Item 4 — Purpose of Transaction
The information contained in Item 6 of this Schedule 13D is incorporated by reference. On October 26, 2026, MSG Knickerbockers Corp., which was formerly known as Madison Square Garden Sports Corp. ("MSG Knickerbockers"), completed a spin-off of the Issuer, by distributing all of the Common Stock of the Issuer to MSG Knickerbockers' stockholders (the "Distribution"). In connection with the Distribution (i) holders of record of MSG Knickerbockers Class A common stock as of the close of business, New York City time, on October 20, 2026 (the "record date"), received one share of Issuer Class A Common Stock for every two shares of MSG Knickerbockers Class A common stock held, (ii) holders of record of MSG Knickerbockers Class B common stock as of the record date received one share of Issuer Class B Common Stock for every two shares of MSG Knickerbockers Class B common stock held, (iii) holders of MSG Knickerbockers director restricted stock units received one share of Issuer Class A Common Stock in respect of every two MSG Knickerbockers director restricted stock units owned on the record date, (iv) holders of options to acquire every two MSG Knickerbockers Class A common stock received options to acquire one share of Issuer Class A Common Stock, and (v) holders of MSG Knickerbockers employee restricted stock units received one Issuer restricted stock unit in respect of every two MSG Knickerbockers employee restricted stock unit owned on the record date. As a result of the Distribution, on October 26, 2026, the Group Members acquired and may be deemed to beneficially own an aggregate of 2,328,652 shares of Class A Common Stock arising from their beneficial ownership of (i) 297,880 shares of Class A Common Stock (inclusive of shares held by the Dolan Family Foundation, for which certain Group Members serve as directors), and (ii) 2,030,772 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 19.2% of the total shares of the Issuer's Common Stock deemed to be currently outstanding. Group Members in the aggregate may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 2,030,772 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock (representing 89.7% of outstanding Class B Common Stock) because of the terms of the Class B Stockholders' Agreement (as defined below). Also as a result of the Distribution, Reporting Persons and individuals who are not Group Members but are trustees of trusts that are Group Members acquired and may be deemed to beneficially own an aggregate of 258,108 shares of Class A Common Stock arising from their beneficial ownership of (i) 24,126 shares of Class A Common Stock, and (ii) 233,982 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this report shall not be deemed to be an admission that any such person is the beneficial owner of such securities. The percentages used herein with respect to the Class A Common Stock are calculated based on 9,840,536 shares of Class A Common Stock and 2,264,754 shares of Class B Common Stock issued and outstanding immediately following the Distribution. Other than as set forth in this Item 4, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investments in the Issuer on a continuing basis and, depending on various factors, including, without limitation, the Issuer's financial position, the price levels of the outstanding shares of Class A Common Stock, 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 shares of the Issuer's capital stock as they deem appropriate, including, without limitation, purchasing shares of Class A Common Stock, selling shares of the Issuer's capital stock, taking any action to change the composition of the Issuer's board of directors, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or otherwise changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4