Fold Holdings, Inc 10-K, filed Mar 22, 2022

Fold Holdings, Inc. (FLD)

10-K 2022-03-22 For: 2021-12-31

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Added on April 12, 2026

About this 10-K

Fold Holdings, Inc filed this 10-K on March 22, 2022, covering the fiscal year ended December 31, 2021.

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Delaware		86-2170416
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

2929 Arch Street, Suite 1703, Philadelphia, PA		19104
(Address of Principal Executive Offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	EMLD	Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock	EMLDW	Nasdaq Global Market
Units, each consisting of one share of Class A common stock and one- half of one redeemable warrant	EMLDU	Nasdaq Global Market

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

PART I

Item 1	Business	1
Item 1A.	Risk Factors	19
Item 1B.	Unresolved Staff Comments	51
Item 2.	Properties	51
Item 3.	Legal Proceedings	51
Item 4.	Mine Safety Disclosure	51

PART II

Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	52
Item 6.	[RESERVED]	53
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	57
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	58
Item 9A.	Controls and Procedures	58
Item 9B.	Other Information	58
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	58

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	59
Item 11.	Executive Compensation	64
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	64
Item 13.	Certain Relationships and Related Transactions, and Director Independence	67
Item 14.	Principal Accountant Fees and Services	71

PART IV

Item 15.	Exhibits and Financial Statement Schedules	72
Item 16.	Form 10-K Summary	73

	●	subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

	●	cause us to depend on the marketing and sale of a single product or limited number of products or services.

Type of Transaction		Whether Stockholder Approval is Required
Purchase of assets		No
Purchase of stock of target not involving a merger with the company		No
Merger of target into a subsidiary of the company		No
Merger of the company with a target		Yes

Public shares		24,869,342
Founder shares		8,615,141
Placement shares		976,081
Total shares		34,460,564
Total funds in trust available for initial business combination (less deferred underwriting commissions)	$	242,476,084
Initial implied value per public share	$	10.10
Implied value per share upon consummation of initial business combination	$	7.04

		Page
Report of Independent Registered Public Accounting Firm *(PCAOB ID # 100)*		F-2

Balance Sheet		F-3

Statement of Operations		F-4

Statement of Changes in Stockholders’ Deficit		F-5

Statement of Cash Flows		F-6

Notes to Financial Statements		F-7

Assets
Cash	$	1,227,914
Prepaid and other current assets		411,358
Total current assets		1,639,272
Prepaid expenses – non-current portion		175,362
Reimbursement receivable		1,155,000
Investments held in Trust Account		222,200,530
Total assets	$	225,170,164

Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Current liabilities:
Accrued offering costs and expenses	$	77,131
Due to related party		16,451
Total current liabilities		93,582
Deferred underwriters’ discount		7,700,000
Deferred advisory fee		1,155,000
Total liabilities		8,948,582

Commitments and Contingencies

Class A common stock subject to possible redemption, $0.0001 par value; 22,000,000 issued and outstanding shares at a redemption value of $10.10 per share		222,200,000

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—
Class A common stock, $0.0001 par value; 42,000,000 shares authorized; 890,000 issued and outstanding		89
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,763,333 shares issued and outstanding⁽¹⁾		876
Additional paid-in capital		—
Accumulated deficit		(5,979,383	)
Total stockholders’ deficit		(5,978,418	)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$	225,170,164


Formation and operating costs	$	100,518
Loss from operations		(100,518	)
Other income:
Interest income earned on investments held in trust account		530
Other income		530
Net loss	$	(99,988	)

Basic and diluted weighted average shares outstanding, Class A common stock	$	869,241
Basic and diluted net loss per common stock, Class A common stock	$	(0.02	)
Basic and diluted weighted average shares outstanding, Class B common stock	$	5,126,782
Basic and diluted net loss per common stock, Class B common stock	$	(0.02	)

	Class A				Class B				Additional						Total
	Common Stock				Common Stock⁽¹⁾				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of February 19, 2021 (Inception)		—	$	—		—	$	—	$	—		$	—		$	—
Issuance of founders’ share		—		—		8,763,333		876		24,124			—			25,000
Sale of 890,000 Private Placement Units		890,000		89		—		—		8,899,911			—			8,900,000
Initial classification of warrant, net of offering costs		—		—		—		—		7,362,578			—			7,362,578
Net loss		—		—		—		—		—			(99,988	)		(99,988	)
Accretion of common stock subject to possible redemption		—		—		—		—		(16,286,613	)		(5,879,395	)		(22,166,008	)
Balance as of December 31, 2021		890,000	$	89		8,763,333	$	876	$	—		$	(5,979,383	)	$	(5,978,418	)

Cash flows from operating activities:
Net loss	$	(99,988	)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation cost paid by Sponsor		208
Interest earned on cash held in Trust Account		(530	)
Changes in operating assets and liabilities:
Prepaid assets		(586,720	)
Accrued offering costs and expenses		77,131
Due to related party		16,451
Net cash used in operating activities		(593,448	)

Cash flows from investing activities:
Principal deposited in Trust Account		(222,200,000	)
Net cash used in investing activities		(222,200,000	)

Cash flows from financing activities:
Proceeds from initial public offering, net of costs		215,600,000
Proceeds from sale of founder shares		25,000
Proceeds from private placement units		8,900,000
Payment of promissory note - related party		(105,260	)
Payment of other offering costs		(398,378	)
Net cash provided by financing activities		224,021,362

Net change in cash		1,227,914
Cash, beginning of the period		—
Cash, end of the period	$	1,227,914

Supplemental disclosure of noncash investing and financing activities:
Common stock subject to possible redemption
Deferred underwriting payable charged to additional paid-in capital	$	7,700,000
Reimbursement of advisory fee	$	1,155,000

	For the period from February 19, 2021 (inception) through December 31, 2021
	Class A			Class B
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(14,495	)	$	(85,493	)
Denominator:
Weighted-average shares outstanding including common stock subject to redemption		869,241			5,126,782
Basic and diluted net loss per share	$	(0.02	)	$	(0.02	)

Gross proceeds	$	220,000,000
Less:
Proceeds allocated to Public Warrants		(7,810,000	)
Class A common stock issuance costs		(12,603,430	)
Plus:
Accretion of carrying value to redemption value		22,613,430
Class A common stock subject to possible redemption	$	222,200,000

	December 31, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Asset:
Investment held in Trust Account	$	222,200,530	$	222,200,530	$	—	$	—

	December 31, 2021
Deferred tax asset
Organizational costs/Start-up costs	$	10,144
Federal net operating loss		10,853
Total deferred tax asset		20,997
Valuation allowance		(20,997	)
Deferred tax asset, net of allowance	$	—

	For the period from February 19, 2021 (inception) through December 31, 2021
Federal
Current	$	—
Deferred		20,997
State
Current		—
Deferred		—
Change in valuation allowance		(20,997	)
Income tax provision	$	—

Statutory federal income tax rate	$	21.00	%
State taxes, net of federal tax benefit		—
Permanent book/tax differences		—
Change in valuation allowance		(21.00	%)
Income tax provision	$	—

Name	Age	Title
Betsy Cohen	80	Chairman of the Board
Bracebridge H. Young, Jr.	65	President and Chief Executive Officer
Douglas Listman	51	Chief Financial Officer
Mark Tercek	65	Vice Chairman
Tensie Whelan	61	Director
Therese Rein	63	Director
Andrew Hohns	43	Director
Lisa Shalett	55	Director

	●	reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

	●	reviewing and approving the compensation of all of our other executive officers;

	●	reviewing our executive compensation policies and plans;

	●	implementing and administering our incentive compensation equity-based remuneration plans;

	●	assisting management in complying with our proxy statement and annual report disclosure requirements;

	●	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

	●	producing a report on executive compensation to be included in our annual proxy statement;

	●	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and

	●	monitoring compliance with the requirements under the Sarbanes-Oxley Act relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits.

	●	each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

	●	each of our named executive officers and directors that beneficially owns shares of our common stock; and

	●	all our executive officers and directors as a group.

Name and Address of	Class A Common Stock					Class B Common Stock					Combined Voting Power⁽²⁾
Beneficial Owners	Number		% of class			Number		% of class			Number		% of class
Directors and Executive Officers:⁽¹⁾
Betsy Cohen⁽³⁾		976,081		3.8	%		8,615,141		100.0	%		9,591,222		27.8	%
Bracebridge H. Young, Jr.		–		–			–		–			–		–
Douglas Listman		–		–			–		–			–		–
Mark Tercek		–		–			–		–			–		–
Tensie Whelan⁽⁵⁾		–		–			–		–			–		–
Therese Rein⁽⁵⁾		–		–			–		–			–		–
Andrew Hohns⁽⁵⁾		–		–			–		–			–		–
Lisa Shalett⁵⁾		–		–			–		–			–		–
All directors and executive officers as a group (eight individuals)		976,081		3.8	%		8,615,141		100.0	%		9,591,222		27.8	%

5% or Greater Beneficial Owners:
Saba Capital Management, L.P.⁽⁶⁾		1,600,000		6.4	%		–		–			1,600,000		4.6	%
Integrated Core Strategies (US) LLC⁽⁷⁾		1,550,000		6.2	%		–		–			1,550,000		4.5	%
Taconic Capital Advisors L.P.⁽⁸⁾		1,509,900		5.8	%		–		–			1,509,900		4.4	%
Sculptor Capital LP⁽⁹⁾		1,505,492		5.8	%		-		-			1,505,492		4.4	%
Emerald ESG Sponsor, LLC⁽⁴⁾		976,081		3.8	%		4,349,402		50.5	%		5,325,483		15.5	%
Emerald ESG Advisors, LLC⁽⁴⁾		–		–			4,265,739		49.5	%		4,265,739		12.4	%

*	Less than 1 percent.

1.	Unless otherwise noted, the business address of each of the following individuals is c/o FTAC Emerald Acquisition Corp., 2929 Arch Street, Suite 1703, Philadelphia, PA 19104.

2.	Represents the percentage of voting power of our Class A common stock and Class B common stock voting together as a single class. Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to certain adjustments described in our charter documents.

3.	Shares are held directly by Emerald ESG Sponsor, LLC (976,081 shares of Class A common stock and 4,349,402 shares of Class B common stock) and Emerald ESG Advisors, LLC (4,265,739 shares of Class B common stock), each of which is managed by Betsy Cohen. Ms. Cohen disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein.

4.	Shares are held directly by Emerald ESG Sponsor, LLC and Emerald ESG Advisors, LLC, each of which is managed by Betsy Cohen. Certain of our officers and directors are members of our sponsor, but none has any voting or investment power over the shares held by our sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

7.	Based on a Schedule 13G filed on December 23, 2021 on behalf of Integrated Core Strategies (US) LLC, a Delaware limited liability company (“Integrated Core Strategies”), Riverview Group LLC, a Delaware limited liability company (“Riverview Group”), ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands (“ICS Opportunities”), Millennium International Management LP, a Delaware limited partnership (“Millennium International Management”), Millennium Management LLC, a Delaware limited liability company (“Millennium Management”), Millennium Group Management LLC, a Delaware limited liability company (“Millennium Group Management”) and Israel A. Englander. As of the close of business on December 22, 2021, the reporting persons beneficially owned an aggregate of 1,550,000 shares of the issuer’s Class A common stock. Specifically, as of the close of business on December 22, 2021: (i) Integrated Core Strategies beneficially owned 400,000 shares of the issuer’s Class A common stock; (ii) Riverview Group beneficially owned 1,000,000 shares of the issuer’s Class A common stock; and (iii) ICS Opportunities beneficially owned 150,000 shares of the issuer’s Class A Common Stock. Millennium International Management is the investment manager to ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millennium Management is the general partner of the managing member of Integrated Core Strategies and Riverview Group and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Management is also the general partner of the 100% owner of ICS Opportunities and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millennium Group Management is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. The managing member of Millennium Group Management is a trust of which Israel A. Englander currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Riverview Group and ICS Opportunities. The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, Riverview Group or ICS Opportunities, as the case may be. The business address of each reporting person is 399 Park Avenue, New York, New York 10022.

8.	Based on information contained in a Schedule 13G filed on February 11, 2022 by Taconic Capital Advisors L.P. (“Taconic Advisors LP”); Taconic Capital Advisors UK LLP (“Taconic Advisors UK”); Taconic Capital Advisors (Hong Kong) Limited (“Taconic Advisors HK”); Taconic Associates LLC (“Taconic Associates”); Taconic Capital Partners LLC (“Taconic Capital”); Taconic Capital Performance Partners LLC (“Taconic Partners”); and Frank P. Brosens. Taconic Advisors LP serves as the investment manager to each of Taconic Opportunity Master Fund L.P. (“Taconic Opportunity Fund”) and Taconic Master Fund 1.5 L.P. (“Taconic Event Fund,” and together with Taconic Opportunity Fund, the “Taconic Funds”). Taconic Advisors LP has entered into sub-advisory agreements with Taconic Advisors UK and Taconic Advisors HK pursuant to which Taconic Advisors UK and Taconic Advisors HK serve as subadvisors to Taconic Advisors LP in respect of each of the Taconic Funds. Taconic Advisors LP is the manager of Taconic Capital Services UK Ltd, the UK parent entity of Taconic Advisors UK. Accordingly, each of Taconic Advisors LP, Taconic Advisors UK and Taconic Advisors HK may be deemed a beneficial owner of the shares held for the accounts of the Taconic Funds. Taconic Partners serves as the general partner to Taconic Advisors LP. Taconic Partners is also a director of Taconic Advisors HK. Taconic Associates serves as the general partner to Taconic Opportunity Fund, and accordingly may be deemed a beneficial owner of the shares held for the account of Taconic Opportunity Fund. Taconic Capital serves as the general partner to Taconic Event Fund, and accordingly may be deemed a beneficial owner of the shares held for the account of Taconic Event Fund. Mr. Brosens is a principal of Taconic Advisors LP and a manager of each of Taconic Partners, Taconic Associates and Taconic Capital. In such capacities, Mr. Brosens may be deemed a beneficial owner of the shares held for the accounts of the Taconic Funds. The address of the principal business of office of each of Taconic Advisors LP, Taconic Associates, Taconic Partners, Taconic Capital and Mr. Brosens is c/o Taconic Capital Advisors L.P. 280 Park Avenue, 5th Floor, New York, NY 10017. The address of the principal business office of Taconic Advisors UK is 55 Grosvenor Street, London, W1K 3HY, UK. The address of the principal business office of Taconic Advisors HK is Unit 1601, Ruttonjee House, Ruttonjee Centre, 11, Duddell Street, Central, Hong Kong.

9.	Based on information contained in a Schedule 13G filed on March 7, 2022 by Sculptor Capital LP, a Delaware limited partnership (“Sculptor”), Sculptor Capital II LP, a Delaware limited partnership (Sculptor-II”), Sculptor Capital Holding Corporation, a Delaware corporation (“SCHC”), Sculptor Capital Holding II LLC, a Delaware limited liability company (“SCHC-II”), Sculptor Capital Management, Inc., a Delaware limited liability company (“SCU”), Sculptor Master Fund, Ltd., a Cayman Islands company (“SCMF”), Sculptor Special Funding, LP, a Cayman Islands exempted limited partnership that is wholly owned by SCMF (“NRMD”), Sculptor Credit Opportunities Master Fund, Ltd., a Cayman Islands company (“SCCO”), Sculptor SC II LP, a Delaware limited partnership (“NJGC”), and Sculptor Enhanced Master Fund, Ltd., a Cayman Islands company (“SCEN”). Sculptor is the principal investment manager to a number of private funds and discretionary accounts (collectively, the “Accounts”). Sculptor-II, which is wholly owned by Sculptor, also serves as the investment manager to certain of the Accounts. The reported shares of Class A common stock are held in the Accounts managed by Sculptor and Sculptor-II. SCHC serves as the general partner of Sculptor. SCHC-II, which is wholly owned by Sculptor, serves as the general partner of Sculptor-II. As such, SCHC may be deemed to control Sculptor and, therefore, may be deemed to be the beneficial owner of the reported shares of Class A common stock. SCU is a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II. As such, SCU may be deemed to be the beneficial owner of the reported shares of Class A common stock. Sculptor also serves as the investment advisor to SCMF, SCCO and SCEN. Sculptor-II is the investment advisor to NJGC. The address of the principal business office of Sculptor, Sculptor-II, SCHC, SCHC-II, and SCU is 9 West 57 Street, 39 Floor, New York, NY 10019. The address of the principal business office of SCMF, SCEN, and SCCO is c/o State Street (Cayman) Trust, Limited, 1 Nexus Way—Suite #5203, PO Box 896, Helicona Courtyard, Camana Bay, Grand Cayman, KY1-1103, Cayman. The address of the principal business office of NRMD is c/o Maples FS Limited, P.O. Box 1093, Queensgate House, Grand Cayman, KY1-1102, Cayman Islands. The address of the principal business office of NJGC is c/o The Corporation Trust Company 1209 Orange Street, Wilmington DE 19801.

Individual⁽¹⁾	Entity⁽²⁾	Affiliation
Betsy Cohen	FinTech Acquisition Corp. V FinTech Acquisition Corp. VI FTAC Hera Acquisition Corp. FTAC Athena Acquisition Corp.	Chairman Chairman Chairman Chairman

Bracebridge H. Young, Jr.	Arabesque USA Newmarket Investment Management	Executive Chairman Board of Advisors
	Cultivo Land PBC	Director
	Social Finance, Inc. Social Progress Imperative	Chairman Director

(1)	Each of the entities listed in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his or her obligations and the presentation by each such individual of business opportunities.
(2)	Does not include blank check companies, which has not yet consummated an initial public offering.

Exhibit No.		Description
1.1		Underwriting Agreement, dated December 15, 2021, by and between the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters(1)
3.1		Second Amended and Restated Certificate of Incorporation(1)
3.2		Amended and Restated Bylaws(2)
4.1		Specimen Unit Certificate(2)
4.2		Specimen Common Stock Certificate(2)
4.3		Specimen Warrant Certificate(2)
4.4		Warrant Agreement, dated December 15, 2021, by and between Continental Stock Transfer & Trust Company and the Company(1)
4.5*		FTAC Emerald Acquisition Corp. Description of Securities
10.1		Letter Agreement, dated December 15, 2021, by and among the Company, its officers, its directors and Emerald ESG Sponsor, LLC(1)
10.2		Administrative Services Agreement, dated December 15, 2021, by and between the Company and Emerald ESG Sponsor, LLC(1)
10.3		Unit Subscription Agreement, dated December 15, 2021 by and between the Company and Emerald ESG Sponsor, LLC(1)
10.4		Investment Management Trust Agreement, dated December 15, 2021, by and between the Company and Continental Stock Transfer & Trust Company(1)
10.5		Registration Rights Agreement, dated December 15, 2021, by and among the Company and Emerald ESG Sponsor, LLC(1)
10.6		Form of Indemnity Agreement(2)
14.1		Code of Business Conduct and Ethics(2)
21.1*		Subsidiaries of the Registrant
31.1*		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2*		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1*		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
32.2*		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on December 21, 2021
(2)	Previously filed as an exhibit to our Registration Statement on Form S-1, as amended (File No. 333-261254)

	FTAC EMERALD ACQUISITION CORP.

Dated: March 22, 2022	/s/ Bracebridge H. Young, Jr.
	Bracebridge H. Young, Jr. President and Chief Executive Officer (Principal Executive Officer)

Name	Position	Date

/s/ Bracebridge H. Young, Jr.	President and Chief Executive Officer	March 22, 2022
Bracebridge H. Young, Jr.	(Principal Executive Officer)

/s/ Douglas Listman	Chief Financial Officer	March 22, 2022
Douglas Listman	(Principal Financial and Accounting Officer)

/s/ Betsy Cohen	Chairman of the Board of Directors	March 22, 2022
Betsy Cohen

/s/ Mark Tercek	Vice Chairman	March 22, 2022
Mark Tercek

/s/ Tensie Whelan	Director	March 22, 2022
Tensie Whelan

/s/ Therese Rein	Director	March 22, 2022
Therese Rein

/s/ Andrew Hohns	Director	March 22, 2022
Andrew Hohns

/s/ Lisa Shalett	Director	March 22, 2022
Lisa Shalett