| (a) | This Statement is being filed by a "group," as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are:
(i) General Atlantic, L.P., a Delaware limited partnership ("GA LP");
(ii) General Atlantic DO B.V., a Netherlands private limited company ("GA DO");
(iii) General Atlantic (DO) SPV GP, LLC, a Cayman Islands limited liability company ("GA DO SPV GP");
(iv) General Atlantic (DO) SPV, L.P., a Cayman Islands exempted limited partnership ("GA DO SPV");
(v) General Atlantic Cooperatief U.A., a Netherlands cooperative ("GA Coop UA");
(vi) General Atlantic Partners (Bermuda) IV, L.P., a Bermuda exempted limited partnership ("GAP Bermuda IV");
(vii) General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership ("GAP Bermuda EU");
(viii) General Atlantic Partners (Lux) SCSp, a Luxembourg special limited partnership ("GAP Lux");
(ix) General Atlantic Cooperatief, L.P., a Bermuda exempted limited partnership ("GA Coop LP");
(x) GAP (Bermuda) L.P., a Bermuda exempted limited partnership ("GAP (Bermuda) LP");
(xi) GAP Coinvestments III, LLC, a Delaware limited liability corporation ("GAPCO III");
(xii) GAP Coinvestments IV, LLC, a Delaware limited liability corporation ("GAPCO IV");
(xiii) GAP Coinvestments V, LLC, a Delaware limited liability corporation ("GAPCO V");
(xiv) GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA");
(xv) General Atlantic GenPar (Lux) SCSp, a Luxembourg special limited partnership ("GA GenPar Lux");
(xvi) General Atlantic (Lux) S.a r.l., a Luxembourg private limited liability company ("GA Lux");
(xvii) General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership ("GenPar Bermuda");
(xviii) General Atlantic Partners 100, L.P., a Delaware limited partnership ("GAP 100");
(xix) General Atlantic (SPV) GP, LLC, a Delaware limited partnership ("GA SPV");
(xx) General Atlantic GenPar, L.P., a Delaware limited partnership ("GA GenPar");
(xxi) General Atlantic (DLO), L.P., a Delaware limited partnership ("GA DLO")
Each of the foregoing is referred to as a Reporting Person and collectively as the "Reporting Persons." GAP Bermuda IV, GAP Bermuda EU, GAP Lux, GA Coop LP and GAP 100 are collectively referred to as the "GA Funds." GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA are collectively referred to as the "Sponsor Coinvestment Funds."
The address of GAP (Bermuda) LP, GenPar Bermuda, GAP Bermuda IV, GA Coop LP and GAP Bermuda EU is c/o Conyers Client Services (Bermuda) Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The address of GA DO and GA Coop UA is Prinsengracht 769 A, 1017 JZ, Amsterdam, The Netherlands. The address of GA DO SPV GP and GA DO SPV is c/o Conyers Trust Company (Cayman) Limited, SIX, 2nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands. The address of GA Lux, GA GenPar Lux, and GAP Lux is Luxembourg is 412F, Route d'Esch, L-1471 Luxembourg. The address of each of the Sponsor Coinvestment Funds, GA DLO, GAP 100, GAP SPV, GA GenPar and GA LP is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055.
Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.
GA DO is a wholly owned subsidiary of GA Coop UA. GA DO is the sole member of GA DO SPV GP. GA DO SPV GP is the general partner of GA DO SPV. The GA Funds, other than GAP 100, and the Sponsor Coinvestment Funds share beneficial ownership of the shares of Class A common shares held of record by GA DO. The GA Funds, other than GAP Bermuda IV and GA Coop LP, and the Sponsor Coinvestment Funds share beneficial ownership of the shares of Class A common shares held of record by GA DLO. GA SPV is the general partner of GA DLO. General Atlantic GenPar is the general partner of GAP 100. GA LP, which is controlled by the Partnership Committee of GASC MGP LLC, LLC (the "GA Partnership Committee"), is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA and GA GenPar. The general partner of GAP Lux is GA GenPar Lux and the general partner of GA GenPar Lux is GA Lux. The general partner of GAP Bermuda IV and GAP Bermuda EU and the sole shareholder of GA Lux is GenPar Bermuda. GAP (Bermuda) LP, which is also controlled by the GA Partnership Committee, is the general partner of GenPar Bermuda and GA Coop LP. As of the date hereof, there are six members of the GA Partnership Committee. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares that each owns of record. Each of the members of the GA Partnership Committee disclaims ownership of the Class A common shares reported herein except to the extent that he has a pecuniary interest therein. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the members of the GA Partnership Committee is as a managing director of GA LP. |
| (a) | Item 5(a) is hereby amended and supplemented as follows:
The percentages used herein are calculated based upon on an aggregate of 164,649,324 Class A common shares reported by the Company to be outstanding as of June 30, 2025 as reflected in the prospectus supplement dated September 3, 2025 filed by the Company with the U.S. Securities and Exchange Commission on September 4, 2025.
By virtue of the fact that (i) the GA Funds and the Sponsor Coinvestment Funds contributed the capital to fund the purchases, and share beneficial ownership, of the Class A common shares reported herein, (ii) GAP Bermuda LP is the general partner of GA GenPar Bermuda, and GenPar Bermuda is the general partner of GAP Bermuda EU and GAP Bermuda IV, and is the sole shareholder of GA Lux, (iii) GA Lux is the general partner of GA GenPar Lux and GA GenPar Lux is the general partner of GAP Lux, (iv) GAP Lux has appointed Carne Global Fund Management (Luxembourg) S.A. (the "AIFM") as the alternative investment fund manager of GAP Lux pursuant to an alternative investment fund management agreement to undertake all functions required of an external alternative investment fund manager under the Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended from time to time and GAP Lux has also entered into a delegated portfolio management and distribution agreement with the AIFM and General Atlantic Service Company, L.P. ("GASC") in order to appoint GASC to act as the portfolio manager of GAP Lux, (v) GA LP is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and GA GenPar, and (vi) the members of the Partnership Committee control the investment decisions of GA LP, GAP Bermuda LP and, with respect to GAP Lux, GASC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the Class A common shares owned of record by GA DO and GA DLO. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own the Class A common shares indicated on row (11) on such Reporting Person's cover page included herein, or the approximate percentage of the aggregate amount of Class A common shares indicated on row (13) on such Reporting Person's cover page included herein. |