AMENDMENT NO. 2 TO SCHEDULE 13D
The following constitutes Amendment No. 2 (Amendment No. 2) to the Schedule 13D filed with the Securities and Exchange Commission
(SEC) by CYVN Investments RSC Ltd (CYVN Investments) on July 24, 2023, as amended by Amendment No. 1 filed on December 20, 2023. This Amendment No. 2 amends and supplements the Schedule 13D as specifically
set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as
amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 4. Purpose
of Transaction
Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
On December 27, 2023, the SSA Closing occurred and CYVN Investments purchased 294,000,000 Class A Ordinary Shares of the Issuer from the Issuer for
an aggregate purchase price of US$2,205,000,000, representing US$7.50 per Class A Ordinary Share pursuant to the previously disclosed Share Subscription Agreement.
Item 5. Interest in Securities of the Issuer
Item 5
of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) Items 7 through 11 and 13 of the cover page of this Schedule 13D are
incorporated herein by reference. Such information is based on an aggregate of 1,931,474,374 Class A Ordinary Shares outstanding, which is the sum of (i) 1,637,474,374 Class A Ordinary Shares of the Issuer outstanding as of
December 14, 2023, based on a representation by the Issuer in the Share Subscription Agreement, plus (ii) 294,000,000 Class A Ordinary Shares issued by the Issuer pursuant to the Share Subscription Agreement. Shares beneficially owned
represent approximately 20.1% of the total Ordinary Shares outstanding, based upon an aggregate of 2,079,974,374 Ordinary Shares issued and outstanding, which is the sum of (i) 1,931,474,374 Class A Ordinary Shares plus (ii) 148,500,000
Class C Ordinary Shares (based on information provided by the Issuer).
(c) The information in Item 3 and Item 4 is incorporated herein by reference.
Except as disclosed in this Schedule 13D, as amended, there have been no transactions by CYVN Investments or the Scheduled Persons in the securities of the Issuer during the past sixty days.
(d) Except as set forth in this Schedule 13D, as amended, no other person is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Class A Ordinary Shares beneficially owned by CYVN Investments.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
The information in Item 4 is incorporated herein by reference.