The Reporting Persons have the shared power to vote or direct the vote, and the shared power
to dispose or to direct the disposition of all (i) 28,176,897 shares of Class B Common Stock, and (ii) 62,500 shares of Class A Common Stock described in the cover page of this Schedule 13D.
(c) Except as disclosed in Item 6 of this Schedule 13D (which is incorporated herein by reference), and as reported on the Form 4 jointly filed
by the Reporting Persons with the SEC on December 5, 2022, none of the Reporting Persons effected any transaction in Class B Common Stock in the past 60 days.
(d) 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
any proceeds from the sale of, the shares of Class B Common Stock beneficially owned by the Reporting Persons.
(e) Inapplicable.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
This Amendment adds the text set forth below immediately after the final paragraph under the subheading Follow-on Offering in Item 6 of the Original Schedule 13D:
Amendment No. 1 to the LLC Agreement
On December 6, 2022, the parties to the LLC Agreement including Founder, Holdco I and Holdco II entered into an amendment
(the LLCA Amendment) to the LLC Agreement pursuant to which the parties agreed to, among other things, make certain changes to the LLC Agreement upon the Solon Holders (as defined in the LLCA Amendment) beneficial ownership of
Common Stock falling below 10% of the total voting power, including by providing that, upon the occurrence of such ownership event, the distribution tax rate used to determine the amount of tax distributions to be made to members of Parent will be
based on the highest effective income marginal tax rate applicable to a corporation organized under the laws of the State of Delaware instead of the highest effective marginal income tax rate applicable to corporate or individual taxpayers
(whichever is higher) that may potentially apply to any member of Parent.
The foregoing description of the LLCA Amendment is a summary
only and is qualified in its entirety by the actual terms of the LLCA Amendment, a copy of which is filed as Exhibit 3 to this Schedule 13D.
2022
Offering
On December 1, 2022, Founder, Holdco I and Holdco II, as selling stockholders, entered into an Underwriting
Agreement (the Underwriting Agreement), by and among the Issuer, Parent, Founder, Holdco I, Holdco II, and J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the several underwriters (the
Underwriters), relating to the public offering of 2,000,000 shares of Common Stock by the Issuer and an aggregate 24,000,000 shares of Common Stock by Founder, Holdco I and Holdco II (collectively, the 2022 Offering). The
Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of Founder, Holdco I and Holdco II, as well as other customary provisions. Pursuant to the Underwriting Agreement, Holdco I and Holdco
II granted the Underwriters an overallotment option (the Overallotment Option) to purchase up to an additional 3,900,000 shares of Common Stock. On December 2, 2022, the Underwriters exercised the Overallotment Option in full.
The 2022 Offering was made pursuant to the Issuers automatic shelf registration statement on Form
S-3 (File No. 333-268610) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on November 30, 2022, and a related
prospectus supplement dated December 1, 2022. The 2022 Offering, together with the Overallotment Option, closed on December 6, 2022.