respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving Class A Common Stock and/or other
equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, the Securities) in the open market or in private transactions, on such
terms and at such times as the Reporting Persons may deem advisable, and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Class A Common Stock without affecting their beneficial ownership of shares
of Class A Common Stock.
As part of their ongoing investment activities, subject to the terms of the Investment Agreement, the
Reporting Persons may engage in discussions with management, the Board or other representatives of the Issuer and/or with other holders of Securities and, from time to time and at any time, suggest or take a position regarding, or participate in, a
variety of matters relating to the Issuer, which may include, among other things, the Issuers operations, management, performance, financial matters, corporate governance, capital structure, control, strategic alternatives, and direction, as
well as other potential transactions (including with one or more of the Reporting Persons and/or their respective affiliates and/or portfolio companies) which relate to or would result in extraordinary corporate transactions, such as a merger,
reorganization, or other transaction that could result in the de-listing or de-registration of the Class A Common Stock; sale or acquisition of
assets or business; changes to the capitalization or dividend policy of Issuer; or other material changes to the Issuers business or corporate structure, including changes to the Issuers charter or bylaws or changes in management or the
composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons
may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible
courses of action before forming any intention to pursue any particular plan or direction.
Except as described in this Schedule 13D, the
Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein,
the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board with respect to the business and
affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
Item 5. Interest in Securities of the Issuer.
(a),(b) The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth
or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.
(c) Except as described in this
Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the shares of Class A Common Stock during the
past 60 days.
(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified above in this Item 5.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth in Item 4
is hereby incorporated herein by reference.
Series A Convertible Preferred Stock
On April 29, 2024 (the Closing Date), Aggregator and the Issuer entered into an Investment Agreement (the
Investment Agreement), pursuant to which Haveli agreed to purchase, and the Issuer agreed to sell to Haveli, Series A Preferred Stock of the Issuer for an aggregate of $150 million, consisting of 150,000 shares of Series A
Preferred Stock, par value $0.0001 per share (the Series A Preferred Stock) with a stated value of $1,000 per share (the Issuance). Aggregator obtained the funds for these purchases through capital contributions
from its partners.
On or after the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the HSR Act), the Series A Preferred Stock is convertible at the option of the holders thereof at any time into an initial
conversion rate of 307.6923 per $1,000 principal amount (equivalent to an initial conversion price of approximately $3.25 per share) of the Issuers Class A Common Stock, and is subject to certain anti-dilution adjustments. In no event
will the conversion rate be less than 404.0729 per $1,000 principal amount.
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