SCHEDULE 13D/A
EXPLANATORY NOTE
This Amendment No. 2
to Schedule 13D (this “Schedule 13D/A”) is being filed on behalf of the Reporting Persons for the purpose of updating the ownership percentages of the Reporting Persons reported in the Schedule 13D filed by the Reporting Persons
with the SEC on January 17, 2023, as amended on May 30, 2023 (the “Schedule 13D”). This Schedule 13D/A reflects (i) the transfer of warrants (the “Warrants”) to purchase shares of Class A Common
Stock, par value $0.0001 per share, of the Issuer (the “Class A Common Stock”) by Pangaea Three-B, LP (ii) the exchange of Warrants for shares of Class A Common
Stock pursuant to an exchange offer by the Issuer and (iii) the Issuer’s approval of a stock award to Mr. Yu.
This Schedule 13D/A is being
filed to report amendments to the Schedule 13D as specifically set forth herein and only those items that are amended or supplemented are reported herein. Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein
shall have the meaning assigned to such term in the Schedule 13D.
| Item 3. |
Source or Amount of Funds or Other Consideration. |
On May 5, 2023, the Company commenced its previously announced exchange offer and consent solicitation relating to its outstanding warrants, which expired
on June 2, 2023. The Company offered to all holders of the warrants the opportunity to receive 0.25 shares of Class A Common Stock in exchange for each warrant tendered by the holder and exchanged pursuant to the exchange offer. Pursuant
to the exchange offer, on June 7, 2023, Pangaea received 127,680 shares of Class A Common Stock in exchange for having tendered all of its 510,722 warrants.
| Item 5. |
Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) The aggregate number of shares of Class A Common Stock to which this Schedule 13D relates is 6,554,511 shares, including (i) 6,039,292 shares of
Class A Common Stock held by Sponsor, (ii) 502,108 shares of Class A Common Stock held by Pangaea and (iii) 13,111 shares of Class A Common Stock to be issued to Mr. Yu pursuant to a grant by the Issuer, which will vest on
January 3, 2024. Pangaea is the sole member of Sponsor, and both Sponsor and Pangaea are controlled by Peter Yu, one of the Issuer’s directors. Consequently, each of Pangaea and Mr. Yu may be deemed to share voting and dispositive
control over the securities held by Sponsor and thus to share beneficial ownership of such securities, and Mr. Yu may be deemed to share voting and dispositive control over the securities held by Sponsor and Pangaea and thus to share beneficial
ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by Sponsor and Pangaea, except to the extent of his pecuniary interest therein.
Items 7-11, inclusive, set forth on the cover page to this Schedule 13D/A are hereby incorporated by reference in this
Item 5.
(c) The information set forth in Item 3 of this Schedule 13D is incorporated by reference in this Item 5.
On May 24, 2023, May 25, 2023, May 26, 2023, May 30 and May 31, 2023, Pangaea transferred 2,118,091 warrants, 1,290,809 warrants,
80,569 warrants, 5,390 warrants and 35,082 warrants, respectively, in exchange for certain option agreements to purchase securities of the Issuer from the Sponsor, dated September 19, 2021, by and between the Sponsor and certain of the
Issuer’s investors, as amended on October 25, 2022 (the “Option Agreements”), as described in the Issuer’s Registration Statement on Form S-4 (File
No. 333-271672).
The foregoing description of the Option Agreements does not purport to be complete and
is qualified in its entirety by the full text of the Form of Option Agreement and Form of Amendment to Option Agreement, which are attached hereto as Exhibit 99.3 and Exhibit 99.4, respectively, and are incorporated herein by reference.
On May 31, 2023, the Issuer granted to Mr. Yu, 13,111 shares of Class A Common Stock, which will vest on January 3, 2024.