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CUSIP NO. 29788T103
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Page
7
of 21
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The Reporting Persons review their investment in the Issuer on a continuing basis. Depending on the overall
market conditions, performance and prospects of the Issuer, other investment opportunities available to the Reporting Persons, and the market prices of the Common Stock and other investment considerations, the Reporting Persons may hold, vote,
acquire or dispose of or otherwise deal with securities of the Issuer, or suggest or take a position with respect to the management, operations or capital structure of the Issuer, including by taking, proposing or supporting one or more of the
actions described in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
As a part of the Reporting Persons process of reviewing their investment in
the Issuer, the Reporting Persons may engage in communications with the Issuers directors, management, stockholders and third parties regarding the corporate governance, financial condition, business operations, strategy or future plans
(including proposed corporate transactions of a significant nature) of the Issuer, including any plans or proposals regarding the same. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change
their purpose and/or formulate plans, strategies or proposals and take such actions with respect to their investment in the Issuer, including any or all of the actions described in the preceding paragraph.
Any of the foregoing actions may be effected at any time or from time to time, subject to applicable law.
Appointment of Director
Pursuant to the Investor
Rights Agreement (as defined below), Martin Fichtner has been appointed to the board of directors of the Issuer as the nominee of the Temasek Representative (as defined in the Investor Rights Agreement).
Item 5.
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Interest in Securities of the Issuer
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(a)-(b) The Issuer disclosed in its Current Report on Form 8-K filed with the SEC on September 3, 2021 that,
following the consummation of the Transaction, a total of 299,043,813 shares of Class A Common Stock of the Issuer were outstanding as of September 1, 2021. Of this amount, 29,248,151 shares were held by Aranda Investments, or
approximately 9.8 percent of the Issuers total outstanding Class A Common Stock. Aranda Investments is a direct wholly-owned subsidiary of Seletar Investments. Seletar Investments is a direct wholly-owned subsidiary of Temasek
Capital, which in turn is a direct wholly-owned subsidiary of Temasek. Seletar Investments, Temasek Capital and Temasek may therefore be deemed to have or share beneficial ownership of the securities held by Aranda Investments.
The percentage of beneficial ownership of each Reporting Person was calculated by dividing (i) the shares of Class A Common Stock beneficially owned
by such Reporting Person by (ii) the total number of shares of Class A Common Stock Reported by the Issuer in its Current Report on Form 8-K, as filed with the SEC on September 3, 2021, as
outstanding as of September 1, 2021.
(c) Except as otherwise described in Item 4 of this Schedule 13D, none of the Reporting Persons has engaged in
any transaction in any shares of Class A Common Stock during the past sixty days. To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the Reporting Persons in any shares of
Class A Common Stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6.
Investor Rights Agreement
Concurrently with the
completion of the Transaction, on September 1, 2021, Aranda Investments entered into the Amended and Restated Investor Rights Agreement, the form of which is attached hereto as Exhibit 99.5, between and among the Issuer, Aranda Investments and
the other parties thereto (the Investor Rights Agreement). The Investor Rights Agreement includes, among other things, the following provisions: