This prospectus supplement no. 5 is being filed to update and
supplement information contained in the prospectus dated June 15, 2021 (the “Prospectus”) related to: (1) the
issuance by us of up to 19,967,263 shares of our common stock, par value $0.0001 per share (“Common Stock”) that may be
issued upon exercise of warrants to purchase Common Stock at an exercise price of $11.50 per share of Common Stock, including the
public warrants and the Private Placement Warrants (as defined in the Prospectus); and (2) the offer and sale, from time to
time, by the Selling Securityholders (as defined in the Prospectus) identified in the Prospectus, or their permitted transferees, of
(i) up to 52,107,817 shares of Common Stock and (ii) up to 7,181,134 Private Placement Warrants. This prospectus
supplement is incorporated by reference into the Prospectus. This prospectus supplement updates and supplements the information in
the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and
any prior amendments or supplements thereto and if there is any inconsistency between the information therein and this prospectus
supplement, you should rely on the information in this prospectus supplement.
Neither the Securities and Exchange Commission
nor any other regulatory body have approved or disapproved these securities, or passed upon the accuracy or adequacy of this prospectus
supplement. Any representation to the contrary is a criminal offense.
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Before the Offering
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After the Offering
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Name and Address of Selling Securityholder
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Common Stock
Beneficially Owned
Prior to the
Offering (1)
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Private
Placement
Warrants
Beneficially
Owned Prior
to the
Offering
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Number of
Shares of
Common
Stock Being
Offered
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Number of
Private
Placement
Warrants Being
Offered
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Number of
Shares of
Common Stock
Beneficially
Owned After the
Offered Shares of
Common Stock
are Sold
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Percentage of
Outstanding
Common Stock
Beneficially
Owned After the
Offered Shares of
Common Stock
are Sold
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Number of
Private
Placement
Warrants
Beneficially
Owned After the
Offered Private
Placement
Warrants are
Sold
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Sponsor Investors
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1811 Pesikoff Family Trust(1)
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25,339
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—
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25,339
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—
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—
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—
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—
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Alec Litowitz (2)
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1,886,686
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—
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1,886,686
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—
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—
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—
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—
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Brian Robert Beglin (3)
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4,687
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—
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4,687
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—
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—
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—
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—
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BSCH Master I Sub (MAG) L.P. (4)
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1,251,092
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—
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1,251,092
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—
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—
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—
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—
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Charles H. Coyle (5)
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3,516
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—
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3,516
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—
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—
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—
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—
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Charles Park Shaper (6)
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246,983
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—
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246,983
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—
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—
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—
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—
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Courtney Kozel (7)
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11,719
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—
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11,719
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—
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—
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—
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—
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Craig Philip Rohr (8)
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261,042
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—
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261,042
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—
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—
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—
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—
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D. Michael Dean (9)
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110,011
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—
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110,011
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—
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—
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—
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—
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Dain DeGroff (10)
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156,953
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—
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150,453
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—
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6,500
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*
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—
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David Wilansky (11)
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73,943
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—
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73,943
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—
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—
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—
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—
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Duane G. Kelley (12)
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15,204
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—
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15,204
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—
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—
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—
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—
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Eric J Scheyer (13)
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859,355
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—
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859,355
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—
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—
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—
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—
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Grace Sunyuh Kim-E (14)
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5,859
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—
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5,859
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—
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—
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—
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—
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James Thomas McCartt (15)
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15,204
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—
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15,204
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—
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—
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—
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—
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Jerome Silvey (16)
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46,879
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—
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46,879
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—
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—
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—
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—
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Joshua Taylor (17)
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8,235
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—
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8,235
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—
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—
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—
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—
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Mag Alpha 2 LLC (18)
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365,589
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—
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365,589
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—
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—
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—
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—
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Mag Beta LLC (19)
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497,847
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—
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497,847
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—
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—
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—
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—
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Mag Gamma LLC (20)
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79,907
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—
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79,907
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—
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—
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—
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—
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Matthew Wilkes (21)
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46,879
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—
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46,879
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—
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—
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—
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—
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Michael Wilds (22)
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76,494
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—
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76,494
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—
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—
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—
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—
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MTP Energy Management LLC
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16,426
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—
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16,426
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—
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—
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—
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—
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Nichole Milz (23)
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11,719
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—
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11,719
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—
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—
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—
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—
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Pangxin Tao (24)
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2,344
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—
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2,344
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—
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—
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—
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—
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Ross Laser (25)
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943,343
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—
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943,343
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—
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—
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—
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—
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Scott M. Bilyeu Revocable Trust (26)
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15,204
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—
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15,204
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—
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—
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—
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—
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Steven Settles (27)
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16,408
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—
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16,408
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—
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—
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—
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—
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Tarja Bentgarde-Childers (28)
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2,344
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—
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2,344
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—
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—
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—
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—
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Tyler David Peterson (29)
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25,339
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—
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25,339
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—
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—
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—
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—
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Tyson E. Taylor (30)
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30,787
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—
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30,787
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—
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—
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—
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—
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Xing Fang (31)
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2,344
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—
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2,344
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—
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—
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—
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—
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Zachary Paul Kaufman (32)
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15,204
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—
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15,204
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—
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—
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—
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—
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Directors and Officers
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Adam E. Daley (33)
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771,884
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—
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766,360
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—
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5,524
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*
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—
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Michael C. Morgan (34)
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1,534,896
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—
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1,484,896
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—
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50,000
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*
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—
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* Less
than one percent
(1) – David L. Pesikoff is the trustee of the 1811 Pesikoff
Family Trust and has voting and dispositive control over the securities held by it. The address of the 1811 Pesikoff Family Trust is 1811
North Boulevard, Houston, TX 77098.
(2) – Alec Litowitz is a former director of the
Company. Includes 1,781,828 shares held by LL Nova Investments, LLC. Alec Litowitz is the Manager of LL Nova Investments, LLC and has
voting and dispositive control over the securities held by it. The address of LL Nova Investments, LLC is 1001 Green Bay Road #317,
Winnetka, IL 60093. The address of Alec Litowitz is 1001 Green Bay Road #317, Winnetka, IL 60093.
(3) – The address of Brian Robert Beglin is 1861 North Dayton
Street, Unit F, Chicago, IL 60614.
(4) – Reflects securities held directly by BSCH Master I
Sub (MAG) L.P. (the “BSCH Fund”). BSCH Master II L.P. is the general partner of BSCH Fund. BSCH B Intermediate L.P. is the
general partner of BSCH Master II L.P. Blackstone Strategic Capital Associates B L.L.C. is the general partner of BSCH B Intermediate
L.P. Blackstone Holdings II L.P. is the sole member of Blackstone Strategic Capital Associates B L.L.C. Blackstone Strategic Capital Advisors
L.L.C. is the investment manager of the BSCH Fund. Blackstone Holdings I L.P. is the sole member of Blackstone Strategic Capital Advisors
L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P.
Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the
Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly owned by its senior managing directors
and controlled by its founder, Stephen A. Schwarzman. Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially
own the securities beneficially owned by the BSCH Fund directly or indirectly controlled by it or him, but each (other than the BSCH Fund
to the extent of its direct holdings) disclaims beneficial ownership of such securities. The address of each of the entities and persons
listed is c/o Blackstone Inc., 345 Park Avenue, New York, NY 10154.
(5) – The address of Charles H. Coyle is 365 North Halsted,
Apartment 401, Chicago, IL 60661.
(6) – Charles Park Shaper is a former director of the
Company. The address of Charles Park Shaper is 5005 Green Tree Road, Houston, TX 77056.
(7) – The address of Courtney Kozel is 888 Ash Street, Winnetka, IL
60093.
(8) – The address of Craig Philip Rohr is 400 West Huron
Street, Apartment 1401, Chicago, IL 60654.
(9) – The address of D. Michael Dean is 339 West Webster
Avenue, Unit 4, Chicago, IL 60614.
(10) – Includes 82,518 shares of Common Stock held by the
DeGroff/Schneider Revocable Trust. Dain DeGroff is the trustee of the DeGroff/Schneider Revocable Trust and has voting and dispositive
control over the securities held by it. The address of Dain DeGroff and the DeGroff/Schneider Revocable Trust is 55 Hamilton Court, Palo
Alto, CA 94301.
(11) – The address of David Wilansky is 762 Greenwood Avenue,
Glencoe, IL 60022.
(12) – The address of Duane G. Kelley is 1908 Augusta Drive,
Unit 16, Houston, TX 77057.
(13) – Eric Scheyer is a former Chief Executive Officer and
director of the Company. Includes (i) 131,073 shares held by the Eric J. Scheyer Living Trust, (ii) 613,284 shares held by
the Eric J. Sheyer 2010 Investment Trust and (iii) 114,978 shares held by the Scheyer 2007 Investment Trust. Eric J Scheyer is
the co-trustee of the Eric J Scheyer Living Trust, the Eric J Sheyer 2010 Investment Trust and the Scheyer 2007 Investment Trust and
has voting and dispositive control over the securities held by each entity. Margaret Scheyer is the co-trustee of the Eric J Scheyer
Living Trust, the Eric J Sheyer 2010 Investment Trust and the Scheyer 2007 Investment Trust and has voting and dispositive control
over the securities held by it. The address of each of the entities and persons listed is 181 Hawthorn Avenue, Glencoe, IL
60022.
(14) – The address of Grace Sunyuh Kim-E is 3233 West Dallas
Street, Apartment #1412, Houston, TX 77019.
(15) – The address of James Thomas McCartt is 9623 Westland Cove
Way, Unit 132, Knoxville, TN 37922.
(16) – The address of Jerome Silvey is 1748 Kipling Street, Houston,
TX 77098.
(17) – The address of Joshua Taylor is 940 Woodlawn Road, Glenview, IL
60025.
(18) – Dave Snyderman is the investment adviser to the controlling
entity of Mag Alpha 2 LLC and has voting and dispositive control over the securities held by it. The address of Mag Alpha 2 LLC is c/o
G1 Partners, LLC, 300 South Northwest Highway, Suite 209, Park Ridge, IL 60068.
(19) – Dave Snyderman is the investment adviser to the controlling
entity of Mag Beta LLC and has voting and dispositive control over the securities held by it. The address of Mag Beta LLC is c/o G1 Partners,
LLC, 300 South Northwest Highway, Suite 209, Park Ridge, IL 60068.
(20) – Dave Snyderman is the investment adviser to the controlling
entity of Mag Gamma LLC and has voting and dispositive control over the securities held by it. The address of Mag Gamma LLC is c/o G1
Partners, LLC, 300 South Northwest Highway, Suite 209, Park Ridge, IL 60068.
(21) – The address of Matthew Wilkes is 1340 North Astor Street,
#2608, Chicago, IL 60610.
(22) – The address of Michael Wilds is 820 West 63rd Street,
Kansas City, MO 64113.
(23) – The address of Nichole Milz is 6070 North Forest Glen
Avenue, Chicago, IL 60646.
(24) – The address of Pangxin Tao is 1460 North Sandburg Terrace,
Apartment 2403, Chicago, IL 60610.
(25) – Includes 203,679 shares held by Bluestar Ventures LLC
and 687,235 shares held by RL Capital Ventures (MCP Holdings), LLC (the “Laser LLCs”). Ross Laser is the Manager of the Laser
LLCs and has voting and dispositive control over the securities held by them. The address of Ross Laser and the Laser LLCs is 1603 Orrington
Avenue, 13th Floor, Evanston, IL 60201.
(26) – Scott M. Bilyeu is the trustee of the Scott M. Bilyeu
Revocable Trust and has voting and dispositive control over the securities held by it. The address of the Scott M. Bilyeu Revocable Trust
is 706 Hillcrest Avenue, Pacific Grove, CA 93950.
(27) – The address of Steven Settles is 1316 Woodlawn Avenue,
Glenview, IL 60025.
(28) – The address of Tarja Bentgarde-Childers is 1751 West Granville
Avenue, Apartment 2, Chicago, IL 60660.
(29) – The address of Tyler David Peterson is 1670 Broadmoor
Drive East, Seattle, WA 98112.
(30) – Tyson E. Taylor is a former General Counsel and Secretary
of the Company The address of Tyson E. Taylor is 2212 South Chickasaw Trail, Orlando, FL 32825.
(31) – The address of Xing Fang is 1855 Westleigh Drive, Glenview, IL
60025.
(32) – The address of Zachary Paul Kaufman is 50 El Potrero,
Carmel Valley, CA 93924.
(33) – Adam E. Daley is a member of the board of directors of
the Company. Includes 432,725 shares held in the Daley Revocable Trust, U/T/A 2/7/19 and 246,251 shares held in the Daley Investment
Trust, U/T/A 2/7/19 (the “Daley Trusts”). Adam E. Daley and Morgan B. Daley are co-trustees of the Daley Trusts and have
voting and dispositive control over the securities held by them. The address of Adam E. Daley and the Daley Trusts is 10923 Wickwild
Street, Houston, TX 77024.
(34) – Michael C. Morgan is a member of the board of directors
of the Company. Includes (i) 532,130 shares held by the Coastal Hacienda Revocable Trust, (ii) 50,000 shares held by Portcullis
Partners, LP and (iii) 952,766 shares held by Portcullis Investments, LP. Michael C. Morgan is a co-trustee of the Coastal Hacienda
Revocable Trust and has voting and dispositive control over the securities held by it. The address of the Coastal Hacienda Revocable Trust
is P.O. Box 1013, Pebble Beach, CA 93953. Michael C. Morgan is the Manager of the General Partner and President of each of Porticullis
Partners, LP and Portcullis Investments, LP and has voting and dispositive control over the securities held by each of them. The address
of each entity listed in this footnote is 11 Greenway Plaza, Suite 2000, Houston, TX 77046. The address of Portcullis Investments,
LP is 2001 Kirby Drive, Suite 800, Houston, TX 77019
Additional Update to the Prospectus
The following risk factor is added to the section of the Prospectus
entitled “Risk factors – Risks Relating to Stem’s Business and Industry – Third-Party Partner Risks.”
The interruption of the flow of components and materials from
domestic and international suppliers could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs,
and other charges on imports and exports.
We purchase some of our components and materials through arrangements
with various suppliers both inside and outside of the United States, and have experienced delays in obtaining these components and materials
as a result of the recent COVID-19 pandemic and the Delta variant. For example, global shipping disruptions or the ongoing global chip
shortage may impact or delay shipments of our equipment from our suppliers, which may delay or prevent our ability to fulfill the orders
of our customers. Political, social, or economic instability in certain regions where our suppliers are located or where our products
are made, could cause future disruptions in trade. Actions in various countries have created uncertainty with respect to tariff impacts
on the costs of some of our components and materials. The degree of our exposure is dependent on (among other things) the type of materials,
rates imposed, and timing of the tariffs. Other events that could also cause disruptions to our domestic and international supply chains
include:
|
·
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logistics and shipping constraints;
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·
|
the financial instability or bankruptcy of vendors;
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|
·
|
public health issues and epidemic diseases, their effects (including any disruptions they may cause) or the perception of their effects;
|
|
·
|
significant labor disputes, such as dock strikes;
|
|
·
|
the imposition of additional trade law provisions or regulations;
|
|
·
|
the imposition of additional duties, tariffs and other charges on imports and exports, including as a result of the escalating trade
war between China and the United States;
|
|
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quotas imposed by bilateral trade agreements;
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foreign currency fluctuations; and
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restrictions on the transfer of funds.
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We cannot predict whether the countries in which our components and
materials are sourced, or may be sourced in the future, will be subject to new or additional trade restrictions imposed by the United
States or other foreign governments, including the likelihood, type, or effect of any such restrictions. Trade restrictions, including
new or increased tariffs or quotas, border taxes, embargoes, safeguards, and customs restrictions against certain components and materials,
as well as labor strikes and work stoppages or boycotts, could increase the cost or reduce or delay the supply of components and
materials available to us and adversely affect our business, financial condition and results of operations.