UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SP PLUS CORPORATION
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
78469C103
(CUSIP Number of Class of Securities)
David J. Snyderman
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 3, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person
has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are
to be sent.
*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.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| CUSIP No. 750481103 |
SCHEDULE
13D |
Page 2
of 10 |
| 1. |
NAME OF REPORTING
PERSON: |
| |
|
| |
Magnetar Financial
LLC |
| |
|
| 2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP |
| |
(a) |
¨ |
| |
(b) |
x |
| 3. |
SEC USE ONLY |
| |
| 4. |
SOURCE OF FUNDS |
| |
| |
OO |
| |
| 5. |
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6. |
CITIZENSHIP OR
PLACE OF ORGANIZATION |
| |
|
Delaware |
| |
| NUMBER OF |
7. |
SOLE VOTING POWER |
| SHARES |
|
0 |
| BENEFICIALLY |
8. |
SHARED VOTING POWER |
| OWNED BY |
|
1,002,228 |
| EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
| PERSON |
|
0 |
| WITH |
10. |
SHARED DISPOSITIVE POWER |
| |
|
1,002,228 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
1,002,228 |
| 12. |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| |
| 13. |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) |
| |
| |
5.10% |
| 14. |
TYPE OF REPORTING
PERSON |
| |
| |
IA;
OO |
| CUSIP No. 78469C103 |
SCHEDULE
13D |
Page 3
of 10 |
| 1. |
NAME OF REPORTING
PERSON: |
| |
|
| |
Magnetar Capital Partners LP |
| |
|
| 2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP |
| |
(a) |
¨ |
| |
(b) |
x |
| 3. |
SEC USE ONLY |
| |
| 4. |
SOURCE OF FUNDS |
| |
| |
OO |
| |
| 5. |
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6. |
CITIZENSHIP OR
PLACE OF ORGANIZATION |
| |
|
Delaware |
| |
| NUMBER OF |
7. |
SOLE VOTING POWER |
| SHARES |
|
0 |
| BENEFICIALLY |
8. |
SHARED VOTING POWER |
| OWNED BY |
|
1,002,228 |
| EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
| PERSON |
|
0 |
| WITH |
10. |
SHARED DISPOSITIVE POWER |
| |
|
1,002,228 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
1,002,228 |
| 12. |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| |
| 13. |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) |
| |
| |
5.10% |
| 14. |
TYPE OF REPORTING
PERSON |
| |
| |
HC;
OO |
| CUSIP No. 8469C103 |
SCHEDULE
13D |
Page 4
of 10 |
| 1. |
NAME OF REPORTING
PERSON: |
| |
|
| |
Supernova Management LLC |
| |
|
| 2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP |
| |
(a) |
¨ |
| |
(b) |
x |
| 3. |
SEC USE ONLY |
| |
| 4. |
SOURCE OF FUNDS |
| |
| |
OO |
| |
| 5. |
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6. |
CITIZENSHIP OR
PLACE OF ORGANIZATION |
| |
|
Delaware |
| |
| NUMBER OF |
7. |
SOLE VOTING POWER |
| SHARES |
|
0 |
| BENEFICIALLY |
8. |
SHARED VOTING POWER |
| OWNED BY |
|
1,002,228 |
| EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
| PERSON |
|
0 |
| WITH |
10. |
SHARED DISPOSITIVE POWER |
| |
|
1,002,228 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
1,002,228 |
| 12. |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| |
| 13. |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) |
| |
| |
5.10% |
| 14. |
TYPE OF REPORTING
PERSON |
| |
| |
HC;
OO |
| CUSIP No. 78469C103 |
SCHEDULE
13D |
Page 5
of 10 |
| 1. |
NAME OF REPORTING
PERSON: |
| |
|
| |
David J. Snyderman |
| |
|
| 2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP |
| |
(a) |
¨ |
| |
(b) |
x |
| 3. |
SEC USE ONLY |
| |
| 4. |
SOURCE OF FUNDS |
| |
| |
OO |
| |
| 5. |
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6. |
CITIZENSHIP OR
PLACE OF ORGANIZATION |
| |
|
United States of America |
| |
| NUMBER OF |
7. |
SOLE VOTING POWER |
| SHARES |
|
0 |
| BENEFICIALLY |
8. |
SHARED VOTING POWER |
| OWNED BY |
|
1,002,228 |
| EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
| PERSON |
|
0 |
| WITH |
10. |
SHARED DISPOSITIVE POWER |
| |
|
1,002,228 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
1,002,228 |
| 12. |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| |
| 13. |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) |
| |
| |
5.10% |
| 14. |
TYPE OF REPORTING
PERSON |
| |
| |
HC;
IN |
SCHEDULE 13D
item 1. security and issuer
This
Schedule 13D (this “Statement”) relates to the Common Stock, $0.001 par value (the “Shares”), of
SP PLUS CORPORATION, a company incorporated in Delaware (the “Company”). The principal executive offices of the Company
is 200 E. Randolph Street, Suite 7700, Chicago, IL 60601-7702.
Item 2. identity and background
(a) The
persons filing this Statement are Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”),
Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC,
a Delaware limited liability company (“Supernova Management”), and David J. Snyderman (“Mr. Snyderman”)
(collectively, the “Reporting Persons”).
This Statement relates to
Shares held for the accounts of each of (i) Magnetar PRA Master Fund Ltd, a Cayman Islands exempted company (“PRA Master Fund”),
(ii) Magnetar Systematic Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (“Systematic Master Fund”), (iii)
Magnetar Relative Value Master Fund Ltd, a Cayman Islands exempted company, (“Relative Value Master Fund”), and (iv) a Managed
Account (“Managed Account”), collectively (the “Funds”).
Magnetar Financial is a Securities
and Exchange Commission (“SEC”) registered investment adviser under Section 203 of the Investment Advisers Act of 1940,
as amended, and manager of investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of the Funds.
In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of the Funds.
Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general
partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman.
(b) The
business address of each of the Reporting Persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c) Each
of the Funds is a private investment fund; Magnetar Financial is a privately-held SEC registered investment adviser and manager of investment
funds and managed accounts; Magnetar Capital Partners is a privately-held limited partnership and serves as the sole member and parent
holding company of Magnetar Financial; Supernova Management is a privately-held limited liability company and is the general partner of
Magnetar Capital Partners; and Mr. Snyderman is a citizen of the United States of America, manager of Supernova Management and Chief Executive
Officer of Magnetar Financial.
(d) None
of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
(f) Magnetar
Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is
a Delaware limited liability company. Mr. Snyderman is a citizen of the United States of America.
Item 3. source and amount of funds or other consideration
The aggregate amount of funds
used by the Reporting Persons in purchasing the 1,002,228 Shares reported herein on behalf of the Funds have come directly from the assets
of the Funds, which may at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The
aggregate amount of funds used by the Reporting Persons in purchasing the Shares on behalf of the Funds was $51,159,774.63 (excluding
commissions and other execution-related costs).
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired
the 1,002,228 Shares reported herein on behalf of the Funds after the public announcement of the Merger Agreement (as defined below) for
purposes of receiving the merger consideration described below upon consummation of the Merger (as described below).
Each of the Reporting Persons
reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise,
to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect
to any or all of the matters referred to in this Item 4.
Other than as described above
in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified
in clauses (a) through (j) of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Company reported in their
Form 10-Q filed for September 30, 2023 that 19,649,611 Shares outstanding as of November 1, 2023.
(a)
As of the close of business November 22, 2023, each of the Reporting Persons may have been deemed to have beneficial ownership
of 1,002,228 Shares, which consisted of (i) 775,223 Shares held for the benefit of PRA Master Fund and (ii) 194,179 Shares held for the
benefit of Systematic Master Fund, (iii) 28,350 Shares held for the benefit of Relative Value Master Fund, and (iv) 4,476 Shares held
for the benefit of a Managed Account and all such Shares represented beneficial ownership of approximately 5.10% of the Shares.
(b)
As of the close of business November 22, 2023, each of the Reporting Persons may have been deemed to share the power to vote and
direct the disposition of 1,002,228 Shares, which consisted of (i) 775,223 Shares held for the benefit of PRA Master Fund, (ii) 194,179
Shares held for the benefit of Systematic Master Fund, (iii) 28,350 Shares held for the benefit of Relative Value Master Fund, and (iv)
4,476 Shares held for the benefit of a Managed Account and all such Shares represented beneficial ownership of approximately 5.10% of
the Shares.
(c)
Except as set forth on Schedule A attached hereto and Item 6, the Funds had no transactions in the Shares during the 60
days preceding the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were effected
in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds. The transactions in the Shares set forth
on Schedule A were effected in open market transactions on the NASDAQ and various other trading markets.
As disclosed by the Company in the 8-K filed with the SEC on October
5, 2023:
Merger Agreement
On October 4, 2023, SP Plus Corporation,
a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),
by and among the Company, Metropolis Technologies, Inc., a Delaware corporation (“Parent”), and Schwinger Merger Sub
Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, among
other things, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the
Company surviving as a wholly owned subsidiary of Parent (the “Merger”).
At the effective time of the Merger (the “Effective
Time”), each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) issued
and outstanding immediately prior to the Effective Time (other than Company Common Stock (i) held by the Company or any of its subsidiaries
(including shares held as treasury stock) or held, directly or indirectly, by Parent, Merger Sub or any of their wholly owned subsidiaries,
and (ii) held by stockholders who have properly exercised appraisal rights pursuant to Delaware law) shall be converted into the
right to receive $54.00 in cash, without interest (the “Merger Consideration”).
(d) No
other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.
Item
6. contracts, arrangements, understandings or relationships with respect to the securities of the issuer
Pursuant to Rule 13d-1(k)(1)
promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to
the joint filing of this Statement, and any amendment or amendments hereto.
A client of Magnetar Financial
has entered into a total return swap agreement giving it economic exposure to the Company.
Magnetar Asset Management
LLC (“Magnetar Asset Management”) is an SEC registered investment adviser and an affiliate of Magnetar Financial. Magnetar
Capital Partners serves as the sole member and parent holding company of Magnetar Asset Management. Certain clients of Magnetar Asset
Management have entered into total return swap agreements giving them economic exposure to the Company.
Except as otherwise described herein, no contracts, arrangements,
understandings or similar relationships exist with respect to the securities of the Company among or between the Reporting Persons or
any other person or entity.
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 24, 2023
| |
magnetar
financial llc |
| |
|
| |
By: Magnetar Capital Partners LP, its Sole Member |
| |
By: Supernova Management LLC, its General Partner |
| |
|
| |
By: |
/s/ Hayley Stein |
| |
Name: |
Hayley Stein |
| |
Title: |
Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC |
| |
|
| |
magnetar capital partners
LP |
| |
|
| |
By: Supernova Management LLC, its General Partner |
| |
|
| |
By: |
/s/ Hayley Stein |
| |
Name: |
Hayley Stein |
| |
Title: |
Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC |
| |
|
| |
supernova management
llc |
| |
|
| |
By: |
/s/ Hayley Stein |
| |
Name: |
Hayley Stein |
| |
Title: |
Attorney-in-fact for David J. Snyderman, Manager |
| |
|
| |
DAVID J. SNYDERMAN |
| |
|
| |
By: |
/s/ Hayley Stein |
| |
Name: |
Hayley Stein |
| |
Title: |
Attorney-in-fact for David J. Snyderman |
SCHEDULE A
Funds
| Date |
Number of Shares Bought |
Price Per Share($) (1)(2) |
| 10/5/2023 |
284,244 |
51.51346 (3) |
| 10/5/2023 |
17,400 |
52.24954 (4) |
| 10/6/2023 |
73,209 |
51.39287 (5) |
| 10/9/2023 |
31,010 |
51.36398(6) |
| 10/10/2023 |
32,995 |
51.37681 (7) |
| 10/11/2023 |
39,863 |
51.27614 (8) |
| 10/12/2023 |
103,736 |
51.16732 (9) |
| 10/13/2023 |
39,027 |
51.19535 (10) |
| 10/16/2023 |
24,097 |
50.95538 (11) |
| 10/17/2023 |
29,947 |
50.80384 (12) |
| 10/18/2023 |
37,215 |
50.59294 (13) |
| 10/19/2023 |
18,054 |
50.31675 (14) |
| 10/20/2023 |
32,305 |
50.21296 (15) |
| 10/23/2023 |
33,214 |
50.04922 (16) |
| 10/24/2023 |
24,510 |
50.13190 (17) |
| 10/25/2023 |
25,471 |
50.03972 (18) |
| 10/26/2023 |
28,646 |
49.93724 (19) |
| 10/27/2023 |
18,224 |
49.76505 (20) |
| 10/30/2023 |
16,337 |
50.11782 (21) |
| 10/31/2023 |
11,257 |
50.40825 (22) |
| 11/1/2023 |
18,538 |
50.53682 (23) |
| 11/2/2023 |
24,443 |
51.04101 (24) |
| 11/3/2023 |
19,841 |
51.32243 (25) |
| 11/6/2023 |
18,603 |
51.12749 (26) |
| 11/7/2023 |
42 |
51.00000 (27) |
(1) Excludes commissions and
other execution-related costs.
(2) Upon request by the staff of the Securities and Exchange
Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.
(3) Reflects a weighted average purchase price
of $51.51346 per share, at prices ranging from $51.16 to $52.15 per share.
(4) Reflects a weighted average purchase price
of $52.24954 per share, at prices ranging from $52.17 to $52.33 per share.
(5) Reflects a weighted average purchase price
of $51.39287 per share, at prices ranging from $51.05 to $51.75 per share.
(6) Reflects a weighted average purchase price
of $51.36398 per share, at prices ranging from $51.15 to $51.59 per share.
(7) Reflects a weighted average purchase price
of $51.37681 per share, at prices ranging from $51.18 to $51.60 per share.
(8) Reflects a weighted average purchase price
of $51.27614 per share, at prices ranging from $51.22 to $51.57 per share.
(9) Reflects a weighted average purchase price
of $51.16732 per share, at prices ranging from $51.07 to $51.35 per share.
(10) Reflects a weighted average purchase price
of $51.19535 per share, at prices ranging from $51.00 to $51.37 per share.
(11) Reflects a weighted average purchase price
of $50.95538 per share, at prices ranging from $50.80 to $51.19 per share.
(12) Reflects a weighted average purchase price
of $50.80384 per share, at prices ranging from $50.67 to $51.04 per share.
(13) Reflects a weighted average purchase price
of $50.59294 per share, at prices ranging from $50.35 to $50.99 per share.
(14) Reflects a weighted average purchase price
of $50.31675 per share, at prices ranging from $50.27 to $50.41 per share.
(15) Reflects a weighted average purchase price
of $50.21296 per share, at prices ranging from $50.02 to $50.46 per share.
(16) Reflects a weighted average purchase price
of $50.04922 per share, at prices ranging from $49.79 to $50.44 per share.
(17) Reflects a weighted average purchase price
of $50.13190 per share, at prices ranging from $49.85 to $50.39 per share.
(18) Reflects a weighted average purchase price
of $50.03972 per share, at prices ranging from $49.94 to $50.21 per share.
(19) Reflects a weighted average purchase price
of $49.93724 per share, at prices ranging from $49.62 to $50.14 per share.
(20) Reflects a weighted average purchase price
of $49.76505 per share, at prices ranging from $49.70 to $50.04 per share.
(21) Reflects a weighted average purchase price
of $50.11782 per share, at prices ranging from $49.72 to $50.23 per share.
(22) Reflects a weighted average purchase price
of $50.40825 per share, at prices ranging from $50.24 to $50.55 per share.
(23) Reflects a weighted average purchase price
of $50.53682 per share, at prices ranging from $50.20 to $50.68 per share.
(24) Reflects a weighted average purchase price
of $51.04101 per share, at prices ranging from $50.81 to $51.20 per share.
(25) Reflects a weighted average purchase price
of $51.32243 per share, at prices ranging from $50.88 to $51.51 per share.
(26) Reflects a weighted average purchase price
of $51.12749 per share, at prices ranging from $50.93 to $51.50 per share.
(27) Reflects a weighted average
purchase price of $51.00000 per share, at prices ranging from $51.00 to $51.00 per share.
EXHIBIT INDEX
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement
on Schedule 13D with respect to the Shares of SP Plus Corporation. dated as of November 24, 2023 is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with
the previsions of Rule13d-1(k) under the Securities Exchange Act of 1934, as amended.
| Date: November
24, 2023 |
magnetar financial llc |
| |
|
| |
|
By: Magnetar Capital Partners LP, its Sole Member |
| |
| |
|
By: |
/s/ Hayley Stein |
| |
|
Name: |
Hayley Stein |
| |
|
Title: |
Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC |
| |
| Date: November
24, 2023 |
magnetar capital partners LP |
| |
|
| |
|
By: Supernova Management LLC, its General Partner |
| |
| |
|
By: |
/s/ Hayley Stein |
| |
|
Name: |
Hayley Stein |
| |
|
Title: |
Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC |
| |
|
| Date: November
24, 2023 |
supernova management llc |
| |
|
| |
|
By: |
/s/ Hayley Stein |
| |
|
Name: |
Hayley Stein |
| |
|
Title: |
Attorney-in-fact for David J. Snyderman, Manager |
| |
|
| Date: November 24, 2023 |
DAVID J. SNYDERMAN |
| |
|
| |
|
By: |
/s/ Hayley Stein |
| |
|
Name: |
Hayley Stein |
| |
|
Title: |
Attorney-in-fact for David J. Snyderman |
EXHIBIT 99.2
LIMITED POWER OF ATTORNEY
Know all by these present,
that I, David J. Snyderman, hereby make, constitute and appoint each of _Michael Turro_, Karl Wachter_ and Hayley
Stein_, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose
of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or in other capacities of Supernova Management
LLC, a Delaware limited liability company, and each of its affiliates or entities advised or controlled by me or Supernova
Management LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed
with or delivered to the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities and Exchange
Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation,
all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section
16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto,
(b) any joint filing agreements pursuant to Rule 13d-1(k) under the Act, and (c) any initial statements of, or statements of changes in,
beneficial ownership of securities on Form 3, Form 4 or Form 5.
All past acts of the attorney-in-fact
in furtherance of the foregoing are hereby ratified and confirmed.
This
Power of Attorney shall remain in full force and effect until the earlier of it being (a) revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined herein as of
a later date.
IN WITNESS WHEREOF,
the undersigned has caused this Power of Attorney to be executed as of this __22__ day
of December, 2022.
| |
/s/
David J. Snyderman |
| |
David J. Snyderman |
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