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CUSIP No. 073463309 |
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Schedule 13D |
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Page 10 of 11 |
Each of the Reporting Persons expressly disclaims beneficial ownership of all of the shares
of Class A Common Stock included in this Schedule 13D, other than the shares of Class A Common Stock held of record by such Reporting Person, and the filing of this Schedule 13D shall not be construed as an admission that any such person
is, for the purposes of sections 13(d) or 13(g) of the Act the beneficial owner of any securities covered by this Schedule 13D.
(c) Except as set forth in this Schedule 13D, none of the Reporting Persons nor, to the best of its knowledge, any of the Covered
Persons has engaged in any transaction with respect to the Class A Common Stock during the sixty days prior to the date of filing of this Amendment No. 2.
(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or
shareholders of the Reporting Persons, is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Class A Common Stock reported herein as beneficially owned by the
Reporting Persons.
(e) None.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented with the following:
Lock-Up Agreements
In connection with the Issuers entrance into a securities purchase agreement dated as of December 10, 2023 (the Securities
Purchase Agreement), on December 10, 2023 each of Rainsanity and RPIII Co-Invest 1 entered into a lock-up agreement (the Lock-up Agreements) with the Issuer which each of Rainsanity and RPIII Co-Invest 1, subject to certain exceptions, for a period of 90 days after the closing date of
the transaction(s) contemplated by the Securities Purchase Agreement will not, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result
in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position,
with respect to, any shares of Class A Common Stock or securities convertible, exchangeable or exercisable into, shares of Class A Common Stock beneficially owned, held or acquired by Rainsanity or RPIII
Co-Invest 1, as applicable.
The foregoing description of the
Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreements, a copy of which is filed as Exhibit 99.2 and
99.3 to this Amendment No. 2 and is incorporated by reference in its entirety into this Item 6.
Item 7. Materials to be Filed as
Exhibits.
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Exhibit No. |
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Description |
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Exhibit 99.2 |
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Lock-up Agreement by and between the Issuer and RPIII Rainsanity LP. |
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Exhibit 99.3 |
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Lock-up Agreement by and between the Issuer and RPIII Rainsanity Co-Invest 1 LLC. |