* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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SCHEDULE 13D
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CUSIP No. 02215L209
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Page 2 of 7
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1
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NAMES OF REPORTING PERSONS
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ISQ Global Fund II GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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|||
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||||
8
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SHARED VOTING POWER
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32,880,412 (1)(2)
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9
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SOLE DISPOSITIVE POWER
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0 |
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|||
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10
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SHARED DISPOSITIVE POWER
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32,880,412 (1)(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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32,880,412 (1)(2)
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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40.1% (3)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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|||
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(1) |
Includes 27,489,164 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a
one-for-one basis.
|
(2) |
Includes 1,601,101 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
|
(3) |
Percentage ownership calculated based on the sum of (i) 54,517,128 shares of Class A Common Stock outstanding as of August 16, 2023, based on information from the Issuer, and (ii)
27,489,164 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total
shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
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SCHEDULE 13D
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CUSIP No. 02215L209
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Page 3 of 7
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1
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NAMES OF REPORTING PERSONS
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I Squared Capital, LLC
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
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|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
Cayman Islands
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
32,880,412 (1)(2)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
32,880,412 (1)(2)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
32,880,412 (1)(2)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
40.1% (3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, HC
|
|
|
|||
|
|
(1) |
Includes 27,489,164 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a
one-for-one basis.
|
(2) |
Includes 1,601,101 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
|
(3) |
Percentage ownership calculated based on the sum of (i) 54,517,128 shares of Class A Common Stock outstanding as of August 16, 2023, based on information from the Issuer, and (ii)
27,489,164 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total
shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
|
SCHEDULE 13D
|
|
CUSIP No. 02215L209
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|
Page 4 of 7
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
ISQ Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
32,880,412 (1)(2)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
32,880,412 (1)(2)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
32,880,412 (1)(2)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
40.1% (3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, HC
|
|
|
|||
|
|
(1) |
Includes 27,489,164 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a
one-for-one basis.
|
(2) |
Includes 1,601,101 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
|
(3) |
Percentage ownership calculated based on the sum of (i) 54,517,128 shares of Class A Common Stock outstanding as of August 16, 2023, based on information from the Issuer, and (ii)
27,489,164 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total
shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
|
SCHEDULE 13D
|
|
CUSIP No. 02215L209
|
|
Page 5 of 7
|
Item 1. |
Security and Issuer
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
|
SCHEDULE 13D
|
|
CUSIP No. 02215L209
|
|
Page 6 of 7
|
|
SCHEDULE 13D
|
|
CUSIP No. 02215L209
|
|
Page 7 of 7
|
Dated: August 18, 2023
|
||
ISQ Global Fund II GP, LLC
|
||
By:
|
/s/ Adil Rahmathulla
|
|
Name: Adil Rahmathulla
|
||
Title: Director
|
I Squared Capital, LLC
|
||
By:
|
ISQ Holdings, LLC, its managing member
|
|
By:
|
/s/ Adil Rahmathulla
|
|
Name: Adil Rahmathulla
|
||
Title: Manager
|
ISQ Holdings, LLC
|
||
By:
|
/s/ Adil Rahmathulla
|
|
Name: Adil Rahmathulla
|
||
Title: Manager
|