☐ |
Rule 13d-1(b)
|
☑ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
|
* |
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 the disclosure provided in a prior cover page.
|
CUSIP No.
|
50066V305
|
1
|
NAME OF REPORTING PERSON
Fortress Lending II Holdings L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
915,200
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
915,200
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
915,200
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%1
|
12
|
TYPE OF REPORTING PERSON
PN
|
1 |
The percentage of Common Stock (as defined below in Item 2(d)) is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2024, plus 915,200 shares issuable upon the conversion of certain notes.
|
CUSIP No.
|
50066V305
|
1
|
NAME OF REPORTING PERSON
Fortress Lending Advisors II LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
915,2001
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
915,2001
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
915,200
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%2
|
12
|
TYPE OF REPORTING PERSON
OO, IA
|
1 |
Solely in its capacity as the investment adviser to Fortress Lending II Holdings L.P.
|
2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 915,200 shares issuable upon the conversion of certain notes.
|
CUSIP No.
|
50066V305
|
1
|
NAME OF REPORTING PERSON
FIG LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
1 |
Solely in its capacity as the holder of all membership interests in certain investment advisers, including Fortress Lending Advisors II LLC, that may be deemed to beneficially own notes convertible
into Common Stock.
|
2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
CUSIP No.
|
50066V305
|
1
|
NAME OF REPORTING PERSON
Fortress Operating Entity I LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
12
|
TYPE OF REPORTING PERSON
PN, HC
|
1 |
Solely in its capacity as the holder of all of the issued and outstanding membership interests of FIG LLC and as the indirect parent of the general partners of certain investment funds that hold
notes convertible into Common Stock.
|
2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
CUSIP No.
|
50066V305
|
1
|
NAME OF REPORTING PERSON
FIG Blue LLC (f/k/a FIG Corp.)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
1 |
Solely in its capacity as the general partner of Fortress Operating Entity I LP.
|
2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
CUSIP No.
|
50066V305
|
1
|
NAME OF REPORTING PERSON
Fortress Investment Group LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
1 |
Solely in its capacity as the holder of all issued and outstanding shares of FIG Blue LLC.
|
2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
CUSIP No.
|
50066V305
|
1
|
NAME OF REPORTING PERSON
FINCO I Intermediate Holdco LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
1 |
Solely in its capacity as the sole member of Fortress Investment Group LLC.
|
2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
CUSIP No.
|
50066V305
|
1
|
NAME OF REPORTING PERSON
FINCO I LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
1 |
Solely in its capacity as the sole member of FINCO I Intermediate Holdco LLC.
|
2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
CUSIP No.
|
50066V305
|
1
|
NAME OF REPORTING PERSON
FIG Parent, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
1 |
Solely in its capacity as the sole member of FINCO I LLC.
|
2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
CUSIP No.
|
50066V305
|
1
|
NAME OF REPORTING PERSON
Foundation Holdco LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
12
|
TYPE OF REPORTING PERSON
PN, HC
|
1 |
Solely in its capacity as the sole member of FIG Parent, LLC.
|
2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
CUSIP No.
|
50066V305
|
1
|
NAME OF REPORTING PERSON
FIG Buyer GP, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
1 |
Solely in its capacity as the general partner of Foundation Holdco LP.
|
2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
Item 1(a) |
Name of Issuer
|
Item 1(b) |
Address of Issuer’s Principal Executive Offices
|
Item 2(a) |
Name of Person Filing
|
(i) |
Fortress Lending II Holdings L.P., a Cayman Islands exempted limited partnership, which directly holds notes convertible into Common Stock (as defined below);
|
(ii) |
Fortress Lending Advisors II LLC, a Delaware limited liability company, which is the investment adviser to Fortress Lending II Holdings L.P. and may therefore be
deemed to beneficial own the Common Stock beneficially owned thereby;
|
(iii) |
FIG LLC, a Delaware limited liability company, which is the holder of all membership interests in investment advisers (including Fortress Lending Advisors II LLC) to
certain investment funds that hold notes convertible into Common Stock and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby;
|
(iv) |
Fortress Operating Entity I LP, a Delaware limited partnership, which is (i) the holder of all of the issued and outstanding membership interests of FIG LLC and (ii)
the indirect parent of the general partners of certain investment funds that hold notes convertible into Common Stock and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby;
|
(v) |
FIG Blue LLC (f/k/a FIG Corp.), a Delaware limited liability company, which is the general partner of Fortress Operating Entity I LP and may therefore be deemed to
beneficially own the Common Stock beneficially owned thereby;
|
(vi) |
Fortress Investment Group LLC, a Delaware limited liability company, which is the sole member of FIG Blue LLC and may therefore be deemed to beneficially own the
Common Stock beneficially owned thereby;
|
(vii) |
FINCO I Intermediate Holdco LLC, a Delaware limited liability company, which is the sole member of Fortress Investment Group LLC and may therefore be deemed to
beneficially own the Common Stock beneficially owned thereby;
|
(viii) |
FINCO I LLC, a Delaware limited liability company, which is the sole member of FINCO I Intermediate Holdco LLC and may therefore be deemed to beneficially own the
Common Stock beneficially owned thereby;
|
(ix) |
FIG Parent, LLC, a Delaware limited liability company, which is the sole member of FINCO I LLC and may therefore be deemed to beneficially own the Common Stock
beneficially owned thereby;
|
(x) |
Foundation Holdco LP, a Delaware limited partnership, which is the sole member of FIG Parent, LLC and may therefore be deemed to beneficially own the Common Stock
beneficially owned thereby; and
|
(xi) |
FIG Buyer GP, LLC, a Delaware limited liability company, which is the general partner of Foundation Holdco LP and may therefore be deemed to beneficially own the
Common Stock beneficially owned thereby.
|
Item 2(b) |
Address of Principal Business Office or, if None, Residence
|
Item 2(c) |
Citizenship
|
Item 2(d) |
Title of Class of Securities
|
Item 2(e) |
CUSIP No.
|
Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a) |
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
(b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c) |
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) |
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
|
(e) |
☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
(f) |
☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
(g) |
☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
(h) |
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813).
|
(i) |
☐ A church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
|
(j) |
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
Item 4. |
Ownership
|
(a) |
Amount Beneficially Owned: See Item 9 of each of the cover pages.
|
(b) |
Percent of Class: See Item 11 of each of the cover pages.
|
(c) |
Number of Shares as to which such person has:
|
(i) |
Sole power to vote or direct the vote: See Item 5 of each of the cover pages.
|
(ii) |
Shared power to vote or direct the vote: See Item 6 of each of the cover pages.
|
(iii) |
Sole power to dispose or direct the disposition: See Item 7 of each of the cover pages.
|
(iv) |
Shared power to dispose or direct the disposition: See Item 8 of each of the cover pages.
|
Item 5. |
Ownership of Five Percent or Less of a Class
|
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
|
Item 8. |
Identification and Classification of Members of the Group
|
Item 9. |
Notice of Dissolution of Group
|
Item 10. |
Certification
|
Fortress Lending II Holdings L.P.
|
||
By:
|
Fortress Lending Advisors II LLC, its investment adviser
|
|
By:
|
/s/ David Brooks
|
|
Name: David Brooks
|
||
Title: Secretary
|
||
Fortress Lending Advisors II LLC
|
||
By:
|
/s/ David Brooks
|
|
Name: David Brooks
|
||
Title: Secretary
|
||
FIG LLC
|
||
By:
|
/s/ David Brooks
|
|
Name: David Brook
|
||
Title: Secretary
|
||
Fortress Operating Entity I LP
|
||
By:
|
FIG Blue LLC, its general partner
|
|
By:
|
/s/ David Brooks
|
|
Name: David Brooks
|
||
Title: Secretary
|
||
FIG Blue LLC
|
||
By:
|
/s/ David Brooks
|
|
Name: David Brooks
|
||
Title: Secretary
|
Fortress Investment Group LLC
|
||
By:
|
/s/ David Brooks
|
|
Name: David Brooks
|
||
Title: Secretary
|
||
FINCO I Intermediate Holdco LLC
|
||
By:
|
/s/ David Brooks
|
|
Name: David Brooks
|
||
Title: Secretary
|
||
FINCO I LLC
|
||
By:
|
/s/ David Brooks
|
|
Name: David Brooks
|
||
Title: Secretary
|
||
FIG Parent, LLC
|
||
By:
|
/s/ David Brooks
|
|
Name: David Brooks
|
||
Title: Secretary
|
||
Foundation Holdco LP
|
||
By:
|
FIG Buyer GP, LLC, its general partner
|
|
By:
|
/s/ David Brooks
|
|
Name: David Brooks
|
||
Title: Secretary
|
||
FIG Buyer GP, LLC
|
||
By:
|
/s/ David Brooks
|
|
Name: David Brooks
|
||
Title: Secretary
|