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CUSIP No: 405166109 |
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Schedule 13D |
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Item 4. Purpose of Transaction.
Item 4 of the Amended Schedule 13D is hereby supplemented as follows:
State Farm acquired the Preferred Shares for investment purposes and in furtherance of a strategic relationship between State Farm and the
Issuer. State Farm intends to review and evaluate its investment in the Issuer on a continuous basis. Depending upon various factors, including but not limited to the business, prospects and financial condition of the Issuer and other developments
concerning State Farm and the Issuer, market conditions and other factors that State Farm may deem relevant to its investment decision, and subject to compliance with applicable laws, rules and regulations, State Farm may in the future take actions
with respect to its investment in the Issuer as it deems appropriate with respect to any or all matters required to be disclosed in this Amended Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Amended Schedule 13D is hereby supplemented as follows:
(a) State Farm Mutual Automobile Insurance Company beneficially owns 63,241,780 shares of Class A Common Stock, inclusive of 4,241,780
shares of Class A Common Stock that State Farm has the right to acquire within 60 days upon conversion of 5,302,226 shares of Series A Preferred Stock that are held directly by State Farm, at the current Conversion Rate and 9,000,000 shares of
Class A Common Stock that State Farm has the right to acquire within 60 days upon exercise of the Warrants. This represents, on an as if exercised basis, approximately 64.8% of the shares of Class A Common Stock outstanding. The percentage
is calculated based on the sum of (i) 84,380,625 shares of Class A Common Stock outstanding as of April 21, 2023 pursuant to the Issuers Form 10-Q for the quarterly period ended March 31,
2023, (ii) 4,241,780 shares of Class A Common Stock issuable upon conversion of Series A Preferred Stock held by State Farm and (iii) 9,000,000 shares of Class A Common Stock issuable upon exercise of warrants held by State Farm, which
have been added to the total Class A Common Stock shares outstanding for purposes of calculating State Farms beneficial ownership percentage in accordance with Rule 13d-3(d)(l)(i) under the Act. The
percentage does not give effect to the issuance of shares of Class A Common Stock issuable upon exercise or conversion of warrants, options or shares of the Issuers Series A Preferred Stock or Class V Common Stock held by other
parties. Notwithstanding the percentage reported herein, based on the aggregate total of Class A Common Stock and Class V Common Stock outstanding, and the voting power assigned to each class, the Reporting Person controls approximately
2.4% of the voting power of the Issuer.
(b) Sole power to vote: 63,241,780 Sole power to dispose: 63,241,780
(c) Except as described in Item 3 above, State Farm has not transacted in the Class A Common Stock during the past sixty days.
(d) NIA
(e) NIA
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Amended Schedule 13D is hereby supplemented as follows:
In addition to the Purchase Agreement and Certificate of Designations referenced in Item 3 above, which are included as Exhibits 10.1 and 3.1,
respectively, to the Issuers Form 8-K filed on June 23, 2023, State Farm is a party to the Registration Rights Agreement, dated as of June 23, 2023, by and among the Issuer and the Investors, a
copy of which is included as Exhibit 10.2 to the Issuers Form 8-K filed on June 23, 2023, pursuant to which, the Investors will be entitled to certain demand, shelf and piggyback registration rights
with respect to the Series A Preferred Stock and shares of Class A Common Stock issuable upon conversion thereof.
The foregoing
references in this Amended Schedule 13D to, or descriptions of, the Purchase Agreement, Certificate of Designations and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the text of such
agreements, copies of which are included as exhibits to the Issuers Form 8-K filed on June 23, 2023 and are incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Amended Schedule 13D is hereby supplemented as follows:
Exhibit 4 Securities Purchase Agreement, dated as of June 23, 2023, by and among the Issuer, State Farm, Markel Group Inc., McKeel
O Hagerty Revocable Trust dated September 18, 2003, and First Restated Tammy J. Hagerty Revocable Trust dated September 2, 2004, which is included as Exhibit 10.1 to the Issuers Form 8-K filed
on June 23, 2023 and is incorporated herein by reference.
Exhibit 5 Certificate of Designations, Preferences and Rights of
Series A Convertible Preferred Stock of the Issuer, which is included as Exhibit 3.1 to the Issuers Form 8-K filed on June 23, 2023 and is incorporated herein by reference.
Exhibit 6 - Registration Rights Agreement, dated as of June 23, 2023, by and among the Issuer, State Farm, Markel Group Inc., McKeel O
Hagerty Revocable Trust dated September 18, 2003, and First Restated Tammy J. Hagerty Revocable Trust dated September 2, 2004, which is included as Exhibit 10.2 to the Issuers Form 8-K filed on
June 23, 2023 and is incorporated herein by reference.