*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
|
CUSIP No. 92671V106
|
Schedule 13D
|
Page 2 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
CF Group Management, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
242,483 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
242,483 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
242,483 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.0% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) |
This amount includes 236,372 shares of Class A Common Stock held directly by CF Finance Holdings II, LLC or Cantor Fitzgerald & Co. and 6,111 shares of Class A Common Stock underlying the 366,666 warrants
to purchase the Issuer’s Class A Common Stock at a price of $11.50 per share, subject to the terms thereof (the “Warrants”) held directly by CF Finance Holdings II, LLC. Due to the Beneficial Ownership Limitation (as defined herein), this
amount excludes 160,287 shares of Class A Common Stock issuable upon conversion of the Existing Notes (as defined herein) held directly by CF Principal Investments LLC, assuming a conversion rate of 12.4616 shares of Class A Common Stock per
$1,000 principal amount of Existing Notes (such conversion rate determined by taking the original conversion rate of 747.6636 shares per $1,000 of principal and accounting for the Reverse Stock Split (as defined herein)).
|
(2) |
This percentage is calculated based on 4,073,146 shares of Class A Common Stock deemed to be outstanding, which is the sum of (i) 4,067,035 shares of Class A
Common Stock outstanding as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, filed by the Issuer with the Commission (as defined herein) on November 14, 2023, plus (ii) 6,111 shares of Class A Common Stock
underlying the Warrants, which have been added to the total shares of Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
|
CUSIP No. 92671V106
|
Schedule 13D
|
Page 3 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Cantor Fitzgerald, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
242,483 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
242,483 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
242,483 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.0% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
This amount includes 236,372 shares of Class A Common Stock held directly by CF Finance Holdings II, LLC or Cantor Fitzgerald & Co. and 6,111 shares of Class A Common Stock underlying the Warrants held
directly by CF Finance Holdings II, LLC. Due to the Beneficial Ownership Limitation, this amount excludes 160,287 shares of Class A Common Stock issuable upon conversion of the Existing Notes held directly by CF Principal Investments LLC,
assuming a conversion rate of 12.4616 shares of Class A Common Stock per $1,000 principal amount of Existing Notes (such conversion rate determined by taking the original conversion rate of 747.6636 shares per $1,000 of principal and
accounting for the Reverse Stock Split).
|
(2) |
This percentage is calculated based on 4,073,146 shares of Class A Common Stock deemed to be outstanding, which is the sum of (i) 4,067,035 shares of Class A
Common Stock outstanding as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, filed by the Issuer with the Commission on November 14, 2023, plus (ii) 6,111 shares of Class A Common Stock underlying the
Warrants, which have been added to the total shares of Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
|
CUSIP No. 92671V106
|
Schedule 13D
|
Page 4 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
CF Finance Holdings II, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
239,352 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
239,352 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
239,352 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
5.9% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
This amount includes 233,241 shares of Class A Common Stock and 6,111 shares of Class A Common Stock underlying the Warrants held directly by CF Finance Holdings II, LLC.
|
(2) |
This percentage is calculated based on 4,073,146 shares of Class A Common Stock deemed to be outstanding, which is the sum of (i) 4,067,035 shares of Class A
Common Stock outstanding as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, filed by the Issuer with the Commission on November 14, 2023, plus (ii) 6,111 shares of Class A Common Stock underlying the
Warrants, which have been added to the total shares of Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
|
CUSIP No. 92671V106
|
Schedule 13D
|
Page 5 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Cantor Fitzgerald Securities
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐ | ||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,131 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,131 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,131 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.1% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
This amount includes 3,131 shares of Class A Common Stock held directly by Cantor Fitzgerald & Co. Due to the Beneficial Ownership Limitation, this amount excludes 160,287 shares of Class A Common Stock
issuable upon conversion of the Existing Notes held directly by CF Principal Investments LLC, assuming a conversion rate of 12.4616 shares of Class A Common Stock per $1,000 principal amount of Existing Notes (such conversion rate determined
by taking the original conversion rate of 747.6636 shares per $1,000 of principal and accounting for the Reverse Stock Split).
|
(2) |
This percentage is based on 4,067,035 shares of Class A Common Stock outstanding as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, filed by the Issuer with the Commission on
November 14, 2023.
|
CUSIP No. 92671V106
|
Schedule 13D
|
Page 6 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
CF Principal Investments LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.0% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Due to the Beneficial Ownership Limitation, this amount excludes 160,287 shares of Class A Common Stock issuable upon conversion of the Existing Notes held directly by CF Principal Investments LLC, assuming a
conversion rate of 12.4616 shares of Class A Common Stock per $1,000 principal amount of Existing Notes (such conversion rate determined by taking the original conversion rate of 747.6636 shares per $1,000 of principal and accounting for the
Reverse Stock Split).
|
(2) |
This percentage is based on 4,067,035 shares of Class A Common Stock outstanding as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, filed by the Issuer with the Commission on
November 14, 2023.
|
CUSIP No. 92671V106
|
Schedule 13D
|
Page 7 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Cantor Fitzgerald & Co.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒ | ||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
||||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,131 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,131 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,131 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.1% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
BD
|
|
|
|||
|
|
(1) |
This amount includes 3,131 shares of Class A Common Stock held directly by Cantor Fitzgerald & Co.
|
(2) |
This percentage is based on 4,067,035 shares of Class A Common Stock outstanding as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, filed by the Issuer with the Commission on
November 14, 2023.
|
CUSIP No. 92671V106
|
Schedule 13D
|
Page 8 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Howard W. Lutnick
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
||||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
242,483 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
242,483 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
242,483 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐ | ||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.0% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1) |
This amount includes 236,372 shares of Class A Common Stock held directly by CF Finance Holdings II, LLC or Cantor Fitzgerald & Co. and 6,111 shares of Class A Common Stock underlying the Warrants held
directly by CF Finance Holdings II, LLC. Due to the Beneficial Ownership Limitation, this amount excludes 160,287 shares of Class A Common Stock issuable upon conversion of the Existing Notes held directly by CF Principal Investments LLC,
assuming a conversion rate of 12.4616 shares of Class A Common Stock per $1,000 principal amount of Existing Notes (such conversion rate determined by taking the original conversion rate of 747.6636 shares per $1,000 of principal and
accounting for the Reverse Stock Split).
|
(2) |
This percentage is calculated based on 4,073,146 shares of Class A Common Stock deemed to be outstanding, which is the sum of (i) 4,067,035 shares of Class A Common Stock outstanding as of November 9, 2023, as
reported in the Issuer’s quarterly report on Form 10-Q, filed by the Issuer with the Commission on November 14, 2023, plus (ii) 6,111 shares of Class A Common Stock underlying the Warrants, which have been added to the total shares of Class A
Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
|
CUSIP No. 92671V106
|
Schedule 13D
|
Page 9 of 10 Pages
|
Item 4. |
Purpose of Transaction
|
CUSIP No. 92671V106
|
Schedule 13D
|
Page 10 of 10 Pages
|
CF GROUP MANAGEMENT, INC.
|
||
By:
|
/s/ Howard W. Lutnick
|
|
Name: Howard W. Lutnick
|
||
Title: Chairman and Chief Executive Officer
|
||
CANTOR FITZGERALD, L.P.
|
||
By:
|
/s/ Howard W. Lutnick
|
|
Name: Howard W. Lutnick
|
||
Title: Chairman and Chief Executive Officer
|
||
CF FINANCE HOLDINGS II, LLC
|
||
By:
|
/s/ Howard W. Lutnick
|
|
Name: Howard W. Lutnick
|
||
Title: Chairman and Chief Executive Officer
|
||
CANTOR FITZGERALD SECURITIES
|
||
By:
|
/s/ Howard W. Lutnick
|
|
Name: Howard W. Lutnick
|
||
Title: Chairman and Chief Executive Officer
|
||
CF PRINCIPAL INVESTMENTS LLC
|
||
By:
|
/s/ Howard W. Lutnick
|
|
Name: Howard W. Lutnick
|
||
Title: Chairman and Chief Executive Officer
|
||
CANTOR FITZGERALD & CO.
|
||
By:
|
/s/ Howard W. Lutnick
|
|
Name: Howard W. Lutnick
|
||
Title: Chairman
|
||
/s/ Howard W. Lutnick
|