If filing as a non-U.S. institution in accordance
with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
The Sponsor beneficially owns 15,280,000 Ordinary Shares, which consist of (i) 5,000,000 Ordinary Shares, and (ii) 10,280,000 Ordinary Shares issuable upon
the exercise of 10,280,000 private placement warrants of the Issuer (“Private Placement Warrants”). The Private Placement Warrants are exercisable beginning on January 13, 2023 and expiring on December 14, 2027 at 5:00
p.m., New York City time, subject to earlier liquidation.
The Sponsor owned 11,014,375 Class B ordinary shares of Primavera Capital Acquisition
Corporation (“PCAC”) following the consummation of PCAC’s initial public offering in 2021. In connection with the consummation of PCAC’s business combination with the Issuer in 2022 (“Business
Combination”), the Sponsor surrendered 6,014,375 Class B ordinary shares to PCAC for nil consideration, which shares were canceled immediately upon the surrender thereof, resulting in 5,000,000 Class B ordinary shares of PCAC held
by the Sponsor being subsequently cancelled in exchange for the right to receive 5,000,000 Ordinary Shares.
The Sponsor purchased 10,280,000 private
placement warrants of PCAC in a private placement that closed simultaneously with the closing of PCAC’s initial public offering. In connection with the consummation of the Business Combination, each private placement warrant of PCAC outstanding
immediately prior to the Business Combination was assumed by the Issuer and converted into a Private Placement Warrant.
Fred Hu is the sole manager of
the Sponsor and has voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Accordingly, all of the Ordinary Shares held by the Sponsor may be deemed to be beneficially held by Fred Hu. Fred Hu disclaims
beneficial ownership of the Ordinary Shares held of record by the Sponsor, except to the extent of any pecuniary interest therein.
Percentage ownership
is based on 141,251,070 Ordinary Shares outstanding as of December 14, 2022 (representing 130,971,070 Ordinary Shares issued and outstanding as of December 14, 2022, as disclosed in the Issuer’s shell company report on Form 20-F, filed with the Securities and Exchange Commission on December 20, 2022, as adjusted for the 10,280,000 Ordinary Shares issuable upon the exercise of the Private Placement Warrants held by the reporting
persons).
| Item 4(a). |
Amount Beneficially Owned |
See responses to Item 9 on each cover page.
| Item 4(b). |
Percent of Class |
See responses to Item 11 on each cover page.
| Item 4(c). |
Number of shares as to which such person has: |
| |
(i) |
Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. |
| |
(ii) |
Shared power to vote or to direct the vote: See responses to Item 6 on each cover page. |
| |
(iii) |
Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page.
|
| |
(iv) |
Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.
|
