13D weekly report - Nov 11, 2024 to Nov 15, 2024

ISS and Glass Lewis Agree Biglari Capital Has Made Compelling Case for Change at Cracker Barrel  Old Country Store (CBRL)

Key Summary: On August 16, 2024, Biglari Capital Corp (9%) nominated Board candidates to Cracker Barrel Old Country Store, Inc.

Market Cap: $1 billion| Cracker Barrel Old Country Store, Inc. develops and operates the Cracker Barrel Old Country Store concept in the United States.

 Background: 

• Biglari lost five proxy campaigns to elect directors in the FY 2011, 2012, 2013, 2014 and 2020
• On November 5, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company that it has lagged behind both the peer median and the S&P MidCap 400 Index since the onset of Covid-19 and since the 2020 shareholder meeting held on November 19, 2020. Further, it urged that the Board should consider a more aggressive dividend payout policy.
• On December 14, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company  It urged that the Board should consider a more aggressive dividend payout policy.
• On June 6, 2022, Biglari Capital Corp (8.8%) issued a letter to shareholders reiterating its concerns.
• On August 18, 2022, Biglari Capital Corp (8.8%) delivered a letter to the company nominating Jody L. Bilney and Kevin M. Reddy for election to the Board at the 2022 AGM. Source
• On September 28, 2022, Biglari Capital Corp entered into an agreement with the company, leading to the expansion of the Board from ten to eleven members and the appointment of their nominee, Jody L. Bilney. SourceUpdate:
• On August 16, 2024, Biglari Capital Corp (9%) nominated Milena Alberti-Perez, Julie Atkinson, Sardar Biglari, and Michael W. Goodwin for election to the Board at the 2024 annual meeting. On August 18, 2024, they submitted a supplemental nomination for Michelle Frymire, bringing the total number of nominees to five. Source
• On September 23, 2024, Biglari Capital Corp (9.3%) filed proxy materials seeking support for its nominees.
• On September 23, 2024, Biglari Capital Corp withdrew their nomination of Julie Atkinson and Michelle Frymire as nominees for election at the Annual Meeting. With the withdrawal, Biglari Capital Corp intend to solicit proxies to elect the remaining Nominees to the Board at the Annual Meeting. Source
• On October 1, 2024, Biglari Capital Corp filed proxy materials seeking support for its nominees.
• On October 8, 2024, Biglari Capital Corp. issued a letter to shareholders expressing concern over the company's declining market value, which has dropped over $2.9 billion since 2019. Despite ownership of 2,069,141 shares and attempts to highlight management failures, the Board's appointment of CEO Julie Felss Masino and her transformation plan have not restored confidence, leading to a 50.9% decrease in share price since her appointment. Biglari criticized the Board for its poor capital allocation decisions, including costly new stores and unsuccessful brand launches, which have resulted in significant losses. He emphasized the need for a Board overhaul and proposed focusing on core operations, halting new store openings, and improving existing store performance to regain customer traffic.
• On October 24, 2024, Biglari released an investor presentation titled 'Cracker Barrel is in Crisis,' reiterating its concerns and seeking votes for its nominees.
• On October 31, 2024, Biglari issued an additional Investor Presentation, "Setting the Record Straight" asserting that their nominees seek to collaborate rather than control, with no intention of executive roles.
• On November 12, 2024, Biglari Capital Corp issued a press release announcing that Glass Lewis recommended that shareholders vote for two of Biglari capital's nominees and ISS recommends shareholders vote for one of Biglari capital's nominees.
• On November 13, 2024, Biglari Capital Corp, in a letter to the shareholders, highlighted a significant decline in the company's stock value, with a $100 investment in January 2019 now worth only $30. He argued that the current board, including Carl Berquist and Meg Crofton, was responsible for a 70% loss and had failed to turn the company around. He urged shareholders to vote for them, warning that without change, the company risked further losses.

Albion River Sells Shares Following Board Refresh and Positive Earnings at Ducommun Incorporated (DCO)

Key Summary: On April 1, 2024, Albion River LLC's affiliate, Ignium LP (9%), expressed interest in acquiring Ducommun through a letter to the Board. On November 7, 2024, the company refreshed its Board and reported positive earnings, leading Albion River (5%) to sell a portion of their shares.

Market Cap: $817 million | Ducommun Incorporated provides engineering and manufacturing services for products and applications used primarily in the aerospace and defense, industrial, medical, and other industries in the United States. 

• On April 1, 2024, Albion River LLC's affiliate, Ignium LP, (9%) expressed interest in acquiring the company through a letter addressed to the Board of Directors. The letter highlighted concerns about Ducommun's valuation in the public market. Albion proposed a cash acquisition of all outstanding shares at $60 per share.
• On November 7, 2024, the company refreshed its Board and reported positive earnings, leading Albion River (5%) to sell a portion of their shares. They now no longer plan to actively engage with the company and will report their holdings on a Schedule 13G moving forward. Source

Murchinson Seeks Governance Reforms at Upcoming AGM of Nano Dimension (NNDM)

Key Summary: On January 22, 2023, Murchinson Ltd. (5.1% shareholder) demanded a special meeting to amend Nano Dimension's governance, remove CEO Yoav Stern and three directors, and appoint two new independent directors. Despite shareholder approval in March 2023, the company contested the meeting’s validity. Murchinson continued criticizing governance, the Board’s actions, and lavish spending, reaffirming its goal to replace the Board at the 2024 AGM. On October 9, 2024, Murchinson raised concerns about AGM delays and potential shareholder disenfranchisement, requesting ADS conversion and proposing director changes and governance amendments at the AGM. On October 22, 2024, Murchinson sent a letter to the company requesting the inclusion of resolutions in the December 6 AGM agenda to improve corporate governance.

Market Cap: $473 million | Nano Dimension Ltd., together with its subsidiaries, provides additive electronics in Israel and internationally. 

• On January 22, 2023, Murchinson  Ltd  and certain funds (5.1%) delivered a letter to the Board demanding that the company convene a special general meeting of shareholders  to allow shareholders to vote upon resolutions proposed by the Proposing Shareholders to improve the company’s corporate governance by way of (i) amending certain provisions of the Company's Amended and Restated Articles of Association, including to allow shareholders to fill Board vacancies and remove directors at a general meeting by a simple majority vote, (ii) removing several members of the Board, namely, the Chairman of the Board and CEO Yoav Stern, and current directors Oded Gera, Igal Rotem and Dr. Yoav Nissan-Cohen and (iii) appointing two new highly-qualified, independent and experienced director nominees, Kenneth H. Traub and Dr. Joshua Rosensweig, as directors of the company(such demand, the “Special Meeting Demand”). The Special Meeting Demand instructed the Board to immediately, and no later than February 12, 2023, call the Special Meeting, and hold it no later than 35 days thereafter, as required by the Companies Law. Source
• On February 13, 2023, Murchinson  Ltd  (5.1%) called on the company to hold a special meeting to remove four incumbent directors, including its chairman/CEO, and install two independent board members. Source
• On March 6, 2023, Murchinson Ltd issued a presentation outlining why it believes change is urgently needed at Nano Dimension.
• On March 6, 2023, Nano Dimension Ltd (14.5%) stated that it intends to engage in communications with the company regarding opportunities to enhance shareholder value and improve corporate governance, including through potential changes in the corporate structure, potentially, among other options, including changes to the composition of the Board. Source
• On March 9, 2023, Nano Dimension Ltd delivered a letter to the board proposing a non-binding indicative offer to acquire the remaining outstanding shares  for $18.00 per share in cash.
• On March 10, 2023, Anson Funds (5.1%) issued a letter to the Board to express its disappointment in the company’s apparent refusal to constructively engage with its shareholders. In addition, Anson Funds called on the board to implement a meaningfully larger return of capital program and expressed its concern that the company is overcapitalized and its belief that management’s recent actions highlight poor corporate governance at the company. It also urged the board to halt the proposed takeover of Stratasys, Ltd. Source
• At the special general meeting held on March 20, 2023, the shareholders voted in favor of the Proposing Shareholders’ proposals to (i) amend certain provisions of the company’s Articles of Association, (ii) remove four incumbent members of the Board, including Chairman and Chief Executive Officer Yoav Stern, and (iii) appoint two director nominees, Kenneth H. Traub and Dr. Joshua Rosensweig, as directors of the company. Although the Proposing Shareholders believe that the Special Meeting was valid, including that Messrs. Traub and Rosensweig were duly elected to the Board at the Special Meeting, the company is challenging the validity of the Special Meeting in Israeli court, which the Proposing Shareholders are vigorously defending. Most recently, the Israeli court issued an order stating that Messrs. Traub and Rosensweig shall serve as non-voting observers on the Board during the pendency of the litigation.
• In addition to the Israeli litigation, on March 27, 2023, the company filed a lawsuit against Murchinson Ltd and certain other third parties.
• On May 1, 2023, Murchinson Ltd (5.8%) filed a lawsuit against the company and certain other third parties, including Mr. Stern seeking to recover its costs and attorneys fees and punitive damages arising from the company's Complaint. Source
• On May 2, 2023, Anson Funds (6.2%) stated its belief that the allegations by the company contained in the complaint are without merit and intend to defend themselves. Source
• On June 27, 2023, Murchinson delivered a private letter to the Board expressing its concerns over the increased tender offer price for Stratasys shares and the lack of due process and shareholder approval. It criticizes potential plans for a hasty equity issuance that would dilute shareholders' interests.
• On July 20, 2023, Murchinson (5.9%) sent a letter to the Board expressing concerns about the delayed AGM and the Board's alleged attempts to disenfranchise shareholders. It also informed the Board of its decision to convert a portion of ADSs held by Nomis Bay into Ordinary Shares, which was completed on July 18, 2023. As a result, Nomis Bay now holds 1,500,000 ADSs and 3,000,000 Ordinary Shares.
• On July 31, 2023, Murchinson demanded the company to add resolutions to improve corporate governance at the AGM on September 7, 2023. This includes electing experienced and independent director nominees, amending the Articles of Association, and replacing/removing Board members. Source
• On August 17, 2023, Murchinson released an investor presentation detailing why they believe wholesale change to the Board is urgently required to restore accountability, address broken governance and drive shareholder value at the company. The Investor Presentation also details the Proposing Shareholders’ five-pillar plan to improve leadership, capital allocation and corporate governance at the company, which they believe can only be accomplished through a reconstituted Board. The Proposing Shareholders therefore encourage the shareholders to support the proposals to remove the incumbent directors, elect their independent nominees and improve corporate governance at the AGM, scheduled for September 7, 2023. The Proposing Shareholders believe their independent nominees who would join current non-voting directors Kenneth Traub and Dr. Joshua Rosensweig, have the right skill sets and expertise to put the company on the path to shareholder value creation. 
• On October 25, 2023, Murchinson (6.6%)delivered a letter to the company demanding that the company add to the agenda of the EGM of Shareholders scheduled to be held on December 13, 2023 various resolutions proposed by them, including resolutions to (i) remove Mr. Yoav Stern and Mr. Oded Gera from the Board, (ii) appoint two highly-qualified director nominees, Ms. Timor Arbel-Sadras, and Mr. Ofir Baharav (the “Murchinson Director Nominees”), to the Board, and (iii) amend certain provisions of the company’s Articles of Association, including the addition of a new Article relating to certain major transactions involving the company requiring shareholder approval. Source
• On December 7, 2023, Murchinson Ltd. sent a letter to the Board informing that it's converting some ADSs into Ordinary Shares to hold more than 5% of voting rights. This conversion is aimed at protecting shareholders' interests. Murchinson plans to demand a special shareholder meeting and propose a new article requiring approval for acquisitions over $50,000,000. These actions are taken due to the Board's lack of responsiveness and concerns about the CEO's recent actions and statements.
• On June 28, 2024, Murchinson Ltd (7.1%) issued an open letter to shareholders criticizing CEO Yoav Stern and the Board. They revealed that Mr. Stern and the Board recently took a company-funded trip to Alaska despite a recent 25% workforce reduction to cut costs. Murchinson suspects Nano might be in deal talks with Desktop Metal due to a recent spike in Desktop Metal’s stock price and urges the Nano Board to seek shareholder approval for any strategic deals. They also expect a ruling from the Israeli Court on the validity of the March 2023 EGM vote, where shareholders supported Murchinson’s proposals. Pending various lawsuits, Murchinson affirms its commitment to replacing the Board and Mr. Stern at the 2024 AGM.
• On October 9, 2024, Murchinson sent a letter to the Board, criticizing the delay in holding the AGM and expressing concerns that the Board may be attempting to disenfranchise shareholders by scheduling the AGM as late as possible under Israeli law. Murchinson requested the conversion of a portion of ADSs into Ordinary Shares and indicated its intention to submit proposals at the AGM, including nominating two to three new directors, removing current directors, and amending the Articles of Association to require shareholder approval for major transactions.
• On October 22, 2024, Murchinson sent a letter to the company demanding the inclusion of various resolutions in the agenda for the AGM on December 6, 2024. These resolutions aim to enhance corporate governance and reform the Board by electing independent directors Mr. Robert Pons and Mr. Ofir Baharav, and by amending the Articles to declassify the Board and require shareholder approval for major acquisitions. Source
•   On November 13, 2024, Murchinson issued a presentation urging shareholders to support its proposals for boardroom change at Nano. Murchinson criticized Nano’s management under CEO Yoav Stern, pointing to a 120% decline in enterprise value since 2019, failed acquisitions, misallocation of capital, and broken corporate governance. It highlighted ongoing shareholder value destruction, including questionable ties to a sanctioned Russian oligarch and concerns over upcoming acquisitions. Murchinson proposed the election of independent directors Ofir Baharav and Robert Pons at the 2024 AGM, urging shareholders to vote by November 27.

Al Shams Investments Raises Governance Concerns and Considers Proxy Fight at Braemar (BHR)

Key Summary: On March 22, 2024, Blackwells Capital LLC, along with its affiliates and Jason Aintabi, solicit support from stockholders for significant changes at the upcoming 2024 Annual Meeting. On June 3, 2024, Wafic Rida Saïd of Al Shams Investments LTD (9.8%) emailed Braemar's Chairman, Monty J. Bennett, and CEO Richard J. Stockton, proposing management changes, such as terminating the agreement with Ashford Inc. and appointing independent directors. On July 2, 2024, the company reached a cooperation agreement with Blackwells Capital LLC, wherein Blackwells will withdraw director nominations, cease proxy solicitation, support Braemar's directors and proposals at the 2024 Annual Meeting. On July 4, 2024, Al Shams Investments LTD expressed concerns Regarding Braemar's (BHR) Cooperation Agreement with Blackwells Parties. On November 7, 2024, Al Shams Investments expressed concerns over Braemar’s corporate governance, including conflicts of interest and excessive fees paid to Ashford Inc., leading them to consider a proxy fight and initiate an investigation.

Market Cap: $266 million | Braemar Hotels & Resorts Inc. is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.

• On March 22, 2024, Blackwells Capital LLC, along with its affiliates and Jason Aintabi, solicit support from stockholders for significant changes at the upcoming 2024 Annual Meeting. The changes proposed are aimed at aligning the corporation's governance policies and board composition more closely with all stockholders' best interests. This effort is encapsulated in the Proxy Statement and involves the election of four Blackwells nominees — Michael Cricenti, Jennifer M. Hill, Betsy L. McCoy, and Steven J. Pully — to the board for one-year terms. Additionally, Blackwells proposes several governance changes:
•   Removing the Bylaws' Overreaching Advance Notice Provision.
• Preventing any current/former employee, director, officer, or control person of the Corporation or its affiliates from serving as chairman of the Board.
• Disclosing all extraordinary transaction proposals received in the past two years and their terms.
• Disclosing all compensation paid to the Bennett family, The Dallas Express, and its employees, directors, or agents. Source
• On March 29, 2024, Blackwells Capital filed proxy materials seeking support for its nominees and proposals.
• On April 9, 2024, Blackwells Capital issued a presentation regarding the management fees paid by the company to its advisor, Ashford Hospitality Advisors, LLC, a subsidiary of Ashford Inc.
• On April 10, 2024, Blackwells Capital issued a press release and launched a website, www.NoMoreMonty.com, to communicate with the shareholders in connection with the Corporation’s 2024 AGM.
• On April 11, 2024, Blackwells Capital filed a lawsuit in the Northern District of Texas against the company and its directors. The complaint accused the corporation of rejecting Blackwells' nomination notice improperly, breaching its bylaws, and violating the Securities Exchange Act of 1934 by issuing misleading statements and omitting necessary disclosures about The Dallas Express as a proxy participant. Source
• On May 2, 2024, Blackwells Capital filed proxy materials seeking support for its nominees and proposals. Source
• On May 9, 2024, Blackwells Capital issued a presentation entitled “Too Little, Too Late” regarding the company.
• On May 20, 2024, Blackwells Capital released a presentation entitled “The Buffoonery of Monty Bennett” exposing Monty Bennett’s buffoonery
• On June 3, 2024, Wafic Rida Saïd, Al Shams Investments LTD (9.8%), sent an email to Monty J. Bennett, the Chairman of the company, and Richard J. Stockton, the CEO and President of the company, setting forth certain recommendations relating to the management, including the termination of its management agreement with Ashford Inc., and replacement of some directors with independent directors. Source
• On June 10, 2024, Blackwells Capital released a presentation criticizing Monty Bennett's leadership. Blackwells, supported by independent shareholders, aims to end Braemar's management agreement with Ashford Inc. and reconstitute the Board. Brancous LP1 and Braemar’s second-largest shareholder both voiced concerns about governance and called for changes. Blackwells urges shareholders to vote "FOR" their nominees and proposals on the WHITE proxy card and "AGAINST" Braemar’s executive compensation resolution. Source
• On June 21, 2024, Blackwells Capital released a letter to shareholders criticizing Mr. Bennett and his associates for poor leadership, extracting nearly a billion dollars in fees, and misleading shareholders. Jason Aintabi, CIO of Blackwells, condemned Mr. Bennett’s actions and called for change, supported by major shareholders like Campbell Capital Management (CCM) and Brancous LP. CCM highlighted the lack of long-term growth under Mr. Bennett and endorsed Blackwells' efforts to restructure Braemar for the benefit of all shareholders.
• On July 2, 2024, the company reached a cooperation agreement with Blackwells Capital LLC, wherein Blackwells will withdraw director nominations, cease proxy solicitation, support Braemar's directors and proposals at the 2024 Annual Meeting, and purchase 3.5 million shares of Braemar stock, partly financed by Braemar. Braemar will also add an additional independent director to its Board of Directors and will consider Blackwells’ input in this selection.
• On July 4, 2024 Mr. Said, Al Shams Investments LTD sent an email to Mr. Stockton and Mr. Bennett expressing concerns about the terms of a Cooperation Agreement entered into on July 2, 2004 among the Company, Ashford Hospitality Trust, Inc. and Ashford Inc., on the one hand, and Blackwells Parties, on the other hand  regarding the withdrawal of the Blackwells Parties’ proxy campaign, dismissal of pending litigation involving the parties and certain other matters.
• On July 25, 2024 Mr. Said, Al Shams Investments LTD sent an email to Mr. Bennett and Mr. Stockton, expressing displeasure and frustration at the status of discussions with the company, reiterating key proposals in prior communications and requesting commitments from the company by the end of July 2024. Source
• On November 7, 2024 Mr. Said, Al Shams Investments LTD sent a letter to the shareholders expressing concerns over significant corporate governance issues, including conflicts of interest and excessive management fees paid to Ashford Inc., controlled by Braemar’s board chair, Monty Bennett. Despite repeated requests for reforms—such as ending Braemar’s management agreement with Ashford, renegotiating termination fees, and appointing independent board members—Braemar has not taken action. Al Shams is now considering a proxy fight and has initiated an investigation into potential breaches of fiduciary duty by Braemar's leadership. Al Shams believes that removing these conflicts and bringing in fresh leadership could restore Braemar's long-term success.

Steel Connect Proposes Transaction to Address DMC Global's (BOOM) Financial Challenges

Key Summary:  On November 13, 2024, Warren Lichtenstein, Executive Chairman of Steel Connect, proposed a transaction to address DMC Global's financial issues, including a $162 million put option for the Munera family's Arcadia stake.

Market Cap: $174 million | DMC Global Inc. provides a suite of engineered products and various solutions for the construction, energy, industrial processing, and transportation markets worldwide. 

On November 13, 2024, Warren Lichtenstein, Executive Chairman of Steel Connect, wrote to the Board of DMC Global Inc. proposing a transaction to resolve the company’s financial challenges. DMC faces a critical situation due to poor third-quarter results, a $162 million put option for the Munera family's remaining stake in Arcadia, and significant financial and management issues. Lichtenstein offered to provide the cash needed to exercise the company’s call option on Arcadia in exchange for Series A convertible preferred stock. He also proposed a rights offering to allow stockholders to purchase preferred shares alongside Steel Connect. Additionally, he called for the immediate termination of DMC's poison pill strategy, which limits investor purchases. Lichtenstein emphasized his commitment to working with the company to enhance shareholder value and requested that the company facilitate due diligence to expedite the transaction. Source

Joseph Stilwell Proposes Company Sale and Potential Board Representation at IF Bancorp, Inc (IROQ)

Key Summary: Joseph Stilwell urged maximizing shareholder value in 2018, reduced stake in 2019, and hoped to work with management in 2023. In 2024, he proposed the company's sale and may seek board representation if not achieved.

Market Cap: $69 million| IF Bancorp, Inc. operates as the savings and loan holding company for Iroquois Federal Savings and Loan Association that provides a range of banking and financial services to individual and corporate clients. 

• On May 28, 2024, Joseph Stilwell (7.5%) announced the submission of a stockholder proposal to prompt the sale of the company. Further, he stated if the Proposal doesn't result in the prompt sale, the intention is to pursue board representation.
• On November 15, 2024, Joseph Stilwell increased his stake to 8.5%

Past

• On December 14, 2018, Joseph Stilwell (6.2%) urged management and the board to maximize shareholder value through repurchases of outstanding Common Stock with excess capital. He stated that he would aggressively seek board representation if the company pursued any action that diluted tangible book value per share. Source
• On September 24, 2019, Joseph Stilwell reduced his stake to 0.6% stating, that the Board had acted in good faith to maximize shareholder value through share repurchases. 
• On September 18, 2023, Joseph Stilwell (6.6%) stated that he hopes to work with management and the board to maximize shareholder value. Source

Knighted Sues Allied Gaming & Entertainment Inc (AGAE) Board Over Alleged Breach of Fiduciary Duties in Yellow River Transaction

Key Summary:  On October 3, 2024, Ourgame International Holdings Limited submitted a Notice of Nomination for Mr. Li Zhang and Mr. Shaohua Ma to replace Mr. Yushi Guo and Mr. Yuanfei Qu, pending board approval. On March 7, 2024, Knighted Pastures (29.6%) announced plans to discuss board representation and potential nominations. By July 17, 2024, they formally proposed nominating three board candidates, amending bylaws, and removing directors Yangyang Li, Yushi Guo, and Yuanfei Qu at the 2024 stockholder meeting.

Market Cap: $49 million | Allied Gaming & Entertainment Inc. provides entertainment and gaming products worldwide. 

Knighted Pastures

• On March 7, 2024, Knighted Pastures (29.6%) stated that it plans to engage in discussions with the  management and board regarding potential board representation and may nominate individuals for election to the board.
• On July 17, 2024, Knighted Pastures LLC submitted an Amended and Restated Notice of Nomination for the 2024 stockholder meeting, proposing to nominate three candidates for the board, amend the bylaws related to board actions and special meetings, and remove directors Yangyang Li, Yushi Guo, and Yuanfei Qu for cause. Source
• On September 27, 2024, Knighted Pastures LLC sent a letter to the company demanding prompt scheduling of the 2024 Annual Meeting of stockholders. They criticized the company's delay, which exceeds fourteen months since the last meeting, as an attempt to disenfranchise stockholders. Knighted Pastures set a deadline of December 5, 2024, for scheduling the meeting, warning of potential legal action if the company fails to comply by October 4, 2024. Source
• On October 31, 2024, Knighted Pastures filed proxy materials seeking support for its nominees.
• On November 12, 2024, Knighted filed a civil lawsuit in the Delaware Court of Chancery against members of the Board and other parties involved in the Yellow River Transaction, which Knighted claims breached fiduciary duties. The lawsuit alleges that the Director Defendants entered into a Securities Purchase Agreement with Blue Planet to entrench the board and impede stockholder rights to elect directors. The case seeks to void the Yellow River transaction, including the issuance of shares to Blue Planet, and remove director Zongmin Ding from the Board. Knighted also filed motions to expedite the case and prevent the 2024 Annual Meeting until the Court resolves the claims. Source

Ourgame International Holdings Limited

On October 3, 2024, Ourgame International Holdings Limited (31.5%) disclosed that on September 24, 2024, it requested the Board to grant a similar exemption to that provided to Knighted Pastures LLC and Roy Choi, allowing Ourgame to exceed a 10% holding without triggering the shareholder rights plan adopted in February 2024. Additionally, on October 3, 2024, Mr. Lu Jingsheng, representing Ourgame as a member of the company's Nominating Committee, submitted a Notice of Nomination for Directors. The Notice proposed Mr. Li Zhang and Mr. Shaohua Ma as replacements for Mr. Yushi Guo and Mr. Yuanfei Qu, pending approval by the entire board. Source

Dream Chasers Capital Group nominated two directors to Carver Bancorp, Inc (CARV)

Key Summary:  On July 23, 2024, Dream Chasers Capital Group LLC (5%) stated that it was nominating two new directors to the board and urging shareholders to vote for them at the upcoming annual meeting.

Market Cap: $9 million | Carver Bancorp, Inc. operates as the holding company for Carver Federal Savings Bank that provides consumer and commercial banking services for consumers, businesses, non-profit organizations, and governmental and quasi-governmental agencies primarily in New York.

• On December 12, 2022, Dream Chaser’s Capital Group (5.51%), Shawn Paul Herrera  (1.68%) and Kevin Scott Winters  (3.83%) entered into the Voting Agreement because they all believe that the Company represents an attractive investment based on the Company’s business prospects, strategy, and share price. They believe that the Company is undervalued, and they intend to push for operational changes to enhance shareholder value.
• On December 20, 2022, Jeffrey John Bailey (7%) stated his belief that the Company is undervalued, and he intends to push for operational changes to enhance shareholder value. Source
• On July 23, 2024, Dream Chasers Capital Group LLC (5%) stated that it was nominating two new directors to the board and urging shareholders to vote for them at the upcoming annual meeting. Dream Chasers believed these nominees would drive a new growth strategy, enhancing profitability and shareholder value. They warned that any resistance to their nominations could negatively impact Carver’s stock price and capital-raising ability, posing a risk to the bank’s future. Source
• On October 24, 2024, Dream Chasers Capital Group LLC filed proxy materials seeking support for its nominees.
• On November 12, 2024, Dream Chasers Capital Group LLC filed proxy materials seeking support for its nominees.