MCVT raises funds at $5.42 to build Sui crypto treasury, adds new board | MCVT SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Type 8-Ok 

Present Report

Pursuant to Part 13 or 15(d) of the Securities Change Act of 1934

July 27, 2025

Date of Report (Date of earliest occasion reported)

Registrant’s phone quantity, together with space code: (952) 479-1923

N/A

(Former identify or former deal with, if modified since final report)

Examine the suitable field beneath if the Type 8-Ok submitting is meant to concurrently fulfill the submitting obligation of the registrant below any of the next provisions (see Common Directions A.2. beneath):

Securities registered pursuant to Part 12(b) of the Act:

Point out by verify mark whether or not the registrant is an rising development firm as outlined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Change Act of 1934 (17 CFR §240.12b-2).

Rising development firm ☐

If an rising development firm, point out by verify mark if the registrant has elected not to use the prolonged transition interval for complying with any new or revised monetary accounting requirements supplied pursuant to Part 13(a) of the Change Act. ☐

Merchandise 1.01 Entry right into a Materials Definitive Settlement.

Securities Buy Agreements

On July 27, 2025, Mill Metropolis Ventures III, Ltd. (the “Firm”) entered into securities buy agreements (the “Securities Buy Agreements”) with sure buyers (the “Purchasers”) pursuant to which the Firm agreed to promote and difficulty to the Purchasers in a personal placement providing (the “Providing”) an mixture of (i) 75,881,625 shares (the “Shares”) of frequent inventory, par worth $0.001 per share (the “Frequent Inventory”), of the Firm at an providing worth of $5.42 per Share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to buy up to an mixture of seven,144,205.00 shares of Frequent Inventory (the “Pre-Funded Warrant Shares”) at an providing worth of $5.4199 per Pre-Funded Warrant. Every of the Pre-Funded Warrants is exercisable for one share of Frequent Inventory at an train worth of $0.0001 per Pre-Funded Warrant Share. The Pre-Funded Warrants shall be instantly exercisable upon issuance, and could also be exercised at any time till the entire Pre-Funded Warrants issued within the Providing are exercised in full. Every Purchaser’s means to train its Pre-Funded Warrants is topic to sure helpful possession limitations set forth therein. Following the closing of the Providing, there have been 81,944,398 shares of Frequent Inventory issued and excellent.

A.G.P./Alliance International Companions (“A.G.P.”) acted as the only real placement agent in reference to the Providing.

The Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares are being supplied in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Part 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and relevant state securities legal guidelines. The issuance of the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares haven’t been registered below the Securities Act and such securities will not be supplied or offered in the USA absent registration or an exemption from registration below the Securities Act and any relevant state securities legal guidelines.

Pursuant to the Securities Buy Agreements, the Firm has agreed not to difficulty, enter into any settlement to difficulty, or announce the issuance or proposed issuance of any shares of Frequent Inventory or Frequent Inventory equivalents, or file any registration assertion or any modification or complement thereto, for a interval of 15 days after the efficient date of the Resale Registration Assertion (as outlined beneath), topic to sure customary exceptions. The Firm additionally agreed not to undertake any reclassifications of its Frequent Inventory, reminiscent of a reverse or ahead inventory cut up, with out the written consent of Purchasers holding a majority in curiosity of the shares issued or issuable to every Purchaser below the Securities Buy Agreements, for a interval of 1 12 months following the closing of the Providing, supplied that such consent is not going to be required to conduct a reverse inventory cut up to keep itemizing of the Frequent Inventory on The Nasdaq Capital Market.

The Firm intends to use the proceeds from the Providing to purchase the native cryptocurrency of the Sui blockchain generally referred to as “SUI” and different cryptocurrencies with the Sui layer 1 blockchain protocol and for the institution of the Firm’s cryptocurrency treasury operations, with 2% of the web proceeds to be used to fund the Firm’s short-term lending enterprise. The Providing closed on July 31, 2025.

Moreover, pursuant to the Securities Buy Agreements and in reference to the Providing, upon the closing of the Providing, the Firm agreed to difficulty:

The Warrants are exercisable for a interval of 5 years from the date of issuance of the Warrants. The Warrants, aside from the Advisor Warrants, will vest over a interval of 24 months beginning six months from the Difficulty Date (as outlined therein) in 4 equal installments (being 25% each six months) and within the case of the Administration Warrants, topic to the related holder nonetheless being employed by the Firm at every respective vesting date. However the foregoing, within the occasion that member of the administration group is terminated by the Firm aside from for trigger or resigns for good motive (as outlined within the particular person’s employment settlement), the vesting of all of such particular person’s Administration Warrants will instantly speed up and be totally vested as of the date of such termination. The Advisor Warrants are totally exercisable on the date of issuance.

The Warrants and the Warrant Shares are being supplied in reliance upon the exemption from the registration requirement of the Securities Act, pursuant to Part 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and relevant state securities legal guidelines. The issuance of the Warrants and the Warrant Shares haven’t been registered below the Securities Act and such securities will not be supplied or offered in the USA absent registration or an exemption from registration below the Securities Act and any relevant state securities legal guidelines.

Upon the closing of the Providing, pursuant to an Investor Rights Settlement, entered into on July 31, 2025, by and between the Firm and Kartage, as long as Karatage holds 10.0% of the Firm’s Frequent Inventory or Frequent Inventory equivalents bought by Karatage within the Providing, Karatage could have the fitting to nominate a lot of individuals to the Firm’s Board of Administrators (the “Board”) for election to the Board equal to the results of (rounded up to the closest complete quantity) (a) the share decided by dividing (i) the variety of shares of Frequent Inventory beneficially owned by Karatage (along with its associates) (on an “as-converted” and “as exercised” foundation and with out making use of any “blocker” provisions limiting the train or conversion of any securities held by any such particular person) by (ii) the overall variety of shares of Frequent Inventory then excellent (on an “as-converted” and “as exercised” foundation), multiplied by (b) the then present measurement of the Board (counting, for functions of this willpower, all vacancies as crammed), however in any occasion at least one  director, who will function Chairman of the Board (the “Karatage Director”). As well as, Karatage could have entry to sure Firm data, together with its quarterly and annual monetary statements. As described in Merchandise 5.02 beneath, the Board elected to set the dimensions of the Board and appointed the Karatage Director. The Board additionally appointed a further nominee, acceptable to Karatage, who will function an unbiased director on the Audit Committee of the Board.

Upon the closing of the Providing, pursuant to an Investor Rights Settlement, entered into on July 31, 2025, by and between the Firm and the Basis Investor, as long as the Basis Investor holds 10.0% of the Firm’s Frequent Inventory or Frequent Inventory equivalents bought by the Basis Investor within the Providing, the Basis Investor could have the fitting to appoint one (1) board observer to the Board in a non-voting, advisory capability and also will have entry to sure Firm data, together with its quarterly and annual monetary statements.

In reference to the Providing, sure members of the Firm’s administration, the Lead Investor and the Basis Investor have entered into lock-up agreements for a interval of one-year, topic to restricted exceptions. Fifty p.c of the securities of the members of the Firm’s administration shall be launched from lock-up six months after the closing of the Providing.

Placement Company Settlement

The Firm additionally entered right into a Placement Company Settlement (the “Placement Company Settlement”) with A.G.P., dated July 27, 2025, pursuant to which A.G.P. agreed to function the unique placement agent for the Firm in reference to the Providing. The Firm agreed to pay A.G.P. a money payment equal to (i) 8.0% of the combination gross proceeds up to the primary $100 million in gross proceeds; (ii) 3.0% of the combination gross proceeds in extra of $100 million in gross proceeds; and (iii) 1.5% of the combination gross proceeds in extra of $500 million in gross proceeds obtained within the Providing; supplied that the money payment payable to A.G.P. in reference to the combination gross proceeds for the primary $500 million raised within the Providing is not going to exceed 4.0%. The Firm additionally agreed to difficulty to A.G.P. warrants (the “Placement Agent Warrants”) to buy up to 3,113,469 shares of Frequent Inventory (equal to 3.75% of the securities offered within the Providing) (the “Placement Agent Warrant Shares”). The Placement Agent Warrants will change into exercisable six months following the issuance date and shall be exercisable for a interval of 5 years following the issuance date, at an train worth of $5.962 per Placement Agent Warrant Share. As well as, the Firm agreed to reimburse A.G.P. for accountable bills in an quantity of $200,000 for its authorized charges in reference to the Providing, in addition to non-accountable bills incurred by A.G.P. for up to $25,000 in reference to the Providing.

The Placement Company Settlement accommodates customary representations, warranties, and agreements by the Firm, customary circumstances to closing, indemnification obligations of the Firm, different obligations of the events, and termination provisions.

The Placement Agent Warrants and the Placement Agent Warrant Shares are being supplied in reliance upon the exemption from the registration requirement of the Securities Act, pursuant to Part 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and relevant state securities legal guidelines. The issuance of the Placement Agent Warrants and the Placement Agent Warrant Shares haven’t been registered below the Securities Act and such securities will not be supplied or offered in the USA absent registration or an exemption from registration below the Securities Act and any relevant state securities legal guidelines.

Registration Rights Settlement

Concurrently with getting into into the Securities Buy Agreements and the Placement Company Settlement, on July 27, 2025, the Firm and the Purchasers entered right into a Registration Rights Settlement (the “Registration Rights Settlement”) pursuant to which the Firm agreed to file a registration assertion (the “Resale Registration Assertion”), inside 10 days of the closing of the Providing, offering for the resale by the Purchasers of the Shares, Pre-Funded Warrant Shares, Lead Investor Warrant Shares, Basis Investor Warrant Shares and Administration Warrant Shares and to have such Resale Registration Assertion declared efficient inside 30 days of its submitting date (or 60 days, if the Securities and Change Fee conducts a full evaluate), and to keep the effectiveness of such Resale Registration Assertion till all securities registered pursuant to the Resale Registration Assertion (i) have been offered, thereunder or pursuant to Rule 144, or (ii) ranging from the third anniversary of the Registration Rights Settlement, could also be offered with out quantity or manner-of-sale restrictions pursuant to Rule 144 below the Securities Act (“Rule 144”), and with out the requirement for the Firm to be in compliance with the present public data requirement below Rule 144.

Strategic Advisor Settlement

On July 27, 2025 (the “SAA Efficient Date”), the Firm additionally entered right into a Strategic Advisor Settlement (the “Strategic Advisor Settlement”) with Karatage to increase and diversify the Firm’s enterprise operations by the mixing of cryptocurrency and digital asset methods in each its product choices and as a part of its treasury administration technique. Pursuant to the Strategic Advisor Settlement, Karatage will present the Firm with technical advisory providers relating to the digital asset ecosystem, together with SUI and associated applied sciences, developments within the digital asset and crypto gaming industries, the choice of third-party distributors with respect to asset administration and associated digital asset providers, and different strategic recommendation relating to the Firm’s digital belongings treasury operations.

The Firm can pay Karatage a tiered asset-based payment starting from 0.0% to 0.80% each year of the belongings managed by the Firm or an asset supervisor engaged by the Firm, excluding the belongings of the Firm’s brief time period lending enterprise.

The Strategic Advisor Settlement will, except earlier terminated in accordance with its phrases, proceed in impact for a interval of ten years starting on the SAA Efficient Date after which period, the Strategic Advisor Settlement will routinely renew for a successive interval of 5 years every, topic to the mutual settlement between the events (the “Time period”). Both the Firm or Karatage could terminate the Strategic Advisor Settlement for trigger instantly upon written discover if the opposite celebration: (i) materially breaches the Strategic Advisor Settlement; and (ii) fails to remedy such breach inside 30 days after receiving written discover of the breach. If the Strategic Advisor Settlement is terminated by the Firm for trigger or by Karatage aside from for trigger, Karatage will stop offering such technical advisory providers and the Firm can pay Karatage any charges due and payable below the Strategic Advisor Settlement up to the date of termination, supplied that if the Strategic Advisor Settlement is terminated by the Firm for another motive or by the Advisor for trigger, Karatage will stop offering such technical advisory providers and the Firm can pay Karatage any charges that will be due and payable below the Strategic Advisor Settlement for the rest of the Time period as if the Strategic Advisor Settlement had not been terminated.

The Strategic Advisor Settlement additionally accommodates customary representations and warranties, confidentiality provisions and limitations on legal responsibility.

Asset Administration Settlement

On July 27, 2025 (the “AMA Efficient Date”), the Firm entered into an Asset Administration Settlement (the “Asset Administration Settlement”) with Galaxy Digital Capital Administration LP (the “Asset Supervisor”). The Asset Supervisor will present discretionary funding administration providers with respect to, amongst different belongings (together with with out limitation sure subsequently raised funds), the Firm’s proceeds from the Providing (the “Account Property”), and could have unique proper to handle the primary $750 million of the Firm’s digital belongings or cryptocurrencies and at least 50% of the Firm’s digital belongings or cryptocurrencies in extra of $750 million in accordance with the phrases of the Asset Administration Settlement. The Asset Supervisor will pursue a long-only funding technique investing primarily in SUI, which technique could embody staking and restaking SUI to enhance returns (the “SUI Technique”). The custodians below the Asset Administration Settlement will encompass cryptocurrency pockets suppliers agreed to by the Firm and the Asset Supervisor.

The Firm can pay the Asset Supervisor a tiered asset-based payment (the “Asset-based Payment”) starting from 0.60% to 0.80% each year of the Account Property below administration, in every case primarily based on the worth of Account Property as of the relevant calculation date, as decided by a third-party administrator in accordance with the Asset Supervisor’s valuation coverage; supplied, nevertheless, that the minimal Asset-based Payment payable to the Asset Supervisor in any given 12 months shall be $1,000,000.

The Asset Administration Settlement will, except terminated earlier in accordance with its phrases, stay in impact till the fifth anniversary the AMA Efficient Date after which period, the Asset Administration Settlement will routinely renew for one-year phrases, topic to mutual settlement between the Firm and the Asset Supervisor. Starting on the second anniversary of the AMA Efficient Date, the Asset Administration Settlement could also be terminated by the Firm upon at least 90 days prior written discover to the Asset Supervisor at the great religion discretion of the Firm’s Chief Funding Officer (“CIO”) or the Board if the Asset Supervisor has underperformed in accordance to such CIO’s inside goal metrics, as agreed with the Asset Supervisor. Moreover, the Asset Administration Settlement could also be terminated at any time for trigger by the Firm or the Asset Supervisor upon at least 30 days prior written discover to the opposite celebration. Moreover, the Asset Administration Settlement could also be terminated instantly by the Firm if the Firm determines in good religion after session with counsel that’s fairly acceptable to the Asset Supervisor that the Asset Administration Settlement is prohibited or in any other case required to be terminated by relevant legislation.

Digital Asset Buy and Sale Settlement

On July 27, 2025, the Firm additionally entered right into a Digital Asset Buy and Sale Settlement (the “Digital Asset Buy and Sale Settlement”) with the Basis Investor, pursuant to which the Firm agreed to buy and the Basis Investor agreed to promote and switch sure SUI tokens as set forth in a number of confirmations.  The USD worth per SUI token bought pursuant to the Digital Asset Buy and Sale Settlement shall be equal to the product of (i) 0.85 multiplied by (ii) the twenty 4 (24)-hour time weighted common worth on the Closing Date (as outlined within the Securities Buy Agreements), as fairly calculated by the Firm.  Pursuant to the phrases of the Digital Asset Buy and Sale Settlement, the SUI tokens bought shall be topic to switch restrictions for a interval of two years following buy.  However the foregoing, the switch restrictions is not going to apply to the extent crucial to allow the Firm to comply, or to be in compliance with, the provisions of the U.S. Funding Firm Act of 1940.  The Digital Asset Buy and Sale Settlement additionally supplies the Firm with sure preemptive rights to buy further SUI tokens for a two (2) 12 months interval after the Closing Date.

The foregoing summaries of the Pre-Funded Warrants, the Lead Investor Warrants, the Basis Investor Warrants, the Administration Warrants, the Advisor Warrants, the Placement Agent Warrants, the Securities Buy Agreements, the Placement Company Settlement, the Registration Rights Settlement, the Strategic Advisor Settlement, the Asset Administration Settlement and the Digital Asset Buy and Sale Settlement don’t purport to be full and are certified of their entirety by reference to the entire textual content of these agreements, that are connected hereto as Reveals 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Present Report on Type 8-Ok and are hereby integrated by reference into this Merchandise 1.01.

Merchandise 3.02 Unregistered Sale of Fairness Securities.

The data contained above in Merchandise 1.01 relating to the issuance of the Shares, the Pre-Funded Warrant Shares, the Placement Agent Warrant Shares and the Warrant Shares is hereby integrated by reference into this Merchandise 3.02.

Neither this Present Report on Type 8-Ok nor any exhibit connected hereto is a suggestion to promote or the solicitation of a suggestion to purchase shares of Frequent Inventory or different securities of the Firm.

Merchandise 5.02 Departure of Administrators or Sure Officers; Election of Administrators; Appointment of Sure Officers; Compensatory Preparations of Sure Officers.

The data contained above in Merchandise 1.01 relating to the issuance of the Administration Warrants and the Administration Warrant Shares is hereby integrated by reference into this Merchandise 5.02.

Appointment of Administrators

On July 27, 2025, Lyle Berman resigned as a member of the Board, to be efficient upon the closing of the Providing. There have been no disagreements between the Firm and Mr. Berman that led to his resolution to resign.

On July 27, 2025, the Board authorised, topic to the closing of the Providing, to set the dimensions of the Board to 5 members. The Board elected and appointed Marius Barnett and Dana Wagner to function members of the Board, with every appointment topic to the closing of the Providing. Mr. Barnett is anticipated to function Chairman of the Board, and Mr. Wagner is anticipated to function a member of the Audit Committee of the Board. The Board believes that Messrs. Wagner and Barnett are certified to function administrators due to their in depth expertise in Sui and cryptocurrency know-how. Messrs. Wagner and Barnett are additionally thought to be leaders in monetary investments and treasury methods.

Marius Barnett is a co-founder of Karatage, a principal investing enterprise within the blockchain and deep tech sector. Mr. Barnett is an skilled principal investor, operator and board government who has recognized and grown actual property, know-how and early-stage enterprise capital companies each organically and thru strategic mergers and acquisitions to create excessive worth worthwhile platforms together with RN3, a pan-European logistics actual property funding fund. Beforehand, Mr. Barnett joined Glencore Worldwide in 2007 the place he led operational, buying and selling and acquisition actions as Chief Government Officer of Glencore’s Southeast Asia platform till the top of 2014. Mr. Barnett holds a BSc in Actuarial Science and Mathematical Statistics from the College of Witwatersrand, South Africa.

Dana Wagner has been on the Board of Managers of the Coinbase Custody Belief Firm since 2024. From 2021 by early 2025, Mr. Wagner served because the Chief Authorized Officer, Chief Compliance Officer, and Company Secretary of telecommunications know-how chief Twilio, and prior to that, from 2018 to 2021, he served because the Chief Authorized Officer of Inconceivable Meals, a biotechnology firm centered on plant-based meals.  From 2018 to 2020, he was an Adjunct Professor at Northwestern College, and he has periodically taught and lectured at Berkeley Regulation and different tutorial establishments.  From 2011 to 2016, Mr. Wagner served because the Common Counsel of the monetary know-how firm Sq. (now Block), and from 2007 to 2011, he led the authorized group answerable for antitrust and shopper safety issues at Google.  Earlier than that, he held varied positions within the U.S. Division of Justice.  Mr. Wagner holds a B.A. in Comparative Literature and Economics from the College of California, Berkeley, and a J.D. from Yale Regulation Faculty.

As compensation for his providers on the Board, Mr. Wagner will obtain an annual director payment of $250,000 to be paid on a quarterly foundation. As well as, the Firm has agreed to grant to Mr. Wagner warrants (the “Director Warrants”) to buy 207,565 shares of Frequent Inventory (the “Director Warrant Shares”) at varied costs per share of Frequent Inventory as follows: (i) 83,026  shares of Frequent Inventory at an train worth of $5.42 per share of Frequent Inventory; (ii) 41,513 shares of Frequent Inventory at an train worth of $5.962 per share of Frequent Inventory; (iii) 41,513 shares of Frequent Inventory at an train worth of $6.504 per share of Frequent Inventory; and (iv) 41,513 shares of Frequent Inventory at an train worth of $7.046 per share of Frequent Inventory. The Director Warrants are exercisable for a interval of 5 years. The Director Warrants will vest over a interval of 24 months beginning six months from the Difficulty Date (as outlined therein) in 4 equal instalments (being 25% each six months), topic to Mr. Wagner (i) being a director of the Firm at every respective vesting date and (ii) not having been legally and validly terminated or eliminated as a director pursuant to the Firm’s bylaws and relevant legislation.

Employment Agreements

The Firm will enter into new government employment agreements with Douglas M. Polinsky, its Chief Government Officer, and Joseph A. Geraci, II, its Chief Monetary Officer. These two executives have been government officers of the Firm since its founding.

Every employment settlement shall be efficient upon closing of the Providing, and every settlement could have a time period of three years (topic to earlier termination pursuant to the phrases of the settlement). Every employment settlement supplies the chief with a base annual wage of $450,000 and a bonus up to 100% of the bottom wage, at the discretion of the Compensation Committee of the Board. Every government can be entitled to have medical insurance supplied by the Firm and the power to contribute to its 401(okay) plan.

Every employment settlement accommodates a non-solicitation covenant efficient through the time period of the settlement and one 12 months thereafter, in addition to customary confidentiality covenants relating to the confidentiality of the Firm data. Within the occasion that an government is terminated for trigger, as outlined within the employment agreements, or within the occasion that an government’s providers are terminated due to loss of life or incapacity, the terminated government shall be entitled to obtain solely his base annual wage by the date of termination. Within the occasion of different non-cause terminations, or within the occasion the chief resigns for good motive, as outlined within the employment agreements, the Firm shall be obligated to pay the terminated government’s base annual wage by the rest of the employment time period.

The descriptions of the employment agreements contained on this Present Report on Type 8-Ok don’t purport to be full and are certified of their entirety by reference to the complete textual content of these employment agreements, which shall be filed as displays to the Firm’s Quarterly Report on Type 10-Q for the quarterly interval ended June 30, 2025.

Merchandise 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal 12 months.

On July 27, 2025, in reference to a evaluate of the Firm’s bylaws, the Board amended and restated the Firm’s bylaws, efficient instantly. The principal adjustments to the Firm’s bylaws effected by the adoption of the amended and restated bylaws are to:

The descriptions of the amended and restated bylaws contained on this Present Report on Type 8-Ok don’t purport to be full and are certified of their entirety by reference to the complete textual content of the amended and restated bylaws, which shall be filed as an exhibit to the Firm’s Quarterly Report on Type 10-Q for the quarterly interval ended June 30, 2025.

Merchandise 8.01 Different Occasions.

On July 28, 2025, the Firm issued a press launch saying the Providing. The press launch is connected as Exhibit 99.1 to this Present Report on Type 8-Ok and integrated into this Merchandise 8.01 by reference.

Merchandise 9.01 Monetary Statements and Reveals.

(d) Reveals

* Sure schedules have been omitted from this exhibit pursuant to Merchandise 601(a)(5) of Regulation S-Ok as a result of they aren’t materials. The registrant hereby agrees to present a replica of any omitted schedule to the Fee upon request.

† Confidential therapy has been requested for parts of this exhibit. Sure data has been redacted from this exhibit pursuant to Merchandise 601(b)(10)(iv) of Regulation S-Ok as a result of it’s each not materials and would possible trigger aggressive hurt to the registrant if publicly disclosed. The registrant hereby agrees to furnish an unredacted copy of the exhibit and its materiality and aggressive hurt analyses to the Fee upon request.

SIGNATURES

Pursuant to the necessities of the Securities Change Act of 1934, as amended, the registrant has duly triggered this report to be signed on its behalf by the undersigned hereunto duly approved.

Dated: July 31, 2025