Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED
STATES
SCHEDULE
13D
AMERICAN OUTDOOR BRANDS, INC. |
(Name of Issuer)
Common Stock, par value $0.001 |
(Title of Class of Securities)
02875D109 |
(CUSIP Number)
Bijel
Doshi (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 9, 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 Sections 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 the disclosures provided in a prior cover page.
The information required in 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 (“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. 02875D109 | ||
| 1. | Names of Reporting Persons | Hallador Investment Advisors, 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) | AF |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ¨ |
| 6. | Citizenship or Place of Organization | Delaware |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power | 1,008,996 |
| 8. Shared Voting Power | 0 | |
| 9. Sole Dispositive Power | 1,008,996 | |
| 10. Shared Dispositive Power | 0 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 1,008,996 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) | 7.5%(1) |
| 14. | Type of Reporting Person (See Instructions) | CO |
(1) Based on 13,456,529 shares of common stock issued and outstanding as of September 1, 2022, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on September 8, 2022.
| CUSIP No. 02875D109 | ||
| 1. | Names of Reporting Persons | Hallador Alternative Assets Fund LLC |
| 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) | WC |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ¨ |
| 6. | Citizenship or Place of Organization | Delaware |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power | 0 |
| 8. Shared Voting Power | 545,737 | |
| 9. Sole Dispositive Power | 0 | |
| 10. Shared Dispositive Power | 545,737 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 545,737 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) | 4.1%(1) |
| 14. | Type of Reporting Person (See Instructions) | OO |
(1) Based on 13,456,529 shares of common stock issued and outstanding as of September 1, 2022, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on September 8, 2022.
| CUSIP No. 02875D109 | ||
| 1. | Names of Reporting Persons | The Moka Fund LP |
| 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) | WC |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ¨ |
| 6. | Citizenship or Place of Organization | Delaware |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power | 0 |
| 8. Shared Voting Power | 463,259 | |
| 9. Sole Dispositive Power | 0 | |
| 10. Shared Dispositive Power | 463,259 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 463,259 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) | 3.4%(1) |
| 14. | Type of Reporting Person (See Instructions) | PN |
(1) Based on 13,456,529 shares of common stock issued and outstanding as of September 1, 2022, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on September 8, 2022.
| CUSIP No. 02875D109 | ||
| 1. | Names of Reporting Persons | David C. Hardie |
| 2. | Check the Appropriate Box if a Member of a Group (See Instr uctions) | (a) ¨ (b) ¨ |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) | PF |
| 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 |
7. Sole Voting Power | 11,900 |
| 8. Shared Voting Power | 1,008,996 | |
| 9. Sole Dispositive Power | 11,900 | |
| 10. Shared Dispositive Power | 1,008,996 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 1,020,896 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) | 7.6%(1) |
| 14. | Type of Reporting Person (See Instructions) | IN |
(1) Based on 13,456,529 shares of common stock issued and outstanding as of September 1, 2022, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on September 8, 2022.
| CUSIP No. 02875D109 | ||
| 1. | Names of Reporting Persons | Kevin Leary |
| 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) | PF |
| 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< /td> |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power | 4,372 |
| 8. Shared Voting Power | 1,008,996 | |
| 9. Sole Dispositive Power | 4,372 | |
| 10. Shared Dispositive Power | 1,008,996 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 1,013,368 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) | 7.5%(1) |
| 14. | Type of Reporting Person (See Instructions) | IN |
(1) Based on 13,456,529 shares of common stock issued and outstanding as of September 1, 2022, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on September 8, 2022.
| CUSIP No. 02875D109 | ||
| 1. | Names of Reporting Persons | Bijel Doshi |
| 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) | PF |
| 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 |
7. Sole Voting Power | 9,509 |
| 8. Shared Voting Power | 1,008,996 | |
| 9. Sole Dispositive Power | 9,509 | |
| 10. Shared Dispositive Power | 1,008,996 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 1,018,515 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) | 7.6%(1) |
| 14. | Type of Reporting Person (See Instructions) | IN |
(1) Based on 13,456,529 shares of common stock issued and outstanding as of September 1, 2022, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on September 8, 2022.
| Item 1. | Security and Issuer. |
This statement relates to shares of Common Stock, $0.001 par value (the “Shares”) of American Outdoor Brands, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive office is 1800 North Route Z, Suite A, Columbia, MO 65202.
| Item 2. | Identity and Background. |
| a. | Name of Person Filing: |
| (i) | Hallador Investment Advisors, Inc., a corporation organized under the laws of the state of Delaware (“HIA”). HIA is the investment advisor to HAAF and Moka (each as defined below) and as such, has voting and dispositive power with respect to the investments of HAAF and Moka. |
| (ii) | Hallador Alternative Assets Fund LLC, a limited liability company organized under the laws of the state of Delaware (“HAAF”). HAAF is a private equity investment fund directed or controlled by its managing members, Hallador Management, LLC and David C. Hardie. |
| (iii) | The Moka Fund LP, a limited partnership organized under the laws of the state of Delaware (“Moka”), is directed or controlled by its general partner, HIA. Moka pursues a value-oriented investment strategy, principally focused on domestic public equities. |
| (iv) | David C. Hardie is a United States citizen. He is the Chairman and a Managing Director of HIA and a Managing Member of HAAF. |
| (v) | Kevin Leary is a United States citizen. He is the Chief Executive Officer and a Managing Director of HIA. |
| (vi) | Bijel Doshi is a United States citizen. He is the Portfolio Manager and a Managing Director of HIA. |
| b. | Residence or Business Address: |
| (i) | The address of HIA is 5485 Kietzke Lane, Reno, NV 89511. |
| (ii) | The address of HAAF is 5485 Kietzke Lane, Reno, NV 89511. |
| (iii) | The address of Moka is 5485 Kietzke Lane, Reno, NV 89511. |
| (iv) | The address of David C. Hardie is 5485 Kietzke Lane, Reno, NV 89511. |
| (v) | The address of Kevin Leary is 5485 Kietzke Lane, Reno, NV 89511. |
| (vi) | The address of Bijel Doshi is 5485 Kietzke Lane, Reno, NV 89511. |
| c. | None of the Reporting Persons, within the last five years, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| d. | None of the Reporting Persons, during the last five years, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which 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, United States federal or state securities laws or finding any violation with respect to such laws. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
The funds for the purchase of the 545,737 Shares beneficially owned by HAAF were derived from the general working capital of HAAF. The funds for the purchase of the 463,259 Shares beneficially owned by Moka were derived from the general working capital of Moka. The funds for the purchase of the 11,900 Shares over which David C. Hardie exercises sole voting and dispositive control were derived from the personal funds of David C. Hardie. The funds for the purchase of the 4,372 Shares over which Kevin Leary exercises sole voting and dispositive control were derived from the personal funds of Kevin Leary. The funds for the purchase of the 9,509 Shares over which Bijel Doshi exercises sole voting and dispositive control were derived from the personal funds of Bijel Doshi.
A total of $11,413,429, inclusive of broker fees, was paid to acquire the Shares reported herein.
| Item 4. | Purpose of Transaction. |
The Reporting Persons acquired the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer, through among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons have no present plan or proposals that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. The Reporting Persons have previously engaged in discussions with management and other stockholders, and expect they will continue to engage in such discussions, including with the board of directors and other relevant parties, concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the results of the Issuer’s financial position and business strategy, price levels of the Shares, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares or selling some or all of their Shares, engaging in any hedging or similar transactions with respect to the Shares, seeking board representation, engaging in discussions with management, the board of directors, other stockholders and other relevant parties concerning the business, operations, board composition, management, strategy and future performance of the Issuer or taking other action to effect changes in the board composition, ownership structure or operations of the Issuer, encouraging the Issuer to pursue one or more strategic transactions and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. The Reporting Persons remain open and available to consider various transactions and strategies that could potentially unlock stockholder value.
| Item 5. | Interest in Securities of the Issuer. |
(a)
| (i) | HIA beneficially owns 1,008,996 Shares, or 7.5% of the Shares. |
| (ii) | The amount of Shares considered to be beneficially owned by HIA by reason of its voting and dispositive powers with respect to HAAF’s investments is 545,737 Shares, or 4.1% of the Shares. |
| (iii) | The amount of Shares considered to be beneficially owned by HIA by reason of its voting and dispositive powers with respect to Moka’s investments is 463,259 Shares, or 3.4% of the Shares. |
| (iv) | David C. Hardie beneficially owns 11,900 Shares and, as a Managing Director of HIA, may be deemed to beneficially own an additional 1,008,996 Shares, for a total of 7.6% of the Shares. |
| (v) | Kevin Leary beneficially owns 4,372 Shares and, as a Managing Director of HIA, may be deemed to beneficially own an additional 1,008,996 Shares, for a total of 7.5% of the Shares. |
| (vi) | Bijel Doshi beneficially owns 9,509 Shares and, as a Managing Director of HIA, may be deemed to beneficially own an additional 1,008,996 Shares, for a total of 7.6% of the Shares. |
| (b) | The following table sets forth the number of Shares as to which the Reporting Persons have (i) the sole power to vote or direct the voting of the Shares, (ii) the sole power to dispose or to direct the disposition of the Shares or (iii) shared power to vote or direct the vote or dispose or direct disposition of the Shares: |
| Reporting Person | Sole Voting Power | Sole
Power of Disposition | Shared
Voting and Power of Disposition | |||||||||
| Hallador Investment Advisors, Inc. | 1,008,996 | 1,008,996 | 0 | |||||||||
| Hallador Alternative Assets Fund LLC | 0 | 0 | 545,737 | |||||||||
| The Moka Fund LP | 0 | 0 | 463,259 | |||||||||
| David C. Hardie | 11,900 | 11,900 | 1,008,996 | |||||||||
| Kevin Leary | 4,372 | 4,372 | 1,008,996 | |||||||||
| Bijel Doshi | 9,509 | 9,509 | 1,008,996 | |||||||||
(c)
| Reporting Person | Date | Number of Shares | Price per Share | Where and How the Transaction Was Effected | ||||||||
| HAAF | July 11, 2022 | 6,000 | $ | 9.16 | Open Market | |||||||
| HAAF | July 12, 2022 | 16,000 | $ | 9.03 | Open Market | |||||||
| HAAF | July 13, 2022 | 8,000 | $ | 9.20 | Open Market | |||||||
| Moka | July 22, 2022 | 15,045 | $ | 7.81 | Open Market | |||||||
| HAAF | July 22, 2022 | 15,045 | $ | 7.81 | Open Market | |||||||
| Moka | July 25, 2022 | 700 | $ | 7.97 | Open Market | |||||||
| Moka | July 26, 2022 | 11,874 | $ | 7.74 | Open Market | |||||||
| HAAF | July 26, 2022 | 11,873 | $ | 7.74 | Open Market | |||||||
| Moka | July 27, 2022 | 8,196 | $ | 7.90 | Open Market | |||||||
| HAAF | July 27, 2022 | 8,195 | $ | 7.90 | Open Market | |||||||
| Moka | July 29, 2022 | 19,813 | $ | 7.91 | Open Market | |||||||
| Moka | July 29, 2022 | 18,000 | $ | 7.91 | Open Market | |||||||
| HAAF | July 29, 2022 | 19,813 | $ | 7.91 | Open Market | |||||||
| Moka | August 8, 2022 | 1,000 | $ | 7.78 | Open Market | |||||||
| Moka | August 9, 2022 | 6,500 | $ | 7.91 | Open Market | |||||||
| HAAF | August 9, 2022 | 6,500 | $ | 7.91 | Open Market | |||||||
| Moka | August 10, 2022 | 2,500 | $ | 8.58 | Open Market | |||||||
| HAAF | August 10, 2022 | 2,500 | $ | 8.58 | Open Market | |||||||
| Moka | August 12, 2022 | 1,015 | $ | 9.09 | Open Market | |||||||
| Moka | August 12, 2022 | 2,000 | $ | 9.02 | Open Market | |||||||
| HAAF | August 12, 2022 | 1,014 | $ | 9.09 | Open Market | |||||||
| Moka | August 15, 2022 | 602 | $ | 8.70 | Open Market | |||||||
| HAAF | August 15, 2022 | 603 | $ | 8.70 | Open Market | |||||||
| Moka | August 17, 2022 | 3,775 | $ | 8.82 | Open Market | |||||||
| Moka | August 17, 2022 | 1,056 | $ | 8.79 | Open Market | |||||||
| HAAF | August 17, 2022 | 3,776 | $ | 8.82 | Open Market | |||||||
| Moka | August 18, 2022 | 2,419 | $ | 8.81 | Open Market | |||||||
| HAAF | August 18, 2022 | 2,419 | $ | 8.81 | Open Market | |||||||
| Moka | August 19, 2022 | 6,664 | $ | 8.61 | Open Market | |||||||
| HAAF | August 19, 2022 | 6,664 | $ | 8.61 | Open Market | |||||||
| Moka | August 22, 2022 | 2,500 | $ | 8.43 | Open Market | |||||||
| Moka | August 22, 2022 | 3,895 | $ | 8.43 | Open Market | |||||||
| HAAF | August 22, 2022 | 2,500 | $ | 8.43 | Open Market | |||||||
| Moka | August 23, 2022 | 2,500 | $ | 8.44 | Open Market | |||||||
| Moka | August 23, 2022 | 4,500 | $ | 8.44 | Open Market | |||||||
| HAAF | August 23, 2022 | 2,500 | $ | 8.44 | Open Market | |||||||
| Moka | August 24, 2022 | 1,167 | $ | 8.24 | Open Market | |||||||
| Moka | August 24, 2022 | 1,605 | $ | 8.33 | Open Market | |||||||
| HAAF | August 24, 2022 | 1,167 | $ | 8.24 | Open Market | |||||||
| Moka | August 26, 2022 | 4,045 | $ | 7.93 | Open Market | |||||||
| Moka | August 26, 2022 | 8,089 | $ | 7.93 | Open Market | |||||||
| HAAF | August 26, 2022 | 4,044 | $ | 7.93 | Open Market | |||||||
| Moka | August 30, 2022 | 25,157 | $ | 9.14 | Open Market | |||||||
| HAAF | August 30, 2022 | 25,156 | $ | 9.14 | Open Market | |||||||
| Moka | September 9, 2022 | 14,711 | $ | 8.24 | Open Market | |||||||
| Moka | September 9, 2022 | 14,710 | $ | 8.24 | Open Market | |||||||
| HAAF | September 9, 2022 | 14,710 | $ | 8.24 | Open Market | |||||||
| Moka | September 12, 2022 | 14,851 | $ | 9.02 | Open Market | |||||||
| Moka | September 12, 2022 | 9,400 | $ | 9.02 | Open Market | |||||||
| HAAF | September 12, 2022 | 14,852 | $ | 9.02 | Open Market | |||||||
| Moka | September 13, 2022 | 25,000 | $ | 9.27 | Open Market | |||||||
| HAAF | September 13, 2022 | 31,616 | $ | 9.27 | Open Market | |||||||
| HAAF | September 14, 2022 | 57,500 | $ | 9.26 | Open Market | |||||||
| HAAF | September 15, 2022 | 56,337 | $ | 9.40 | Open Market | |||||||
| HAAF | September 16, 2022 | 78,952 | $ | 9.38 | Open Market | |||||||
| Kevin Leary | September 16, 2022 | 3,772 | $ | 9.28 | Open Market | |||||||
| Bijel Doshi | September 16, 2022 | 2,530 | $ | 9.13 | Open Market | |||||||
| Bijel Doshi | September 16, 2022 | 3,623 | $ | 9.15 | Open Market | |||||||
| HAAF | September 19, 2022 | 41,000 | $ | 9.70 | Open Market | |||||||
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Not applicable.
| Item 7. | Materials to be Filed as Exhibits. |
Exhibit A — Joint Filing Statement
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: September 19, 2022 | Hallador Investment Advisors, Inc. | |
| /s/ David C. Hardie | ||
| By: | David C. Hardie | |
| Its: | Chairman | |
| Dated: September 19, 2022 | Hallador Alternative Assets Fund LLC | |
| /s/ David C. Hardie | ||
| By: | David C. Hardie | |
| Its: | Managing Member | |
| Dated: September 19, 2022 | The Moka Fund LP | |
| By: | Hallador Investment Advisors, Inc., | |
| its General Partner | ||
| /s/ David C. Hardie | ||
| By: | David C. Hardie | |
| Its: | Chairman | |
| Dated: September 19, 2022 | David C. Hardie | |
| /s/ David C. Hardie | ||
| By: | David C. Hardie | |
| Dated: September 19, 2022 | Kevin Leary | |
| /s/ Kevin Leary | ||
| By: | Kevin Leary | |
| Dated: September 19, 2022 | Bijel Doshi | |
| /s/ Bijel Doshi | ||
| By: | Bijel Doshi | |
Schedule A
MANAGING DIRECTORS AND EXECUTIVE OFFICERS OF HIA
| Name and Position | Business Office Address | Present Principal Occupation | ||
| David
C. Hardie Chairman and Managing Director |
5485
Kietzke Lane Reno, NV 89511 |
David C. Hardie currently serves as the Chairman and a Managing Director of HIA. | ||
| Kevin
Leary Chief Executive Officer and Managing Director |
5485
Kietzke Lane Reno, NV 89511 |
Kevin Leary currently serves as the Chief Executive Officer and a Managing Director of HIA. | ||
| Bijel
Doshi Portfolio Manager and Managing Director |
5485
Kietzke Lane Reno, NV 89511 |
Bijel Doshi currently serves as the Portfolio Manager and a Managing Director of HIA. |
Exhibit A
JOINT
ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| Dated: September 19, 2022 | Hallador Investment Advisors, Inc. | |
| /s/ David C. Hardie | ||
| By: | David C. Hardie | |
| Its: | Chairman | |
| Dated: September 19, 2022 | Hallador Alternative Assets Fund LLC | |
| /s/ David C. Hardie | ||
| By: | David C. Hardie | |
| Its: | Managing Member | |
| Dated: September 19, 2022 | The Moka Fund LP | |
| By: | Hallador Investment Advisors, Inc., | |
| its General Partner | ||
| /s/ David C. Hardie | ||
| By: | David C. Hardie | |
| Its: | Chairman | |
| Dated: September 19, 2022 | David C. Hardie | |
| /s/ David C. Hardie | ||
| By: | David C. Hardie | |
| Dated: September 19, 2022 | Kevin Leary | |
| /s/ Kevin Leary | ||
| By: | Kevin Leary | |
| Dated: September 19, 2022 | Bijel Doshi | |
| /s/ Bijel Doshi | ||
| By: | Bijel Doshi | |