Filing Details

NAMES OF REPORTING PERSONS

Andrew Shape

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

SOLE VOTING POWER

3,400,000⁽¹⁾

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

3,400,000⁽¹⁾

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,400,000⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

17.4%⁽²⁾

TYPE OF REPORTING PERSON

IN

Amount beneficially owned:

On May 24, 2021, the Reporting Person bought and paid for the shares of common stock through the delivery of a promissory note to the seller of the shares. The note provides for 2% simple annual interest. Principal and accrued interest under the note must be repaid by the note’s third anniversary, or May 24, 2023. The note grants a security interest to the seller of the shares subject to full repayment of indebtedness under the note. The Reporting Person may sell the shares at prevailing market prices so long as such portion of the sale proceeds as is required under the promissory note to repay the note is so used to repay the note. The shares are also subject to a lockup provision providing that one-half of the purchased shares may not be sold until May 24, 2023; provided, however, that such restriction on transfer will expire at a rate of 1/48th of the shares subject to the restriction per month over such two-year period. In addition, on November 8, 2021, the Reporting Person agreed that for a period of 180 days, without the prior written consent of the representative of the underwriters of the initial public offering of the Issuer, and subject to certain exceptions, he will not, directly or indirectly, (i) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any common stock of the Issuer or any securities convertible into or exercisable or exchangeable for the common stock of the Issuer, whether then owned or thereafter acquired by the Reporting Person or with respect to which the Reporting Person had or thereafter acquires the power of disposition; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities; (iii) make any demand for or exercise any right with respect to the registration of any such securities; or (iv) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any such securities.

Percent of class:

The shares of common stock represent approximately 17.4% of the Issuer’s outstanding common stock based on a total of 19,573,982 shares of common stock outstanding as of December 31, 2021.