This Amendment No. 1 (this “Statement”) amends and supplements the Schedule
13D, originally filed on June 9, 2023, as amended (the “Schedule 13D”). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such
term in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended to add the following at the end thereof:
Rule 144 Sale
On
August 12, 2024, certain of the Investor Sellers sold an aggregate of 11,245,769 shares of Common Stock in an unregistered block sale transaction pursuant to Rule 144 under the Securities Act of 1933, as amended, at a net price per share of
$19.90 (the “Block Sale”). The Reporting Persons sold an aggregate of 2,811,442 shares of Common Stock pursuant to the Block Sale.
The Block Sale was consummated as part of the Reporting Persons normal course evaluation of its investment. The Reporting Persons intend to
monitor and evaluate their investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing their return on such investment. Subject to market conditions, valuations, regulatory approvals and any other
approvals, the Reporting Persons may acquire additional securities of the Issuer or dispose of any or all securities of the Issuer in open market transactions, privately negotiated transactions or otherwise.
In exploring ways to maximize the return on its investment, and as part of its ongoing investment activities, the Reporting Persons may engage
in discussions with representatives of the Issuer and/or with other holders of the Issuer’s securities and, from time to time, suggest or take a position regarding, or participate in, a variety of matters relating to the Issuer, which may
include, among other things, the Issuer’s operations, management, corporate governance, capital structure or its control, strategic alternatives and direction. To facilitate its consideration of such matters, the Reporting Persons may retain
consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements.
The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action, before forming any intention to pursue any particular plan or direction.
Each Reporting Person may, at any time, and from time to time, (i) review or reconsider its position and/or change its purpose and/or
formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of the instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The information contained in Items 5 (a)-(d) is hereby amended and restated in its entirety.
(a) The responses to Item 7-13 on each of the cover pages of this
statement on Schedule 13D are incorporated herein by reference.
(b) After giving effect to closing of the Block Sale, Triton
LuxTop directly holds 8,545,334 shares of Common Stock. The shareholders of Triton LuxTop are Triton Lux EquityCo SARL and Connect Syndication L.P. Apax IX, in its capacity as ultimate general partner of the Apax IX Fund, is the sole shareholder of
Triton Lux EquityCo SARL. Apax IX is also the sole shareholder of Connect Syndication GP Co. Limited, the General Partner of Connect Syndication L.P. Apax IX is the investment manager of each of Apax IX EUR L.P., Apax IX EUR Co-Investment L.P., Apax
IX USD L.P. and Apax IX USD Co-Investment L.P. (together the “Apax IX Fund”) and is controlled by a board of directors consisting of