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 Issuer’s 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.