| (a) | The information set forth in rows (11) and (13) of the cover pages of this Amendment is incorporated by reference into this Item 5(a).
Following transactions effected on August 7, 2025, the Reporting Perssons beneficially own in the aggregate 37,342,526 shares of Common Stock, which represents approximately 5.7% of the outstanding shares (based on the outstanding shares as of July 24, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on July 31, 2025).
The Reporting Persons directly hold or are attributed beneficial ownership of the reported securities as follows:
* 27,391,934 shares are held directly by Cypress Investor;
* 866,345 shares are directly held by Advent International VIII-C;
* 9,084,247 shares are directly held by GPE VIII CCC Co-Investment;
* Cypress Investment GP, LLC ("Cypress GP"), as general partner of Cypress Investor, may be deemed to beneficially own the 27,391,934 shares held directly by Cypress Investor;
* GPE VIII GP S.a.r.l ("Advent GP Luxembourg"), as general partner of Advent International VIII-C, may be deemed to beneficially own the 866,345 shares held directly by Advent International VIII-C;
* GPE VIII GP Limited Partnership ("Advent GP Cayman"), as general partner of GPE VIII CCC Co-Investment, may be deemed to beneficially own the 9,084,247 shares held directly by GPE VIII CCC Co-Investment;
* Advent International GPE VIII, LLC ("Advent VIII GP"), as manager of Advent GP Luxembourg and general partner of Advent GP Cayman, may be deemed to beneficially own the 9,950,592 shares held directly by Advent International VIII-C and GPE VIII CCC Co-Investment; and
* Advent International GP, LLC, as general partner of Advent International, L.P. ("Advent"), and Advent, as manager of Advent VIII GP and managing member of Cypress GP, may each be deemed to beneficially own the 37,342,526 shares held directly by Cypress Investor, Advent International VIII-C and GPE VIII CCC Co-Investment.
The foregoing excludes the contingent right of Cypress Investor, Advent International VIII-C and GPE VIII CCC Co-Investment to receive an aggregate of up to 9,919,012 Earnout Shares (as previously defined and described in Item 6 of this Statement).
As a result of the Transaction Agreements (as previously defined and described in Item 6 of this Statement), the Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of Exchange Act. This Schedule 13D shall not be construed as an admission by the Reporting Persons that the Reporting Persons are, for the purposes of Section 13(d) of the Exchange Act, the beneficial owners of any shares of Common Stock covered by the Transaction Agreements. |
(b)