Item 3. If this statement is filed pursuant to 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) | | ☐ | | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) | | ☐ | | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) | | ☐ | | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) | | ☐ | | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) | | ☐ | | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
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(f) | | ☐ | | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g) | | ☐ | | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) | | ☐ | | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) | | ☐ | | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
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(j) | | ☐ | | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
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(k) | | ☐ | | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not Applicable
Item 4. Ownership.
(a-b) Amount beneficially owned:
As of August 11, 2022, HPS may be deemed to be the beneficial owner of an aggregate of 1,011,530 shares of Class A Common Stock representing 7.8% of the outstanding shares of Class A Common Stock, which includes 1,011,530 shares of Class A Common Stock issuable upon exercise of 1,011,530 warrants held of record by the Funds. The percentage of the shares of Class A Common Stock beneficially owned is based on (i) 7,385,634 shares of Class A Common Stock outstanding as of August 11, 2022, as reported by the Issuer in the Warrant Agreement dated August 11, 2022, by and among the Issuer and the holders party thereto (incorporated by reference to Exhibit 4.2 to the Issuer’s Form 8-K/A filed with the Securities and Exchange Commission on August 15, 2022), (ii) 4,635,452 shares of Class A Common Stock issued on August 11, 2022, as reported in the Issuer’s Form 8-K/A filed with the Securities and Exchange Commission on August 15, 2022, and (iii) 1,011,530 shares of Class A Common Stock issuable upon exercise of 1,011,530 warrants held of record by the Funds.