Grace Jimenez

c/o Park West Asset Management LLC

900 Larkspur Landing Circle, Suite 165

Larkspur, CA 94939

Telephone Number: (415) 524-2900

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

The funds used to purchase the Class A common stock deemed to be beneficially owned by the Reporting Persons came from the working capital of private investment funds managed by PWAM.

The total cost of the Class A common stock that the Reporting Persons may be deemed to beneficially own is $66,999,997.

Prior to the Issuer’s initial public offering, as a result of a series of private transactions with the Issuer, the Reporting Persons held an aggregate of 7,844,390 shares of the Issuer’s Series F Preferred Convertible Preferred Stock (“Series F Preferred Stock”) and 871,599 shares of the Issuer’s common stock, par value $0.0001 per share (“Common Stock”). Immediately prior to the closing of the Issuer's initial public offering, each share of Series F Preferred Stock automatically converted into one share of Common Stock on a one-for-one basis. Following this conversion, each share of Common Stock was reclassified into one share of Class B common stock, par value $0.0001 per share (“Class B common stock”) in an exempt transaction.

On March 26, 2021, in connection with the Issuer’s initial public offering, the Reporting Persons purchased an aggregate of 500,000 shares of Class A common stock.

The Reporting Persons acquired the securities reported herein based on the Reporting Persons’ belief that such securities represented an attractive investment opportunity.  The acquisitions were made in the ordinary course of the Reporting Persons’ investment activities and such securities are currently held for investment purposes.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional shares of Common Stock or other securities, selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock or changing their intention with respect to any and all matters referred to in Item 4.

The Reporting Persons may have further discussions with the Issuer’s management and members of the Issuer’s Board of Directors regarding operational, strategic, financial or governance matters with the intent of maximizing shareholder value.  In addition, the Reporting Persons may have discussions with other parties, including significant shareholders of the Issuer, regarding the Issuer and future plans of proposals with respect to the Issuer and its securities.

Other than as set forth above, the Reporting Persons do not have any plans or proposals as of the date of this filing which relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

As of the date of filing of this Schedule 13D, PWIMF held 455,301 shares of Class A common stock and 7,917,253 shares of the Issuer’s Class B common stock, and PWPI held 44,699 shares of Class A common stock and 798,736 shares of Class B common stock.  

Each outstanding share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon (i) any transfer, whether or not for value, except for certain permitted transfers described in the Issuer’s amended and restated certificate of incorporation, or (ii), in the case of a stockholder who is a natural person, the death or incapacity of such stockholder. Each share of Class B common stock is entitled to ten votes per share, whereas each share of Class A common stock is entitled to one vote per share. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to the aforementioned conversion rights and voting rights.

The Reporting Persons’ aggregate reported beneficial ownership percentages of the Class A common stock are calculated based on 12,000,000 shares of Class A common stock outstanding as of the filing date of this report, with the shares of Class A common stock issuable upon conversion of Class B common stock beneficially owned by each Reporting Person deemed to be outstanding for that Reporting Person, but not for any other persons.

As a result of the foregoing, PWAM and Mr. Park may be deemed to beneficially own 9,215,989 shares of Class A common stock held in the aggregate by the PW Funds, for an aggregate beneficial ownership percentage of approximately 44.5% of the shares of Class A common stock deemed issued and outstanding as of the filing date of this report; PWIMF may be deemed to beneficially own 8,372,554 shares of such Class A common stock for an aggregate beneficial ownership percentage of approximately 42.0% of the shares of Class A common stock deemed issued and outstanding as of the filing date of this report; and PWPI may be deemed to beneficially own 843,435 shares of such Class A common stock for an aggregate beneficial ownership percentage of approximately 6.6% of the shares of Class A common stock deemed issued and outstanding as of the filing date of this report.

If the Reporting Persons’ beneficial ownership percentages of the Class A common stock were calculated assuming full conversion of the 78,860,698 shares of Class B common stock outstanding as of the filing date of this report, the reported beneficial ownership percentages of PWAM and Mr. Park, PWIMF, and PWPI would be approximately 9.3%, 8.5% and 0.9%, respectively. Further, the percentage reported does not reflect the ten for one voting power of the Class B common stock.

The shares of Class A common stock and Class B common stock beneficially owned by PWAM and Mr. Park, PWIMF, and PWPI as of the filing date of this report represent 10.9%, 9.9%, and 1.0%, respectively, of the aggregate combined voting power of the Issuer.

Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transaction in the Class A common stock, or securities convertible into, exercisable for or exchangeable for, shares of Class A common stock in the last 60 days.

Each of Mr. Park and PWAM has shared power to vote or direct the vote of 9,215,989 shares of Class A common stock outstanding or issuable upon conversion of Class B common stock.  Each of Mr. Park and PWAM has shared power to dispose or direct the disposition of 9,215,989 of such shares.

PWIMF has shared power to vote or direct the vote of 8,372,554 shares of Class A common stock outstanding or issuable upon conversion of Class B common stock. PWIMF has shared power to dispose or direct the disposition of 8,372,554 of such shares.

PWPI has shared power to vote or direct the vote of 843,435 shares of Class A common stock outstanding or issuable upon conversion of Class B common stock. PWPI has shared power to dispose or direct the disposition of 843,435 of such shares.

Each of PWAM and Mr. Park specifically disclaims beneficial ownership in the shares of Class A common stock reported herein except to the extent of their pecuniary interest therein.

PARK WEST ASSET MANAGEMENT LLC

PARK WEST ASSET MANAGEMENT LLC