Item 4 — Purpose of Transaction
The responses to Item 6 are incorporated by reference into this Item 4. On September 10, 2026 (the "Closing Date"), Issuer issued and sold to MIG the following securities pursuant to the Subscription Agreement, dated as of July 19, 2026 (the "Subscription Agreement"), between Issuer and MIG, for an aggregate purchase price of $15,000,000: * 2,923,976 shares of Class A Common Stock at a purchase price of $1.71 per share; * a senior secured convertible promissory note in the initial principal amount of $10,000,000 (the "MIG Convertible Note"), which, subject to obtaining the regulatory approvals required under the Subscription Agreement (the "Regulatory Approvals"), is initially convertible into 4,678,362 shares of Class A Common Stock on the terms set forth therein (the "MIG Conversion Shares"); and * a three-year warrant (the "MIG Warrant") to purchase 1,754,386 shares of Class A Common Stock (the "MIG Warrant Shares") at an exercise price of $1.71 per share, subject to adjustment as provided therein, which may not be exercised by MIG prior to obtaining the Regulatory Approvals because such exercise would cause MIG and persons with whom beneficial ownership would be aggregated with MIG for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") to beneficially own more than 9.99% of the shares of Class A Common Stock outstanding immediately prior to the issuance date. The MIG Warrant may be exercised without such beneficial ownership limitation once the Regulatory Approvals have been obtained. The purpose of the transactions described herein is for MIG to acquire a substantial interest in Issuer. Eric W. Rosenthal is filing this Schedule 13D because he may be deemed to be the beneficial owner of the shares of Class A Common Stock held or acquirable by MIG, but he disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. As of September 10, 2026, the Reporting Persons beneficially owned 2,923,976 shares of Class A Common Stock, which consists of the 2,923,976 MIG Shares issued and sold to MIG on the Closing Date pursuant to the Subscription Agreement, representing 8.23% of the outstanding shares of Class A Common Stock after giving affect to the issuance of the MIG Shares pursuant to the Subscription Agreement and the issuance of shares of Class A Common Stock to certain other investors on the Closing Date. Such amount does not include MIG Conversion Shares that may be issued upon conversion of the MIG Convertible Note or MIG Warrant Shares that may be issued upon exercise of the MIG Warrant as, until the Regulatory Approvals have been obtained, (a) the MIG Convertible Note is not convertible and (b) the MIG Warrant is not exercisable if such exercise would cause the Reporting Persons' beneficial ownership of the shares of Class A Common Stock to exceed 9.99% of the number of shares of Class A Common Stock outstanding immediately prior to the issuance date of the MIG Warrant. The foregoing calculations are based on 35,547,753 shares of Class A Common Stock outstanding as of September 10, 2026, as reported in Issuer's Current Report on Form 8-K, filed with the SEC on September 10, 2026. In accordance with the terms of the MIG Convertible Note and the MIG Warrant, MIG will have the ability to exercise its conversion and exercise rights thereunder, as applicable, and acquire the underlying shares of Class A Common Stock upon satisfaction of the conditions thereto, including obtaining the Regulatory Approvals. The Reporting Persons intend to review their investment in Issuer on a continuing basis, and may determine to (1) acquire additional securities of Issuer, through open market purchases, private agreements or otherwise, including through the exercise of MIG's rights of first offer in connection with future issuances of equity securities or securities convertible into, exercisable for or exchangeable for equity securities of Issuer for cash (as described below), or (2) dispose of all or a portion of the securities of Issuer owned by them through public offerings (including pursuant to a resale registration statement to be filed by Issuer on the terms and subject to the conditions set forth in the Investor Rights Agreement (as defined below)) or private transactions or (3) take any other available course of action. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will depend upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of Issuer's business, financial condition, operations and prospects; price levels of Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. In addition, pursuant to the terms of the Investor Rights Agreement, MIG intends to nominate or identify individuals to s