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| CUSIP No. 85225A107 |
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SCHEDULE 13D |
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Page
8
of 10 |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
Item 6 is hereby amended and restated as follows:
The information disclosed under Item 4 above is hereby incorporated by reference into this Item 6.
Please see Item 5(a), which is hereby incorporated by reference.
The Reporting Persons entered into a Joint Filing Agreement on May 20, 2024 (the “Joint Filing Agreement”), pursuant to
which they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as Exhibit 1.
Pursuant to a Registration Rights Agreement (the “Registration Rights Agreement”), dated May 10, 2021, by and among
the Company, the Casalena Parties and the other stockholders of the Company named therein, the Reporting Persons are entitled to certain customary demand registration and piggyback registration rights, subject to the terms and conditions of the
Registration Rights Agreement. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, which is attached hereto as Exhibit
2.
On September 9, 2024, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and
Restated Merger Agreement”) with Spaceship Purchaser, Inc. and Spaceship Group MergerCo Inc. The Amended and Restated Merger Agreement provides that, subject to the terms and conditions set forth in the Amended and Restated Merger
Agreement, Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger. If the Merger is consummated, the Class A Common Stock will cease to be registered under Section 12 of the
Act. In connection with the Company’s execution of the Amended and Restated Merger Agreement, Mr. Casalena, the Casalena Foundation and certain related parties (the “Casalena Parties”) have entered into a tender and
support agreement (the “Casalena Tender and Support Agreement”) with the Company and Spaceship Purchaser, Inc., a Delaware corporation (“Parent”), pursuant to which the Casalena Parties agreed, among other things,
(i) to vote all shares beneficially owned by them against any action, agreement or proposal which would reasonably be expected to prevent, materially impair or materially delay the consummation of the tender offer contemplated by the Amended
and Restated Merger Agreement (the “Tender Offer”), the Merger (together with the Tender Offer, the “Transactions”) or any of the other transactions contemplated by the Amended and Restated Merger Agreement and
(ii) to terminate the support agreement that the Casalena Parties previously entered into with the Company and Parent on May 13, 2024, as amended, in connection with the prior definitive agreement and plan of merger. The Casalena Tender
and Support Agreement also includes certain restrictions on transfer of shares of Class A common stock and Class B common stock held by the Casalena Parties. In addition, the Casalena Parties agreed to contribute to a direct or indirect
parent company of Parent a portion of its holdings of Company common stock in exchange for equity interests in such direct or indirect parent company of Parent that would result in the Casalena Parties indirectly owning approximately 33.3% of the
Company following the consummation of the Transactions (the “Casalena Rollover”). The Casalena Rollover is conditioned, among other things, on the substantially contemporaneous funding of Accel Leaders 3 L.P. and certain of its
affiliated funds (collectively, the “Accel Parties”) of its obligations under its equity commitment letter with Parent and contribution of certain shares of Class A common stock and/or Class B common stock held by the
Accel Parties and GA, as applicable, to a direct or indirect parent company of Parent, in each case in exchange for equity interests in such direct or indirect parent company of Parent that would result in the Accel Parties and GA indirectly owning
approximately 9.0% and 8.4%, of the Company, respectively, following the consummation of the Transactions, pursuant to and in accordance with the terms and conditions of the equity commitment letter or tender and support agreements, as applicable,
signed by the Accel Parties and GA. In addition, the consent of the Casalena Parties is required for (i) any amendments to the respective tender and support agreements signed by the Accel Parties and GA (ii) entry by the Company and Parent
into any side agreements with any other parties, and (iii) certain material adverse amendments to the Tender Offer or the Amended and Restated Merger Agreement. The consent of both the Accel Parties and GA is required for any amendments to the
Casalena Tender and Support Agreement, and each has rights equivalent to clauses (ii) and (iii) of the previous sentence. The information in this paragraph is qualified in its entirety by reference to the Casalena Tender and Support Agreement,
a copy of which is filed as Exhibit 3, and which is incorporated herein by reference.
Except as described above or elsewhere in
this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the
Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of
proxies.