11/04/2026 | Press release | Distributed by Public on 11/04/2026 14:27
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Rosenberg David I. C/O LUCID CAPITAL 570 LEXINGTON AVE 41ST FLOOR NEW YORK, NY 10022 |
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| /s/ David Rosenberg | 11/04/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | MJG Polo LLC ("MJG") entered into a Purchase Agreement with the Issuer and Compass North Holdings Limited (the "Selling Stockholder") on June 9, 2026, pursuant to which on June 25, 2026, MJG acquired from the Selling Stockholder 8,300,000 shares of Common Stock for the aggregate purchase price of $355,000. For additional information regarding the transaction, see the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2026. |
| (2) | Mr. Rosenberg indirectly owns 2,075,000 shares based on his pecuniary interest in shares held directly by MJG. Mr. Rosenberg owns 25% of the equity interests of MJG, which in turn directly holds 8,300,000 shares of Issuer's Common Stock. Mr. Rosenberg is one of two managers of MJG and may be considered a beneficial owner of the shares held directly by MJG. |