1
|
NAMES OF REPORTING PERSONS
|
|
|
||
GS Sponsor II LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
24,525,000
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
24,525,000
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
24,525,000
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.8% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 217,904,643 shares of Class A Common Stock outstanding as of April 28, 2023, as reflected in the Form 10-K filed by the Issuer with the SEC on May 3, 2023, together with 8,500,000 shares of Class A Common Stock underlying private placement warrants. See Item 5.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
GSAM 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)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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)
|
|
|
||
0% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 217,904,643 shares of Class A Common Stock outstanding as of April 28, 2023, as reflected in the Form 10-K filed by the Issuer with the SEC on May 3, 2023, together with 8,500,000 shares of Class A Common Stock underlying private placement warrants. See Item 5.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
The Goldman Sachs Group, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
27,391,269
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
27,391,269
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
27,391,269
|
|
|
|||
|
|
||||
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)
|
|
|
||
12.1% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC-CO
|
|
|
|||
|
|
(1)
|
Based on 217,904,643 shares of Class A Common Stock outstanding as of April 28, 2023, as reflected in the Form 10-K filed by the Issuer with the SEC on May 3, 2023, together with 8,500,000 shares of Class A Common Stock underlying private placement warrants. See Item 5.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Goldman Sachs & Co. LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
27,391,269
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
27,391,269
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
27,391,269
|
|
|
|||
|
|
||||
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)
|
|
|
||
12.1% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 217,904,643 shares of Class A Common Stock outstanding as of April 28, 2023, as reflected in the Form 10-K filed by the Issuer with the SEC on May 3, 2023, together with 8,500,000 shares of Class A Common Stock underlying private placement warrants. See Item 5.
|
ITEM 1. | SECURITY AND ISSUER |
ITEM 2. | IDENTITY AND BACKGROUND |
(a) | Item 2(a) is hereby supplemented by the addition of the following: | ||
(iv) |
The Goldman Sachs Group, Inc. | ||
(v) |
Goldman, Sachs & Co. LLC |
ITEM 3. | SOURCE OF FUNDS |
ITEM 4. | PURPOSE OF TRANSACTION |
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
Exhibit 99.1 |
Exhibit 99.2 |
Exhibit 99.3 |
Exhibit 99.4 |
Exhibit 99.5 |
GS SPONSOR II LLC | |||
|
By:
|
/s/ Philip Grovit | |
Name: |
Philip Grovit | ||
Title: |
Vice President | ||
GSAM HOLDINGS LLC | |||
By:
|
/s/ Philip Grovit | ||
Name: | Philip Grovit |
||
Title: | Vice President |
||
THE GOLDMAN SACHS GROUP, INC. | |||
By:
|
/s/ Crystal Orgill | ||
Name: | Crystal Orgill | ||
Title: | Attorney-in-fact | ||
GOLDMAN SACHS & CO. LLC | |||
By:
|
/s/ Crystal Orgill | ||
Name: | Crystal Orgill | ||
Title: | Attorney-in-fact |
Name
|
Present Principal Occupation
|
Richard A. Friedman
|
Managing Director of Goldman Sachs & Co. LLC
|
Nicole Agnew
|
Managing Director of Goldman Sachs & Co. LLC
|
Michael Bruun
|
Managing Director of Goldman Sachs International
|
Joe DiSabato
|
Managing Director of Goldman Sachs & Co. LLC
|
Bradley J. Gross
|
Managing Director of Goldman Sachs & Co. LLC
|
Stephanie Hui
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
Adrian M. Jones
|
Managing Director of Goldman Sachs & Co. LLC
|
Scott Lebovitz
|
Managing Director of Goldman Sachs & Co. LLC
|
Lou D’Ambrosio
|
Managing Director of Goldman Sachs & Co. LLC
|
James Reynolds
|
Managing Director of Goldman Sachs International
|
David Thomas
|
Managing Director of Goldman Sachs & Co. LLC
|
Harsh Nanda
|
Managing Director of Goldman Sachs & Co. LLC
|
Anthony Arnold
|
Managing Director of Goldman Sachs & Co. LLC
|
Michele Titi-Cappelli
|
Managing Director of Goldman Sachs International
|
Beat Cabiallavetta
|
Managing Director of Goldman Sachs & Co. LLC
|
Julian Salisbury
|
Managing Director of Goldman Sachs & Co. LLC
|
Maxine Sleeper
|
Managing Director of Goldman Sachs & Co. LLC
|
Harvey Shapiro
|
Managing Director of Goldman Sachs & Co. LLC
|
Danielle Natoli
|
Managing Director of Goldman Sachs & Co. LLC
|
Thomas McAndrew
|
Managing Director of Goldman Sachs & Co. LLC
|
Kenneth Pontarelli
|
Managing Director of Goldman Sachs & Co. LLC
|
Michael Hui
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
Jose Baretto
|
Managing Director of Goldman Sachs International
|
Leonard Seevers
Gregory Olafson
|
Managing Director of Goldman Sachs & Co. LLC
Managing Director of Goldman Sachs & Co. LLC
|
Tamilla Ghodsi
|
Managing Director of Goldman Sachs & Co. LLC
|
Name
|
Present Principal Occupation
|
David M. Solomon
|
Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc.
|
Philip R. Berlinski
|
Global Treasurer of The Goldman Sachs Group, Inc.
|
M. Michele Burns
|
Former Chairman and Chief Executive Officer, Mercer LLC; Former Chief Financial Officer of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air
Lines, Inc.
|
Denis P. Coleman III
|
Chief Financial Officer of The Goldman Sachs Group, Inc.
|
Mark A. Flaherty
|
Former Vice Chairman, Wellington Management Company
|
Sheara J. Fredman
|
Chief Accounting Officer of The Goldman Sachs Group, Inc.
|
Kimberley D. Harris
|
Executive Vice President of Comcast Corporation; Executive Vice President and General Counsel of NBCUniversal
|
Kevin Johnson
|
Former President and Chief Executive Officer, Starbucks Corporation
|
Ellen J. Kullman
|
Executive Chair, Carbon, Inc.
|
Brian J. Lee
|
Chief Risk Officer of The Goldman Sachs Group, Inc.
|
Lakshmi N. Mittal
|
Executive Chairman of ArcelorMittal S.A.
|
Adebayo O. Ogunlesi
|
Chairman and Chief Executive Officer of Global Infrastructure Partners
|
Peter Oppenheimer
|
Former Senior Vice President and Chief Financial Officer of Apple, Inc.
|
John F.W. Rogers
|
Executive Vice President of The Goldman Sachs Group, Inc.
|
Kathryn H. Ruemmler
|
Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc.
|
Ericka T. Leslie
|
Chief Administrative Officer of The Goldman Sachs Group, Inc.
|
Jan E. Tighe
|
Former Vice Admiral, United States Navy
|
Jessica R. Uhl
|
Former Chief Financial Officer of Shell plc
|
David A. Viniar
|
Former Chief Financial Officer of The Goldman Sachs Group, Inc.
|
John E. Waldron
|
President and Chief Operating Officer of The Goldman Sachs Group, Inc.
|