Amended Statement of Ownership (sc 13g/a)
08 January 2022 - 3:44AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AST SpaceMobile, Inc.
(Name
of Issuer)
Common Stock, par value $0.0001
(Title of Class of
Securities)
00217D100
(CUSIP
Number)
December 31, 2021
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 00217D100
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1
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NAMES OF REPORTING PERSONS
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MAGNETAR FINANCIAL LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(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
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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0
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OWNED BY
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EACH
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REPORTING
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7
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SOLE DISPOSITIVE POWER 0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.00%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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CUSIP No. 00217D100
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1
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NAMES OF REPORTING PERSONS
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MAGNETAR CAPITAL PARTNERS LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(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
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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0
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OWNED BY
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EACH
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REPORTING
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7
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SOLE DISPOSITIVE POWER 0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.00%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, PN
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CUSIP No. 00217D100
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1
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NAMES OF REPORTING PERSONS
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SUPERNOVA MANAGEMENT LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(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
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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0
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OWNED BY
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EACH
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REPORTING
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7
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SOLE DISPOSITIVE POWER 0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.00%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, OO
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CUSIP No. 00217D100
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1
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NAMES OF REPORTING PERSONS
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ALEC N. LITOWITZ
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(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
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United States of America
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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0
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OWNED BY
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EACH
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REPORTING
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7
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SOLE DISPOSITIVE POWER 0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.00%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, IN
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SCHEDULE 13G
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Item 1(a)
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Name of Issuer.
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AST SpaceMobile, Inc. (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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6500 RIVERPLACE BOULEVARD
AUSTIN, TX 78730
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Item 2(a)
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Name of Person Filing.
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This statement is filed on behalf of each
of the following person (collectively, the “Reporting Persons”):
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i)
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Magnetar Financial LLC (“Magnetar Financial”);
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ii)
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Magnetar Capital Partners LP (Magnetar Capital Partners”);
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iii)
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Supernova Management LLC (“Supernova Management”); and
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iv)
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Alec N. Litowitz (“Mr. Litowitz”).
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Magnetar Capital Partners serves as the sole member and parent holding
company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management
is Mr. Litowitz.
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Item 2(b)
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Address of Principal Business Office.
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The address of the principal business office of each
of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th
Floor, Evanston, Illinois 60201.
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Item 2(c)
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Place of Organization.
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i)
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Magnetar Financial is a Delaware limited liability company;
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ii)
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Magnetar Capital Partners is a Delaware limited partnership;
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iii)
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Supernova Management is a Delaware limited liability company; and
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iv)
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Mr. Litowitz is a citizen of the United States of America.
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Item 2(d)
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Title of Class of Securities.
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Common Stock
00217D100
(e) [X ] An investment adviser in accordance
with §240.13d–1(b)(1)(ii)(E)
(g) [ X] A parent holding company or control person in
accordance with §240.13d–1(b)(1)(ii)(G)
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Item 4(a)
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Amount Beneficially Owned:
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As of December 31, 2021,
each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 0 Shares. The Shares held by the
Magnetar Funds represent approximately 0.00% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i))
of the outstanding shares of the Issuer).
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Item 4(b)
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Percent of Class:
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(i) As of December 31, 2021, each of Reporting
Persons were deemed to be the beneficial owner constituting approximately 0.00% of the total number of shares outstanding (based upon
the information provided by the Issuer in its Form 10-Q filed with the SEC on November 15, 2021, there were approximately 51,729,904
shares of Class A common stock, 51,636,922 shares of Class B common stock, and 78,163,078 shares of Class C common stock
outstanding as of September 30, 2021).
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Item4(c)
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Number of Shares of which
such person has:
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Magnetar Financial, Magnetar Capital Partners,
Supernova Management, and Mr. Litowitz:
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(i)
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Sole power to vote or to direct the vote:
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0
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(ii)
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Shared power to vote or to direct the vote :
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0
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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0
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Item 5
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities,
check the following x.
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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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This Item 6 is not applicable.
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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.
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This Item 7 is not applicable.
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Item 8
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Identification and Classification of Members of the Group.
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This Item 8 is not applicable.
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Item 9
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Notice of Dissolution of Group.
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This Item 9 is not applicable.
By signing below the Reporting
Persons certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: January 7, 2022
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magnetar financial llc
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By: Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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Date: January 7, 2022
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magnetar capital partners LP
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By: Supernova Management LLC, its General Partner
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By:
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/s/ Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager of Supernova Management LLC
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Date: January 7, 2022
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supernova management llc
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By:
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/s/ Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager
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Date: January 7, 2022
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/s/ Alec N. Litowitz
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Alec N. Litowitz
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