Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Amendment No. 2 to Merger Agreement On June 8, 2025, the Issuer, Edge Autonomy Ultimate Holdings, LP, a Delaware limited partnership ("Seller"), Edge Autonomy Intermediate Holdings, LLC, a Delaware limited liability company ("Edge Autonomy Holdings," and, together with its subsidiaries, "Edge Autonomy"), Echelon Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Issuer ("Merger Sub") and Echelon Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Issuer ("Purchaser"), entered into Amendment No. 2 (the "Amendment") to that certain Agreement and Plan of Merger, dated January 20, 2025, as amended on February 3, 2025 (as so amended, the "Merger Agreement," and, together with the Amendment, the "Amended Merger Agreement"), by and among the Issuer, Seller, Edge Autonomy Holdings, Merger Sub and Purchaser, pursuant to which the Issuer will, via the mergers set forth in the Amended Merger Agreement (the "Mergers"), acquire Edge Autonomy. The Amended Merger Agreement provides that the equity securities of Edge Autonomy Holdings issued and outstanding immediately prior to the closing of the Mergers (the "Closing") will be converted into the right to receive merger consideration of $925 million, subject to customary adjustments for indebtedness, cash, working capital and transaction expenses not paid or assumed by Seller (the "Merger Consideration"), consisting of (i) $160 million in cash, which amount will include a promissory note in the principal amount of $100 million to be issued by a subsidiary of the Issuer (such promissory note the "Seller Note") and (ii) $765 million in shares of Common Stock issued at a price per share of $15.07. Prior to entering into the Amendment, the nominal $925 million of Merger Consideration was to consist, subject to the previously described adjustments, of (i) $150 million in cash and (ii) $775 million in Common Stock, issued at a price per share of $15.07. In connection with the execution of the Amendment, BCCR, Genesis Park II LP, and certain affiliates of AE Industrial Partners, LP, each of which previously entered into separate voting and support agreements (the "Voting Agreements") with respect to the stockholder approval for the Mergers and the issuance of Common Stock in connection therewith, each confirmed that such stockholder reviewed the Amendment and that its Voting Agreement also applies with respect to the Amended Merger Agreement. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit A and is incorporated by reference herein. Registration Rights Coordination Agreement On June 8, 2025, the Issuer entered into a registration rights coordination agreement (the "RRCA") with the Reporting Persons, AE Industrial Partners Fund II, L.P. and AE Industrial Partners Structured Solutions I, L.P. relating to that certain Registration Rights Agreement, dated October 28, 2022, by and among the Issuer, the Reporting Persons, AE Industrial Partners, Fund II, L.P. and AE Industrial Partners Structured Solutions (the "RRA"), which was entered into in connection with the issuance of the Convertible Preferred Stock. In order to resolve certain issues arising under the RRA, the RRCA provides that, if the Issuer effects any equity offering within 90 days after the Closing (a "Post-Closing Offering"), (i) the first $40 million of net proceeds of the Post-Closing Offering would be retained by the Issuer for working capital and other corporate uses, (ii) an amount equal to the greater of (A) 25% of net proceeds of the Post-Closing Offering and (B) $50 million would, at the Reporting Persons' election within five days following consummation of the Post-Closing Offering, be applied to purchase a portion of the Reporting Persons' shares of Convertible Preferred Stock based on the then-current conversion rate of the Convertible Preferred Stock at a price based on the per share price of Common Stock sold by the Issuer in any Post-Closing Offering, and (iii) the balance of the net proceeds of the Post-Closing Offering would be retained by Issuer for its corporate purposes, including the repayment of the Seller Note in accordance with its terms. In addition, the Reporting Persons, AE Industrial Partners Fund II, L.P. and AE Industrial Partners Structured Solutions I, L.P. each agreed in the RRCA that, subject to certain limitations, if requested by the underwriters of the Post-Closing Offering, it and its affiliates would enter into a 90-day lock-up agreement, as would have been required if their shares of Common Stock were to be included in the Post-Closing Offering pursuant to the RRA. In addition, the Issuer agreed to file a resale registration statement and to use its commercially reasonable efforts to cause it to