Sec Form 13D Filing - FL Investment Holdings LLC filing for - 2026-04-15

The address of the principal business office of each of the Reporting Persons is 1735 19th Street, Suite 200, Denver, CO 80202.

Each Reporting Person holds assets for investment purposes.

No Reporting Person has, during the last five years, been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Monroe being at any time 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.

James Monroe III is a United States citizen.

Item 3 of the Schedule 13D is hereby amended to add the following: The information in Item 4 of this Schedule 13D is incorporated herein by reference.

Item 4 of the Schedule 13D is hereby amended to add the following: The information in Item 3 of this Schedule 13D is incorporated herein by reference. On April 13, 2026, Globalstar, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Amazon.com, Inc., a Delaware corporation ("Parent"), Grapefruit Acquisition Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Acquisition Sub I"), and Grapefruit Acquisition Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Acquisition Sub II" and, together with Parent and Acquisition Sub I, the "Buyer Parties"), pursuant to which, among other things, (a) Acquisition Sub I will merge with and into the Issuer (the "First Merger"), with the Issuer surviving the First Merger as a direct wholly owned subsidiary of Parent (the "Surviving Corporation"), and (b) immediately following the First Merger, the Surviving Corporation will merge with and into Acquisition Sub II (the "Second Merger" and, together with the First Merger, the "Mergers"), with Acquisition Sub II surviving the Second Merger as a direct wholly owned subsidiary of Parent. Upon the effective time of the First Merger, each share of common stock, par value $0.0001 per share, of the Issuer (the "Company Common Stock") issued and outstanding immediately prior to the effective time of the First Merger (other than shares of Company Common Stock that are owned by the Issuer or any of its subsidiaries or the Buyer Parties or any of their respective wholly owned subsidiaries) will be canceled and will cease to exist, and automatically be converted into the right to receive, at the election of the holder thereof in accordance with, and subject to the terms, conditions and procedures set forth in the Merger Agreement, including the adjustments described below, the following consideration (collectively with, if applicable, cash in lieu of fractional shares, the "Merger Consideration"): (i) for each share of Company Common Stock and each share of Company Common Stock that would be issued upon a cashless exercise of a vested and unexercised Company warrant to purchase shares of Company Common Stock (each, a "Company Warrant") immediately prior to the effective time of the First Merger in accordance with the terms of the applicable Warrant Amendment Agreement that the holder of such Company Warrant and the Issuer have entered into or have agreed to enter into (such share of Company Common Stock, the "Warrant Notional Common Share") with respect to which an election to receive Merger Consideration in the form of cash (a "Cash Election") has been properly made in accordance with the procedures set forth in the Merger Agreement, an amount in cash equal to (a) $90.00, without interest, minus (b) the Per Share Adjustment Amount (if any) (as defined below); (ii) for each share of Company Common Stock and each Warrant Notional Common Share with respect to which an election to receive Merger Consideration in the form of shares of common stock, par value $0.01 per share, of Parent (the "Parent Common Stock" and, such election, a "Stock Election") has been properly made in accordance with the procedures set forth in the Merger Agreement, a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (as defined below) (the "Stock Consideration"); and (iii) for each share of Company Common Stock and each Warrant Notional Common Share, other than shares as to which a Cash Election or a Stock Election has been properly made in accordance with the procedures set forth in the Merger Agreement, the right to receive the Stock Consideration. Pursuant to the Merger Agreement, the "Exchange Ratio" is determined as follows: (i) if the volume weighted average price of the Parent Common Stock over the twenty (20) consecutive trading day period that ends on (and includes) the second trading day immediately prior to the date of the closing of the Mergers (the "Parent Measurement Price") is less than $280.38, the Exchange Ratio will be (x) 0.3210 minus (y) the quotient of the Per Share Adjustment Amount (if any) divided by the Parent Measurement Price; or (ii) if the Parent Measurement Price is greater than or equal to $280.38, the Exchange Ratio will be the quotient of (a) (i) $90.00 minus (ii) the Per Share Adjustment Amount (if any) divided by (b) the Parent Measurement Price. Pursuant to the Merger Agreement and a letter agreement entered into by the Issuer with Apple Inc. ("Customer"), the "Per Share Adjustment Amount" will be an amount equal to the quotient of (a) the aggregate amount payable by the Issuer to Customer, if any, immediately following the completion of the Mergers in the event the Issuer does not achieve certain operational milestones, which amount is capped at a maximum of $110 million, divided by (b) the aggregate number of shares of Company Common Stock to be converted into the right to receive Merger Consideration. If the First Merger is consummated, the Issuer's securities will be de-listed from The Nasdaq Stock Market LLC. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to the Issuer's Form 8-K filed with the U.S. Securities and Exchange Commission on April 14, 2026. On April 13, 2026, in connection with the Issuer's execution of the Merger Agreement, the Reporting Persons entered into a Stockholder Support Agreement (the "Support Agreement") with Parent, pursuant to which the Reporting Persons agreed, among other things, to (a) as promptly as practicable following the execution of the Merger Agreement and, in any event, by no later than twenty-four (24) hours after the execution and delivery of the Merger Agreement, to deliver their written consent approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Mergers (the "Written Consent"), and (b) certain restrictions on transferring their shares of Company Common Stock, subject to customary exceptions. Following the execution of the Merger Agreement, on April 13, 2026, the Reporting Persons executed and delivered to the Issuer the Written Consent. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Support Agreement, which has been filed as an exhibit to this Schedule 13D and is incorporated herein by reference.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information in Item 3 of this Schedule 13D is incorporated herein by reference. The aggregate number and percentage of the shares of Company Common Stock beneficially owned by each of the Reporting Persons are set forth on rows 11 and 13 of the cover pages of this Schedule 13D and is incorporated herein by reference.

The number of shares as to which each Reporting Person has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition is set forth on rows 7 through 10 of the cover pages of this Schedule 13D and is incorporated herein by reference. Effective as of February 10, 2025 at 5:30 PM Eastern Time, the Issuer effected a reverse stock split at a ratio of 1 for 15 for each share of Company Common Stock, and the number of shares reported in this Schedule 13D reflects such reverse stock split.

Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions in the shares of Company Common Stock during the past 60 days.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Issuer's securities beneficially owned by the Reporting Persons.

Not applicable.

Item 6 of the Schedule 13D is hereby amended to add the following: The information in Item 4 of this Schedule 13D is incorporated herein by reference.

Item 7 of the Schedule 13D is hereby amended to add the following: 99.1 Stockholder Support Agreement, dated April 13, 2026. 99.2 Joint Filing Agreement, dated April 15, 2026.