*
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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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||||||
1
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NAMES OF REPORTING PERSONS
Antara Capital LP
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||||||||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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||||||||
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6
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SHARED VOTING POWER
1,600,000
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7
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SOLE DISPOSITIVE POWER
0
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|||||||||
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8
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SHARED DISPOSITIVE POWER
1,600,000
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|||||||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% (1)
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN, IA
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(1)
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Based on 25,375,000 shares of Class A Common Stock of the Issuer outstanding as of December 28, 2021, as reported in the Issuer’s Form 8-K filed with
the Securities and Exchange Commission on January 4, 2022.
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||||||
1
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NAMES OF REPORTING PERSONS
Antara Capital GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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||||||||||
3
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SEC USE ONLY
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||||||||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||||||||
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||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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||||||||
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6
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SHARED VOTING POWER
1,600,000
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|||||||||
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7
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SOLE DISPOSITIVE POWER
0
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|||||||||
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8
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SHARED DISPOSITIVE POWER
1,600,000
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|||||||||
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||||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000
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||||||||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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||||||||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% (1)
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||||||||||
12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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(1)
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Based on 25,375,000 shares of Class A Common Stock of the Issuer outstanding as of December 28, 2021, as reported in the Issuer’s Form 8-K filed with
the Securities and Exchange Commission on January 4, 2022.
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1
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NAMES OF REPORTING PERSONS
Himanshu Gulati
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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||||||||||
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||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
|
||||||||
|
6
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SHARED VOTING POWER
1,600,000
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|||||||||
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7
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SOLE DISPOSITIVE POWER
0
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|||||||||
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8
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SHARED DISPOSITIVE POWER
1,600,000
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|||||||||
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||||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000
|
||||||||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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||||||||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% (1)
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||||||||||
12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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(1)
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Based on 25,375,000 shares of Class A Common Stock of the Issuer outstanding as of December 28, 2021, as reported in the Issuer’s Form 8-K filed with
the Securities and Exchange Commission on January 4, 2022.
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Item 1(a)
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Name of Issuer:
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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Item 2(a)
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Name of Person Filing:
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(i)
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Antara Capital LP (“Antara Capital”)
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(ii)
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Antara Capital GP LLC (“Antara GP”)
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(iii)
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Himanshu Gulati (“Mr. Gulati”)
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Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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Item 2(c)
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Citizenship:
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(i)
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Antara Capital is a Delaware limited partnership
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(ii)
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Antara GP is a Delaware limited liability company
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(iii)
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Mr. Gulati is an individual and is a citizen of the United States.
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Item 2(d)
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Title of Class of Securities:
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Item 2(e)
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CUSIP Number:
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Item 4.
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Ownership.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certification.
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ANTARA CAPITAL LP
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By:
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Antara Capital GP LLC,
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its general partner
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By:
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/s/ Himanshu Gulati
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Name: Himanshu Gulati
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Title: Managing Member
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ANTARA CAPITAL GP LLC
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By:
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/s/ Himanshu Gulati
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Name: Himanshu Gulati
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Title: Managing Member
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By:
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/s/ Himanshu Gulati
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Name: Himanshu Gulati, an individual
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Exhibit 99.1
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Joint Filing Agreement, dated as of March 3, 2022, by and among Antara Capital LP, Antara Capital GP LLC and Himanshu Gulati.
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ANTARA CAPITAL LP
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By:
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Antara Capital GP LLC,
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its general partner
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By:
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/s/ Himanshu Gulati
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Name: Himanshu Gulati
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Title: Managing Member
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ANTARA CAPITAL GP LLC
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By:
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/s/ Himanshu Gulati
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Name: Himanshu Gulati
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Title: Managing Member
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By:
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/s/ Himanshu Gulati
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Name: Himanshu Gulati, an individual
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