| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ADES | Common Stock | Other | +160K | 160K | Mar 9, 2023 | By MWB Limited | F1, F2, F3 | |||
| transaction | ADES | Common Stock | Other | +18K | 18K | Mar 9, 2023 | By Markham Fuels Management Limited | F1, F2, F4 | |||
| transaction | ADES | Series A Convertible Preferred Stock | Other | +187K | 187K | Mar 9, 2023 | By MWB Limited | F1, F2, F3, F5 | |||
| transaction | ADES | Series A Convertible Preferred Stock | Other | +21K | 21K | Mar 9, 2023 | By Markham Fuels Management Limited | F1, F2, F4, F5 |
| Id | Content |
|---|---|
| F1 | On March 13, 2023, the reporting person filed a Form 4 which inadvertendly omitted certain indirect beneficial ownership interests in the issuer's Common Stock and Series A Convertible Preferred Stock. As reported in this amendment, the reporting person indirectly owned additional interests in the issuer's Common Stock and Series A Convertible Preferred Stock through their control of Markham Fuels Management Limited, and control of Allard Services Limited, which controls MWB Limited. This amended filing on Form 4/A reflects the shares obtained by Markham Fuels Management Limited and MWB Limited in the transaction. |
| F2 | Pursuant to that certain Share Buy Back Agreement, by and among Arq Limited and certain of its shareholders (the "Share Buy Back Agreement"), Arq Limited distributed shares of Common Stock, par value $0.001 per share (the "Common Stock") and shares of Series A Preferred Convertible Stock, par value $0.001 per share (the "Series A Preferred Stock"), to such shareholders in exchange for ordinary shares of Arq Limited held by such shareholders, in connection with the acquisition of Arq Limited by the Issuer. Pursuant to the Share Buy Back Agreement, certain shareholders of Arq Limited sold in the aggregate 90% of their ordinary shares in Arq and received in the aggregate 9.78 shares of Common Stock and 11.44 shares of Preferred Stock as consideration for every 1,000 ordinary shares in Arq sold (rounded down to the nearest whole share). The shares of the Issuer distributed in exchange for Arq Limited ordinary shares were valued at $4.00 per share. |
| F3 | The shares reported on this row are held by MWB Limited, which is controlled by Allard Services Limited. Julian McIntyre, a Director of the Issuer, controls Allard Services Limited and therefore may be deemed to be an indirect beneficial owner of the securities reported herein. |
| F4 | The shares reported on this row are held by Markham Fuels Management Limited. Julian McIntyre, a Director of the Issuer, controls Markham Fuels Management Limited and therefore is an indirect beneficial owner of the securities reported herein. |
| F5 | Each share of Series A Preferred Stock will be automatically converted into a share of Common Stock upon approval by the holders of the percentage of Common Stock required to approve such conversion under the applicable rules of The Nasdaq Stock Market, without the need for any action on the part of the holders of the Series A Preferred Stock (the "Conversion Approval"). Each share of Series A Preferred Stock is deemed to have an original issue price of $4.00 per share (the "Original Issue Amount"). The number of shares of Common Stock issued upon conversion of each share of Series A Preferred Stock shall be equal to the product of (i) the sum of (A) the Original Issue Amount plus (B) an amount equal to the cumulative amount of the accrued and unpaid dividends on such share at such time (regardless of whether or not declared or funds for their payment are lawfully available) divided by (ii) the Original Issue Amount, subject to adjustment as provided in the Certificate of Designations. |