Persons: Everest Hill Group Inc. and all beneficial owner affiliates as reported on
the Schedule 13D to which this Schedule A appears an exhibit.
|
Date |
Buy/Sell |
No. of |
Price/Share |
|
|
|
|
|
|
11/16/2021 |
Buy |
1,948,027 |
$28.000 |
|
12/3/2021 |
Buy |
5,086 |
$15.241 |
|
12/3/2021 |
Buy |
10,000 |
$15.434 |
|
12/3/2021 |
Buy |
10,000 |
$15.524 |
|
12/3/2021 |
Buy |
15,000 |
$15.848 |
|
12/6/2021 |
Buy |
6,407 |
$14.821 |
|
12/6/2021 |
Buy |
10,000 |
$14.853 |
|
12/8/2021 |
Buy |
10,000 |
$14.946 |
|
12/9/2021 |
Buy |
13,507 |
$14.228 |
|
12/9/2021 |
Buy |
10,000 |
$14.83 |
|
12/9/2021 |
Buy |
10,000 |
$15.381 |
|
12/9/2021 |
Buy |
3,500 |
$14.704 |
|
12/10/2021 |
Buy |
10,000 |
$13.971 |
|
12/10/2021 |
Buy |
10,000 |
$13.952 |
|
12/10/2021 |
Buy |
10,000 |
$13.862 |
|
12/10/2021 |
Buy |
10,000 |
$14.399 |
|
12/13/2021 |
Buy |
10,000 |
$13.689 |
|
12/13/2021 |
Buy |
15,000 |
$13.717 |
|
12/13/2021 |
Buy |
10,000 |
$13.732 |
|
12/13/2021 |
Buy |
10,000 |
$13.919 |
|
12/14/2021 |
Buy |
10,000 |
$12.697 |
|
12/14/2021 |
Buy |
10,000 |
$12.988 |
|
12/14/2021 |
Buy |
11,500 |
$13.295 |
|
12/15/2021 |
Buy |
10,400 |
$12.895 |
|
12/17/2021 |
Buy |
10,000 |
$12.996 |
|
12/17/2021 |
Buy |
10,000 |
$12.995 |
|
1/6/2022 |
Buy |
5,000 |
$12.60 |
|
1/6/2022 |
Buy |
5,000 |
$12.693 |
|
1/7/2022 |
Buy |
5,000 |
$11.935 |
|
1/10/2022 |
Buy |
5,000 |
$11.207 |
|
1/25/2022 |
Buy |
2,670 |
$9.247 |
|
1/25/2022 |
Buy |
5,000 |
$9.522 |
|
1/25/2022 |
Buy |
5,000 |
$9.599 |
|
2/23/2022 |
Sell |
(7,000) |
$14.278 |
|
3/10/2022 |
Sell |
(5,000) |
$17.19 |
|
3/10/2022 |
Sell |
(5,000) |
$17.00 |
|
Date |
Buy/Sell |
No. of |
Price/Share |
|
4/11/2022 |
Buy |
2,500 |
$13.50 |
|
4/11/2022 |
Buy |
2,000 |
$13.40 |
|
4/11/2022 |
Buy |
2,000 |
$13.00 |
|
4/12/2022 |
Buy |
2,000 |
$12.84 |
|
4/14/2022 |
Buy |
1,000 |
$12.46 |
|
4/18/2022 |
Buy |
1,000 |
$11.90 |
|
4/18/2022 |
Buy |
1,500 |
$11.61 |
|
4/19/2022 |
Buy |
1,000 |
$11.25 |
|
4/20/2022 |
Buy |
1,500 |
$11.00 |
|
4/21/2022 |
Buy |
1,000 |
$10.69 |
|
4/21/2022 |
Buy |
1,000 |
$10.90 |
|
4/25/2022 |
Buy |
1,000 |
$11.00 |
|
4/26/2022 |
Buy |
1,000 |
$10.16 |
|
4/26/2022 |
Buy |
1,500 |
$10.40 |
|
4/27/2022 |
Buy |
1,000 |
$9.93 |
|
4/27/2022 |
Buy |
1,000 |
$9.97 |
|
4/28/2022 |
Buy |
1,000 |
$9.95 |
|
5/9/2022 |
Buy |
1,500 |
$8.59 |
|
5/9/2022 |
Buy |
1,000 |
$8.50 |
|
5/10/2022 |
Buy |
1,500 |
$7.70 |
|
5/10/2022 |
Buy |
1,000 |
$8.40 |
|
5/11/2022 |
Buy |
1,500 |
$7.00 |
|
5/11/2022 |
Buy |
1,000 |
$6.99 |
|
5/12/2022 |
Buy |
1,500 |
$6.53 |
|
5/13/2022 |
Buy |
2,000 |
$7.63 |
|
5/13/2022 |
Buy |
2,500 |
$7.70 |
|
5/16/2022 |
Buy |
10,000 |
$4.85 |
|
5/16/2022 |
Buy |
15,000 |
$4.81 |
|
5/16/2022 |
Buy |
15,000 |
$4.88 |
|
5/16/2022 |
Buy |
15,000 |
$4.84 |
|
5/17/2022 |
Buy |
10,000 |
$5.39 |
|
5/17/2022 |
Buy |
10,000 |
$5.47 |
|
5/18/2022 |
Buy |
2,000 |
$5.65 |
|
5/24/2022 |
Buy |
2,000 |
$5.16 |
|
6/7/2022 |
Buy |
2,000 |
$5.34 |
|
6/8/2022 |
Buy |
2,500 |
$5.30 |
|
6/9/2022 |
Buy |
2,000 |
$4.94 |
|
6/9/2022 |
Buy |
2,500 |
$4.98 |
|
6/13/2022 |
Buy |
3,000 |
$4.21 |
|
6/14/2022 |
Buy |
6,000 |
$3.78 |
|
6/14/2022 |
Buy |
7,000 |
$3.84 |
|
6/15/2022 |
Buy |
3,242 |
$3.69 |
|
6/15/2022 |
Buy |
4,758 |
$3.77 |
|
6/15/2022 |
Buy |
7,000 |
$3.83 |
|
6/16/2022 |
Buy |
6,000 |
$3.83 |
|
6/16/2022 |
Buy |
8,000 |
$3.62 |
|
6/16/2022 |
Buy |
4,000 |
$3.68 |
|
6/16/2022 |
Buy |
8,000 |
$3.58 |
|
Date |
Buy/Sell |
No. of |
Price/Share |
|
6/17/2022 |
Buy |
6,000 |
$3.70 |
|
6/17/2022 |
Buy |
8,000 |
$3.72 |
|
6/17/2022 |
Buy |
9,000 |
$3.73 |
|
6/17/2022 |
Buy |
9,000 |
$3.85 |
|
6/21/2022 |
Buy |
6,000 |
$3.57 |
|
6/21/2022 |
Buy |
8,000 |
$3.60 |
|
6/22/2022 |
Buy |
7,000 |
$3.30 |
|
6/22/2022 |
Buy |
8,000 |
$3.32 |
|
6/23/2022 |
Buy |
8,000 |
$3.09 |
|
6/23/2022 |
Buy |
7,000 |
$3.12 |
|
6/27/2022 |
Buy |
4,000 |
$3.38 |
|
6/28/2022 |
Buy |
8,000 |
$3.10 |
|
6/29/2022 |
Buy |
8,000 |
$3.15 |
|
6/29/2022 |
Buy |
9,000 |
$3.17 |
|
6/29/2022 |
Buy |
4,000 |
$3.17 |
|
6/30/2022 |
Buy |
8,000 |
$3.29 |
|
6/30/2022 |
Buy |
9,000 |
$3.33 |
|
7/1/2022 |
Buy |
6,000 |
$3.53 |
|
7/1/2022 |
Buy |
8,000 |
$3.56 |
|
7/5/2022 |
Buy |
8,000 |
$3.37 |
|
7/5/2022 |
Buy |
7,000 |
$3.40 |
|
7/6/2022 |
Buy |
8,000 |
$3.14 |
|
7/6/2022 |
Buy |
9,000 |
$3.29 |
|
7/6/2022 |
Buy |
6,000 |
$3.31 |
|
7/7/2022 |
Buy |
5,000 |
$3.69 |
|
7/7/2022 |
Buy |
6,000 |
$3.72 |
|
7/8/2022 |
Buy |
6,000 |
$3.75 |
|
7/8/2022 |
Buy |
6,000 |
$3.81 |
|
7/11/2022 |
Buy |
5,000 |
$3.56 |
|
7/11/2022 |
Buy |
8,000 |
$3.60 |
|
7/12/2022 |
Buy |
5,000 |
$3.30 |
|
7/12/2022 |
Buy |
6,000 |
$3.37 |
|
7/13/2022 |
Buy |
6,000 |
$3.26 |
|
7/14/2022 |
Buy |
5,000 |
$3.13 |
|
7/15/2022 |
Buy |
5,000 |
$3.25 |
|
7/18/2022 |
Buy |
5,000 |
$3.13 |
|
7/19/2022 |
Buy |
7,000 |
$3.45 |
|
7/19/2022 |
Buy |
6,000 |
$3.46 |
|
7/20/2022 |
Buy |
8,000 |
$3.88 |
|
7/20/2022 |
Buy |
7,000 |
$4.05 |
|
7/21/2022 |
Buy |
7,000 |
$3.98 |
|
7/21/2022 |
Buy |
8,000 |
$4.09 |
|
7/22/2022 |
Buy |
8,000 |
$3.84 |
|
7/22/2022 |
Buy |
7,000 |
$3.89 |
|
7/25/2022 |
Buy |
8,000 |
$3.52 |
|
7/26/2022 |
Buy |
7,000 |
$3.55 |
|
7/29/2022 |
Buy |
4,000 |
$4.01 |
|
11/4/2022 |
Buy |
100,000 |
$2.7802 |
| 11/7/2022 | Buy | 100,000 | $2.7927 |