Form SCHEDULE 13D - General Statement of Acquisition of Beneficial Ownership
13 February 2025 - 1:02PM
Edgar (US Regulatory)
Exhibit 99.1
SCHEDULE A
DERE CONSTRUCTION TAAHHUT A.S.
The principal business address of each individual listed below is Akdeniz Mah, Cumhuriyet Bulvari, Bulvar Is Hani 109/27, 35210 Konak, Izmir Turkey.
|
Name of
Officer or Director
|
Principal Occupation
or Employment
|
Citizenship
|
|
Zeki Bora Turan
|
Chairman of the Board, Dere Construction
|
Turkey
|
|
Emre Birhekimoglu
|
Commercial Manager, Dere Construction
|
Turkey
|
|
Orcun Ersezgin
|
General Coordinator, Dere Construction
|
Turkey
|
|
Busra Onur Ari
|
Technical Office Manager, Dere Construction
|
Turkey
|
SCHEDULE B-1
|
Date
|
Aggregate Number of Shares of Common Stock
|
Percent of Outstanding Shares of Common Stock
|
|
December 4, 2023
|
4,466,640
|
10.5%(1)
|
|
December 19, 2024
|
5,612,769
|
11.8%(2)
|
|
December 20, 2024
|
6,270,769
|
13.2%(2)
|
|
December 23, 2024
|
9,203,987
|
19.4%(2)
|
|
December 25, 2024
|
10,530,890
|
22.1%(2)
|
|
January 23, 2025
|
11,215,441
|
23.5%(2)
|
|
January 29, 2025
|
11,758,441
|
24.7%(2)
|
|
(1)
|
Based upon 42,571,228 shares of Common Stock outstanding as of October 31, 2023, according to the Company’s Quarterly Report on Form 10-Q filed on November 2,
2023.
|
|
(2)
|
Based upon 47,562,684 shares of Common Stock outstanding as of October 31, 2024, according to the Company’s Quarterly Report on Form 10-Q filed on November 7,
2024.
|
SCHEDULE B-2
|
Date
|
Number of Shares of Common Stock
|
|
December 4, 2023
|
4,440,265
|
|
December 19, 2024
|
5,191,749
|
|
December 23, 2024
|
7,151,987
|
|
December 25, 2024
|
7,592,209
|
|
January 23, 2025
|
7,592,209
|
|
January 29, 2025
|
7,592,209
|
SCHEDULE B-3
|
Date
|
Number of Shares of Common Stock
|
|
December 4, 2023
|
26,375
|
|
December 19, 2024
|
0
|
|
December 23, 2024
|
0
|
|
December 25, 2024
|
0
|
|
January 23, 2025
|
0
|
|
January 29, 2025
|
0
|
SCHEDULE B-4
|
Date
|
Number of Shares of Common Stock
|
|
December 4, 2023
|
0
|
|
December 19, 2024
|
421,020
|
|
December 23, 2024
|
2,052,000
|
|
December 25, 2024
|
2,938,681
|
|
January 23, 2025
|
3,623,232
|
|
January 29, 2025
|
4,166,232
|
SCHEDULE B-5
|
Date
|
Number of Shares of Common Stock
|
|
December 4, 2023
|
4,440,265
|
|
December 19, 2024
|
5,191,749
|
|
December 23, 2024
|
7,151,987
|
|
December 25, 2024
|
7,592,209
|
|
January 23, 2025
|
7,592,209
|
|
January 29, 2025
|
7,592,209
|
SCHEDULE B-6
|
Date
|
Number of Shares of Common Stock
|
|
December 4, 2023
|
26,375
|
|
December 19, 2024
|
0
|
|
December 23, 2024
|
0
|
|
December 25, 2024
|
0
|
|
January 23, 2025
|
0
|
|
January 29, 2025
|
0
|
SCHEDULE B-7
|
Date
|
Number of Shares of Common Stock
|
|
December 4, 2023
|
0
|
|
December 19, 2024
|
421,020
|
|
December 23, 2024
|
2,052,000
|
|
December 25, 2024
|
2,938,681
|
|
January 23, 2025
|
3,623,232
|
|
January 29, 2025
|
4,166,232
|
SCHEDULE B-8
|
Name of Reporting Person
|
Date of Transaction
|
Transaction
(Purchase or Sale)
|
Number of Securities
|
Price Per Share ($)
|
|
Dere Construction
|
December 16, 2024
|
Purchase
|
26,000
|
$1.2515 (1)
|
|
Dere Construction
|
December 18, 2024
|
Purchase
|
2,440
|
$1.22
|
|
Dere Construction
|
December 19, 2024
|
Purchase
|
393,020
|
$1.23(2)
|
|
Mr. Turan
|
December 19, 2024
|
Purchase
|
206,830
|
$1.2465(3)
|
|
Dere Construction
|
December 20, 2024
|
Purchase
|
399,000
|
$1.18(4)
|
|
Mr. Turan
|
December 20, 2024
|
Purchase
|
1,057,000
|
$1.19(5)
|
|
Mr. Turan
|
December 23, 2024
|
Sale
|
1,999
|
$2.06
|
|
Dere Construction
|
December 23, 2024
|
Purchase
|
699,000
|
$1.84(6)
|
|
Dere Construction
|
December 23, 2024
|
Purchase
|
532,980
|
$2.38(7)
|
|
Mr. Turan
|
December 23, 2024
|
Purchase
|
1,703,237
|
$1.81(8)
|
|
Dere Construction
|
December 24, 2024
|
Purchase
|
252,615
|
$1.82(9)
|
|
Mr. Turan
|
December 24, 2024
|
Purchase
|
218,171
|
$2.01(10)
|
|
Dere Construction
|
December 25, 2024
|
Purchase
|
634,066
|
$1.94(11)
|
|
Mr. Turan
|
December 25, 2024
|
Purchase
|
222,051
|
$2.03(12)
|
|
Dere Construction
|
January 6, 2025
|
Purchase
|
115,551
|
$1.97(13)
|
|
Dere Construction
|
January 20, 2025
|
Purchase
|
12,000
|
$1.59(14)
|
|
Dere Construction
|
January 23, 2025
|
Purchase
|
557,000
|
$1.45(15)
|
|
Dere Construction
|
January 28, 2025
|
Purchase
|
224,000
|
$1.69(16)
|
|
Dere Construction
|
January 29, 2025
|
Purchase
|
319,000
|
$1.73(17)
|
|
Dere Construction
|
January 30, 2025
|
Purchase
|
14,000
|
$1.56(18)
|
|
Mr. Kirmizioglu
|
February 12, 2025
|
Purchase
|
100
|
$1.30
|
(1)
|
Reflects the average purchase price. The range of prices for such transaction is $1.24 to $1.26. |
| (2) |
Reflects the average purchase price. The range of prices for such transaction is $1.17 to $1.26. |
| (3) |
Reflects the average purchase price. The range of prices for such transaction is $1.23 to $1.26. |
| (4) |
Reflects the average purchase price. The range of prices for such transaction is $1.13 to $1.24. |
| (5) |
Reflects the average purchase price. The range of prices for such transaction is $1.14 to $1.26. |
| (6) |
Reflects the average purchase price. The range of prices for such transaction is $1.23 to $2.23. |
|
(7)
|
Reflects the average purchase price. The range of prices for such transaction is $2.24 to $2.53. |
|
(8)
|
Reflects the average purchase price. The range of prices for such transaction is $1.35 to $2.29. |
| (9) |
Reflects the average purchase price. The range of prices for such transaction is $1.78 to $2.31. |
| (10) |
Reflects the average purchase price. The range of prices for such transaction is $1.81 to $2.39. |
|
(11)
|
Reflects the average purchase price. The range of prices for such transaction is $1.69 to $2.14. |
| (12) |
Reflects the average purchase price. The range of prices for such transaction is $1.96 to $2.12. |
| (13) |
Reflects the average purchase price. The range of prices for such transaction is $1.93 to $2.01. |
| (14) |
Reflects the average purchase price. The range of prices for such transaction is $1.58 to $1.60. |
| (15) |
Reflects the average purchase price. The range of prices for such transaction is $1.34 to $1.58. |
| (16) |
Reflects the average purchase price. The range of prices for such transaction is $1.60 to $1.77. |
| (17) |
Reflects the average purchase price. The range of prices for such transaction is $1.65 to $1.80. |
| (18) |
Reflects the average purchase price. The range of prices for such transaction is $1.54 to $1.58. |
SCHEDULE B-9
|
Name of Reporting Person
|
Date of Transaction
|
Transaction
(Purchase or Sale)
|
Number of Securities
|
Price Per Share ($)
|
|
Mr. Turan
|
October 5, 2023
|
Purchase
|
271,051
|
$2.40(1)
|
|
Mr. Turan
|
October 6, 2023
|
Purchase
|
526,007
|
$2.35(2)
|
|
Mr. Turan
|
October 9, 2023
|
Purchase
|
1,947,196
|
$2.37(3)
|
|
Mr. Turan
|
October 10, 2023
|
Purchase
|
124,100
|
$2.57(4)
|
|
Mr. Turan
|
October 11, 2023
|
Sale
|
197,195
|
$2.87(5)
|
|
Mr. Turan
|
October 16, 2023
|
Purchase
|
306,151
|
$2.42(6)
|
|
Mr. Turan
|
October 17, 2023
|
Purchase
|
605,909
|
$2.61(7)
|
|
Mr. Turan
|
October 20, 2023
|
Purchase
|
207,846
|
$2.16(8)
|
|
Mr. Turan
|
October 25, 2023
|
Purchase
|
50,500
|
$2.29(9)
|
|
Mr. Turan
|
October 26, 2023
|
Purchase
|
14,000
|
$2.17(10)
|
|
Mr. Turan
|
October 27, 2023
|
Purchase
|
438,079
|
$2.28(11)
|
|
Mr. Turan
|
October 30, 2023
|
Purchase
|
209,000
|
$2.32(12)
|
|
Mr. Turan
|
November 1, 2023
|
Purchase
|
9,540
|
$2.38
|
|
Mr. Birhekimoglu
|
November 2, 2023
|
Purchase
|
26,375
|
$2.22(13)
|
(1)
|
Reflects the average purchase price. The range of prices for such transaction is $2.35 to $2.45. |
| (2) |
Reflects the average purchase price. The range of prices for such transaction is $2.30 to $2.44. |
| (3) |
Reflects the average purchase price. The range of prices for such transaction is $2.30 to $2.53. |
| (4) |
Reflects the average purchase price. The range of prices for such transaction is $2.51 to $2.62. |
| (5) |
Reflects the average purchase price. The range of prices for such transaction is $2.82 to $2.90. |
| (6) |
Reflects the average purchase price. The range of prices for such transaction is $2.37 to $2.45. |
|
(7)
|
Reflects the average purchase price. The range of prices for such transaction is $2.08 to $2.61. |
|
(8)
|
Reflects the average purchase price. The range of prices for such transaction is $2.06 to $2.21. |
| (9) |
Reflects the average purchase price. The range of prices for such transaction is $2.27 to $2.30. |
| (10) |
Reflects the average purchase price. The range of prices for such transaction is $2.17 to $2.18. |
|
(11)
|
Reflects the average purchase price. The range of prices for such transaction is $2.21 to $2.37. |
| (12) |
Reflects the average purchase price. The range of prices for such transaction is $2.31 to $2.35. |
| (13) |
Reflects the average purchase price. The range of prices for such transaction is $2.21 to $2.22. |
SCHEDULE B-10
|
Date of Transfer
|
Transferor
|
Transferee
|
Number of Shares of Common Stock
|
Consideration
|
|
September 15, 2023
|
Dere Construction
|
Mr. Turan
|
1,227,708
|
$7,041,881.91
|
|
December 25, 2023
|
Mr. Turan
|
Dere Construction
|
4,440,265
|
$14,635,940.28
|
|
January 8, 2024
|
Dere Construction
|
Mr. Turan
|
4,440,265
|
$14,635,940.28
|
|
July 30, 2024
|
Mr. Birhekimoglu
|
Mr. Turan
|
26,375
|
$58,522.00
|
|
November 25, 2024
|
Dere Construction
|
Mr. Turan
|
518,279
|
$1,708,344.10
|
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13(d)-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D
shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe
that such information is inaccurate.
|
February 12, 2025
|
|
| |
|
| |
DERE CONSTRUCTION TAAHHUT A.S.
|
| |
|
| |
By:
|
/s/ Zeki Bora Turan
|
|
| |
Name:
|
Zeki Bora Turan
|
| |
Title:
|
Chairman of the Board
|
| |
|
| |
ZEKI BORA TURAN
|
| |
|
| |
/s/ Zeki Bora Turan
|
|
| |
Zeki Bora Turan, Individually
|
| |
|
| |
EMRE BIRHEKIMOGLU
|
| |
|
| |
/s/ Emre Birhekimoglu
|
|
| |
Emre Birhekimoglu, Individually
|
| |
|
| |
ALP KIRMIZIOGLU
|
| |
|
| |
/s/ Alp Kirmizioglu
|
|
| |
Alp Kirmizioglu, Individually
|
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