On June 1, 2021, we entered into a share purchase agreement (the “Purchase Agreement”) with Mudrick Capital Management, LP (“Mudrick”) pursuant to which Mudrick purchased 8,500,000 shares of Class A common stock (the “Selling Stockholder Shares”) for $230,500,000. The Purchase Agreement requires the shares of Class A common stock contemplated by the immediately preceding sentence to be “freely-tradeable” and this prospectus supplement is being filed, in part, to satisfy this obligation. The agreement by Mudrick to purchase the Selling Stockholder Shares for the consideration described herein was entered into on a private placement basis pursuant to an exemption from the Securities Act. The purchase obligation is irrevocable, subject only to the registration of the Selling Stockholder Shares under the Securities Act.
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