Item 2.01 Completion of Acquisition or Disposition of Assets.
On
The issuance of the convertible securities did not involve any underwriters, any underwriting discounts or commissions, or any public offering. The Company believes the offer, sale, and issuance of the convertible securities was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by virtue of Section 4(a)(2) of the Securities Act and Regulation S promulgated under the Securities Act, because the issuance of securities to the recipients did not involve a public offering. The shares of our Class A common stock issuable upon conversion of the convertible securities will be issued in reliance on the exemption from registration in Section 3(a)(9) of the Securities Act because no commission or other remuneration is expected to be paid in connection with conversion of the convertible securities and the resulting issuance of shares of our Class A common stock. The recipients of the securities in the transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in the transaction. All recipients had adequate access, through their relationships with us or otherwise, to information about us. The issuance of these securities was made without any general solicitation or advertising.
Item 3.02 Unregistered Sales of
The information set forth in Item 2.01 above is incorporated by reference into this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Exhibit Description 99.1 Press Release, datedApril 22, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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