Filing Details

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting persons 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.

  Names of Reporting Persons

  SK Inc.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  South Korea

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  42,007,759

  Shared Voting Power

  0

  Sole Dispositive Power

  42,007,759

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  42,007,759 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  13.73%⁽²⁾

  Type of Reporting Person (See Instructions)

  CO

Represents (i) 38,178,731 shares of Class A Common Stock and (ii) 3,829,028 shares of Class A Common Stock that will be issued to the reporting person if the closing price of shares of the Class A Common Stock is equal to or greater than $18.00 during the period beginning on the date that is the one year following the closing of the Business Combination (the Closing) and ending on the date that is five years following such closing (the Earn-Out Shares).

Calculated based on 305,943,955 shares of Class A Common Stock outstanding as of 2022-11-04 as reported on the Issuers Form 10-Q, filed on 2022-11-14.

35 Cabot Rd.

Woburn, MA 01801

This statement is filed by SK Inc., who is referred to herein as the Reporting Person.

26, Jong-Ro, Jongno-Gu

Seoul, South Korea 03188

Ownership.

(a)   Amount beneficially owned:

See response to Item 9 on each cover page.

(b)  Percent of Class:

See response to Item 11 on each cover page.

(c)   Number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See response to Item 5 on each cover page.

(ii)  Shared power to vote or to direct the vote:

See response to Item 6 on each cover page.

(iii)  Sole power to dispose or to direct the disposition of:

See response to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See response to Item 8 on each cover page.

The reported securities are held directly by SK Inc. The filing of this Statement shall not be construed as an admission that the Reporting Person is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.