|
[ ]
|
Rule 13d-1(b)
|
|
[X]
|
Rule 13d-1(c)
|
|
[ ]
|
Rule 13d-1(d)
|
|
CUSIP NO. 02156Y103
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Douglas K. Bratton
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
|
(1)
|
On December 14, 2022, the Reporting Persons (as defined below) beneficially owned 85,233 shares of Class A Common Stock, par value $0.0001 per share
(the “Class A Common Stock”) of Altitude Acquisition Corp. (the “Issuer”), which represented approximately 5.1% of the shares of Class A Common Stock outstanding, based on 1,672,100 shares of Class A Common Stock outstanding as of
November 14, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2022. As of the date hereof, the Reporting Persons no longer beneficially own any shares of Class A
Common Stock of the Issuer.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Crestline Investors, Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
|
(1)
|
On December 14, 2022, the Reporting Persons (as defined below) beneficially owned 85,233 shares of Class A Common Stock of the Issuer, which
represented approximately 5.1% of the shares of Class A Common Stock outstanding, based on 1,672,100 shares of Class A Common Stock outstanding as of November 14, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on
November 14, 2022. As of the date hereof, the Reporting Persons no longer beneficially own any shares of Class A Common Stock of the Issuer.
|
|
CUSIP NO. 02156Y103
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Crestline Management, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
On December 14, 2022, the Reporting Persons (as defined below) beneficially owned 85,233 shares of Class A Common Stock of the Issuer, which
represented approximately 5.1% of the shares of Class A Common Stock outstanding, based on 1,672,100 shares of Class A Common Stock outstanding as of November 14, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on
November 14, 2022. As of the date hereof, the Reporting Persons no longer beneficially own any shares of Class A Common Stock of the Issuer.
|
|
CUSIP NO. 02156Y103
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Crestline Summit Master, SPC—Equity Alpha
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
|
(1)
|
On December 14, 2022, the Reporting Persons (as defined below) beneficially owned 85,233 shares of Class A Common Stock of the Issuer, which
represented approximately 5.1% of the shares of Class A Common Stock outstanding, based on 1,672,100 shares of Class A Common Stock outstanding as of November 14, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC
on November 14, 2022. As of the date hereof, the Reporting Persons no longer beneficially own any shares of Class A Common Stock of the Issuer.
|
|
CUSIP NO. 02156Y103
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Crestline Summit Research, LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
On December 14, 2022, the Reporting Persons (as defined below) beneficially owned 85,233 shares of Class A Common Stock of the Issuer, which
represented approximately 5.1% of the shares of Class A Common Stock outstanding, based on 1,672,100 shares of Class A Common Stock outstanding as of November 14, 2022, as reported in the Issuer’s Form 10-Q filed with the
SEC on November 14, 2022. As of the date hereof, the Reporting Persons no longer beneficially own any shares of Class A Common Stock of the Issuer.
|
|
CUSIP NO. 02156Y103
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Robert Bernstone
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
|
(1)
|
On December 14, 2022, the Reporting Persons (as defined below) beneficially owned 85,233 shares of Class A Common Stock of the Issuer,
which represented approximately 5.1% of the shares of Class A Common Stock outstanding, based on 1,672,100 shares of Class A Common Stock outstanding as of November 14, 2022, as reported in the Issuer’s Form 10-Q filed
with the SEC on November 14, 2022. As of the date hereof, the Reporting Persons no longer beneficially own any shares of Class A Common Stock of the Issuer.
|
| Item 1(a). |
Name of Issuer:
|
|
|
|
||
|
|
Altitude Acquisition Corp. (the "Issuer").
|
|
|
|
|
|
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
|
|
|
|
|
|
|
400 Perimeter Center Terrace, Suite 151
Atlanta, Georgia 30346
|
|
|
|
|
|
|
Item 2(a).
|
Name of Person Filing:
|
|
|
|
|
|
|
|
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
|
|
|
|
|
|
|
|
Crestline Summit Master, SPC—Equity Alpha (“Crestline SPC”), Crestline Summit Research, LP (“Crestline Research”), Crestline Management, L.P.
(“Crestline Management”), Crestline Investors, Inc. (“Crestline”), Douglas K. Bratton and Robert Bernstone. Crestline SPC was the direct holder of the securities reported herein. Crestline Management is the investment manager of
Crestline SPC. Crestline is the general partner of Crestline Management and Crestline Research. Mr. Bratton is the sole director of Crestline. Crestline Management has delegated voting and investment authority over the securities
reported herein to Mr. Bernstone, a managing director of Crestline Research.
|
|
|
|
|
|
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
|
|
|
|
|
|
|
|
The address of the principal business office of each of the Reporting Persons other than Mr. Bernstone is 201 Main Street, Suite 1900, Fort Worth, TX
76102. The address of the principal business office of Mr. Bernstone is 75 Rockefeller Plaza, 21st Floor, Suite A, New York, NY 10019.
|
|
|
Item 2(c).
|
Citizenship:
|
|
|
|
|
|
|
|
i) |
Crestline SPC is a Cayman Islands exempted segregated portfolio company;
|
|
|
ii)
|
Crestline Research is a Delaware limited partnership;
|
|
|
iii)
|
Crestline Management is a Delaware limited partnership;
|
|
|
iv)
|
Crestline is a Delaware corporation;
|
|
|
v)
|
Douglas K. Bratton is a citizen of the United States; and
|
|
|
vi)
|
Robert Bernstone is a citizen of the United States.
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
|
|
|
|
|
|
Class A Common Stock, par value $0.0001 per share (the “Common Stock”).
|
|
|
|
|
|
|
Item 2(e).
|
CUSIP Number:
|
|
|
|
|
|
|
|
02156Y103
|
|
|
|
|
|
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
|
|
|
|
|
|
This Item 3 is not applicable.
|
|
|
|
|
|
|
Item 4.
|
Ownership:
|
|
|
|
|
|
|
|
Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference.
|
|
|
|
|
|
|
|
Each of the Reporting Persons expressly disclaims beneficial ownership of all shares of Class A Common Stock reported herein other than those
shares such Reporting Person holds directly. The filing of this statement should not be construed to be an admission that the Reporting Persons are members of a “group” for the purposes of Section 13(d) and 13(g) of the Securities
Exchange Act of 1934, as amended.
|
|
|
|
|
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
|
|
|
|
|
|
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].
|
|
|
|
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
|
|
|
|
|
|
This Item 6 is not applicable.
|
|
|
|
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
|
|
|
|
|
|
This Item 7 is not applicable.
|
||
| Item 8. |
Identification and Classification of Members of the Group:
|
|
|
This Item 8 is not applicable.
|
||
| Item 9. |
Notice of Dissolution of Group:
|
|
|
This Item 9 is not applicable.
|
||
| Item 10. |
Certification:
|
|
|
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
|
||
|
Date: December 21, 2022
|
DOUGLAS K. BRATTON
|
|
|
|
|
|
By: /s/ Douglas K. Bratton
|
|
Date: December 21, 2022
|
CRESTLINE INVESTORS, INC.
|
|
|
|
|
|
By: /s/ Douglas K. Bratton
|
|
|
Douglas K. Bratton
|
|
|
Sole Director
|
|
Date: December 21, 2022
|
CRESTLINE MANAGEMENT, L.P.
|
|
|
|
|
|
By: Crestline Investors, Inc., its general partner
|
|
|
|
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By: /s/ Douglas K. Bratton
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Douglas K. Bratton
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Sole Director
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Date: December 21, 2022
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CRESTLINE SUMMIT RESEARCH, LP
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By: Crestline Investors, Inc., its general partner
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By: /s/ Douglas K. Bratton
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Douglas K. Bratton
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Sole Director
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Date: December 21, 2022
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CRESTLINE SUMMIT MASTER, SPC—EQUITY ALPHA
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By: /s/ Caroline Cooley
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Caroline Cooley
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Director
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Date: December 21, 2022
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ROBERT BERNSTONE
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By: /s/ Robert Bernstone
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99.1
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Joint Filing Agreement, dated as of December 21, 2022, by and among the Reporting Persons
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Date: December 21, 2022
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DOUGLAS K. BRATTON
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By: /s/ Douglas K. Bratton
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Date: December 21, 2022
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CRESTLINE INVESTORS, INC.
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By: /s/ Douglas K. Bratton
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Douglas K. Bratton
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Sole Director
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Date: December 21, 2022
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CRESTLINE MANAGEMENT, L.P.
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By: Crestline Investors, Inc., its general partner
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By: /s/ Douglas K. Bratton
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Douglas K. Bratton
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Sole Director
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Date: December 21, 2022
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CRESTLINE SUMMIT RESEARCH, LP
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By: Crestline Investors, Inc., its general partner
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By: /s/ Douglas K. Bratton
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Douglas K. Bratton
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Sole Director
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Date: December 21, 2022
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CRESTLINE SUMMIT MASTER, SPC—EQUITY ALPHA
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By: /s/ Caroline Cooley
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Caroline Cooley
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Director
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Date: December 21, 2022
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ROBERT BERNSTONE
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By: /s/ Robert Bernstone
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