This Amendment No. 1 (this “Statement”) amends and supplements the
Schedule 13D, originally filed on June 14, 2024. 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 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended to incorporate the information set forth in Item 4 of this Statement.
Item 4. Purpose of Transaction.
The information set forth in Item 4 of the Schedule 13D is amended to incorporate the following at the end thereof:
Pursuant to Section 3.1(f) of the Reverence Investment Agreement and in accordance with the Issuer’s Certificate of Incorporation
with respect to the Series B Preferred Stock, RCP Eagle and the Company are obligated to cooperate in good faith with each other and use their respective reasonable best efforts to provide for RCP Eagle, as promptly as practicable, to exchange the
shares of Series B Preferred Stock held by RCP Eagle for shares of Common Stock subject to certain conditions and terms being met, including certain requisite stockholder votes (collectively, the “Conditions”). Upon the Conditions
being met, the Company requested RCP Eagle to exchange all 11,857 shares of Series B Preferred Stock held by RCP Eagle for 3,952,332 shares of Common Stock. Such exchange was consummated on August 12, 2024.
Item 5. Interest in Securities of the Issuer.
Item 5(a)-(c) are hereby amended and restated in their entirety as follows:
(a) – (b) The information contained on the cover pages of the Schedule 13D and the information set forth in Item 4 of the Schedule 13D are
incorporated herein by reference.
The Reporting Persons beneficially own 33,333,438 shares of Common Stock, representing 8.95% of the
Common Stock outstanding as of the date hereof. All such ownership percentages of the securities reported herein are calculated assuming 372,551,600 Common Stock outstanding as reported by the Issuer in the Form
8-K.
RCP Eagle directly holds the reported securities. RCP Eagle GP is the general partner of RCP
Eagle and, as a result, may be deemed to beneficially own the securities directly held by RCP Eagle. Further, 100% of the outstanding equity interests of RCP Eagle GP are held by Reverence Capital Partners Opportunities Fund V (PE Fund III) GP, L.P.
(“Fund V GP”). Reverence Capital Partners Opportunities Fund V (PE Fund III) GP, LLC (“Fund V GP LLC”) is the general partner of Fund V GP. Reverence Capital Partners, L.P. is the managing member of Fund V GP LLC,
while RCP GenPar LP (“GenPar LP”) holds 100% of the outstanding equity interests in Fund V GP LLC and GenPar HoldCo is the general partner of GenPar LP. Accordingly, each of the foregoing (the “RCP Indirect
Entities”) may be deemed to have beneficial ownership of the reported securities directly held by RCP Eagle. Decisions with respect to the voting and disposition of the reported securities are made by the majority vote of an investment
committee. Each of Milton Berlinski, Peter Aberg and Alexander Chulack, as members of the investment committee, may be deemed to share voting and dispositive power with respect to the reported securities but disclaim such beneficial ownership.
