PROPOSAL NO. 1
HARRADEN SHARE REPURCHASE PROPOSAL
General
The Harraden Share Repurchase Proposal, if approved, will sanction the purchase by the Company of 5,000,000 ordinary shares of US$0.0001 par value each in the capital of the Company beneficially owned by Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP and Harraden Circle Concentrated, LP (the “Harraden Repurchase Shares”).
The Harraden Repurchase Shares were originally subject to the prepaid share forward agreement entered into by the Company, Cantor Equity Partners III, Inc., Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP and Harraden Circle Concentrated, LP dated 11 May 2026 (the “FPA”).
The repurchase will be effected pursuant to Article 57(3A) of the Law, at a price of US$10.49 per Harraden Repurchase Share, representing an aggregate purchase price of US$52,450,000. The purpose of the Harraden Share Repurchase Proposal is to satisfy Article 57(2) of the Law by obtaining shareholder sanction for the purchase of the Harraden Repurchase Shares.
Vote Required
Proposal 1 will be approved as an ordinary resolution if the votes cast “FOR” the proposal represent a majority of the total votes cast on a poll by shareholders who, being entitled to do so, vote in person, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative. Pursuant to Article 57(3A)(b) of the Law, the Harraden Repurchase Shares do not carry the right to vote on this proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
Recommendations of the Board
The Board of Directors unanimously recommends a vote to approve and adopt the Harraden Share Repurchase Proposal. Unless revoked as provided above, proxies received by management will be voted in favour of such approval unless a contrary vote is specified.
The full text of the resolution to be voted upon at the Extraordinary General Meeting in respect of the Harraden Share Repurchase Proposal is as follows:
RESOLVED BY ORDINARY RESOLUTION THAT:
for the purposes of Article 57(2) of the Companies (Jersey) Law 1991, as amended, the purchase by the Company of 5,000,000 ordinary shares of US$0.0001 par value each in the capital of the Company and beneficially owned by Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP and Harraden Circle Concentrated, LP (the "Harraden Repurchase Shares") be and is hereby sanctioned and approved
(the “Harraden Share Repurchase Proposal”).