Filing Details

If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

☐ Broker or dealer registered under Section 15 of the Act;

☐ Bank as defined in Section 3(a)(6) of the Act;

☐ Insurance company as defined in Section 3(a)(19) of the Act;

☐ Investment company registered under Section 8 of the Investment Company Act of 1940;

☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Ownership

Represents Class B interests of EELP and an equal number of shares of Class B common stock of the Issuer held directly by EE Holdings. EE Holdings is owned 49.5% by Excelerate Holdings and 50.5% by Mr. Kaiser. Excelerate Holdings is controlled by Mr. Kaiser, and Mr. Kaiser receives all of the pecuniary interest in Excelerate Holdings. The Class B interests have no expiration date. Pursuant to the Amended and Restated Limited Partnership Agreement of EELP dated April 14, 2022, the Class B interests may be exchanged for shares of Class A common stock on a one for one basis or, at the Issuer’s election, for cash.  The shares of Class B common stock: (i) confer only voting rights (one vote per share) and do not confer incidents of economic ownership to the holders thereof; and (ii) are automatically cancelled, on a one-for-one basis, without consideration, upon exchange of Class B interests for shares of Class A common stock, or, at the Issuer’s election, for cash.

Based on 108,275,556 shares of the Issuer’s Class A Common Stock on an as converted basis, which includes (i) 26,254,167 of the Issuer’s Class A common stock, and (ii) 82,021,389 shares of the Issuer’s Class B common stock convertible into shares of the Issuer’s Class A common stock, issued and outstanding as of September 30, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2022.

Ownership of Five Percent or Less of a Class

Ownership of More Than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification