THE WILLIAM PENN SPECIAL MEETING This joint proxy statement/prospectus is being furnished to William Penn shareholders by William Penn’s board of directors in connection with the solicitation of proxies from William Penn shareholders for use at the special meeting of William Penn shareholders and any adjournments or postponements of the special meeting. Date, Time and Place The special meeting will be held at William Penn’s corporate office located at 10 Canal Street, Suite 104, Bristol, Pennsylvania 19007 on April 2, 2025 at 9:00 AM, Eastern Time, subject to any adjournments or postponements. Matters to be Considered At the special meeting, William Penn shareholders will be asked to consider and vote upon the following proposals: 1. approval of the William Penn merger proposal; and 3. approval of the William Penn adjournment proposal. Shareholders Entitled to Vote The close of business on January 31, 2025 has been fixed by William Penn’s board of directors as the record date for the determination of those holders of William Penn common stock who are entitled to notice of and to vote at the special meeting and any adjournment or postponement of the special meeting. At the close of business on the record date there were 9,208,217 shares of William Penn common stock outstanding and entitled to vote. Quorum and Required Vote Each holder of record of shares of William Penn common stock as of the William Penn record date is entitled to cast one vote per share at the special meeting on each proposal. The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of William Penn common stock entitled to vote at the special meeting constitutes a quorum for the transaction of business at the special meeting. A majority of the total number of shares of William Penn common stock outstanding and entitled to vote at the special meeting, in person or by proxy, are required to be voted “FOR” the William Penn merger proposal and the affirmative vote of a majority of the votes cast, in person or by proxy, at the William Penn special meeting is required to approve the William Penn adjournment proposal. How Shares Will Be Voted at the Special Meeting All shares of William Penn common stock represented by properly executed proxies received before or at the special meeting, and not properly revoked, will be voted as specified in the proxies. Properly executed proxies that do not contain voting instructions will be voted “FOR” the adoption of the merger agreement and “FOR” the adjournment or postponement of the special meeting, if necessary, to permit further solicitation of proxies. If you hold shares of William Penn common stock in street name through a bank, broker or other nominee holder, the nominee holder may only vote your shares in accordance with your instructions. If you do not give specific instructions to your nominee holder as to how you want your shares voted, your nominee will indicate that it does not have authority to vote on the proposal, which will result in what is called a “broker non-vote.” Broker non-votes will have the effect of a vote “AGAINST” the William Penn merger proposal. Broker non-votes will have no effect on the William Penn adjournment proposal. 115
RkJQdWJsaXNoZXIy NTYwMjI1