* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
|
CUSIP No. G21307106
|
SCHEDULE 13G
|
Page 2 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Advent International Corporation
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
49,081,192 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
49,081,192 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
49,081,192 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
76.6% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) |
Represents Class B common shares. The percent of class was calculated based on (i) 15,000,000 Class A common shares outstanding, as disclosed in the Issuer’s Form 424(b)(1) prospectus filed
with the Securities and Exchange Commission on November 12, 2021, plus (ii) the Class B common shares that may be deemed to be beneficially owned by the reporting person as of December 31, 2021, which are treated as converted into Class A
common shares only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
|
CUSIP No. G21307106
|
SCHEDULE 13G
|
Page 3 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Advent International LAPEF VI, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
49,081,192 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
49,081,192 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
49,081,192 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
76.6% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Represents Class B common shares. The percent of class was calculated based on (i) 15,000,000 Class A common shares outstanding, as disclosed in the Issuer’s Form 424(b)(1) prospectus filed
with the Securities and Exchange Commission on November 12, 2021, plus (ii) the Class B common shares that may be deemed to be beneficially owned by the reporting person as of December 31, 2021, which are treated as converted into Class A
common shares only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
|
CUSIP No. G21307106
|
SCHEDULE 13G
|
Page 4 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
LAPEF VI GP Limited Partnership
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
49,081,192 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
49,081,192 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
49,081,192 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
76.6% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
Represents Class B common shares. The percent of class was calculated based on (i) 15,000,000 Class A common shares outstanding, as disclosed in the Issuer’s Form 424(b)(1) prospectus filed
with the Securities and Exchange Commission on November 12, 2021, plus (ii) the Class B common shares that may be deemed to be beneficially owned by the reporting person as of December 31, 2021, which are treated as converted into Class A
common shares only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
|
CUSIP No. G21307106
|
SCHEDULE 13G
|
Page 5 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AI Calypso Brown LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
16,360,398 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
16,360,398 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
16,360,398 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
52.2% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Represents Class B common shares. The percent of class was calculated based on (i) 15,000,000 Class A common shares outstanding, as disclosed in the Issuer’s Form 424(b)(1) prospectus filed
with the Securities and Exchange Commission on November 12, 2021, plus (ii) the Class B common shares that may be deemed to be beneficially owned by the reporting person as of December 31, 2021, which are treated as converted into Class A
common shares only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
|
CUSIP No. G21307106
|
SCHEDULE 13G
|
Page 6 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AI Iapetus Grey LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
16,360,397 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
16,360,397 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
16,360,397 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
52.2% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Represents Class B common shares. The percent of class was calculated based on (i) 15,000,000 Class A common shares outstanding, as disclosed in the Issuer’s Form 424(b)(1) prospectus filed
with the Securities and Exchange Commission on November 12, 2021, plus (ii) the Class B common shares that may be deemed to be beneficially owned by the reporting person as of December 31, 2021, which are treated as converted into Class A
common shares only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
|
CUSIP No. G21307106
|
SCHEDULE 13G
|
Page 7 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AI Titan Black LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
16,360,397 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
16,360,397 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
16,360,397 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
52.2% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Represents Class B common shares. The percent of class was calculated based on (i) 15,000,000 Class A common shares outstanding, as disclosed in the Issuer’s Form 424(b)(1) prospectus filed
with the Securities and Exchange Commission on November 12, 2021, plus (ii) the Class B common shares that may be deemed to be beneficially owned by the reporting person as of December 31, 2021, which are treated as converted into Class A
common shares only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
|
CUSIP No. G21307106
|
SCHEDULE 13G
|
Page 8 of 10 Pages
|
Item 1.
|
Issuer
|
(a)
|
Name of Issuer:
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
Item 2.
|
Filing Person
|
(a) – (c)
|
Name of Persons Filing; Address; Citizenship:
|
(i) |
Advent International Corporation, a Delaware corporation;
|
(ii) |
Advent International LAPEF VI, LLC, a Delaware limited liability company;
|
(iii) |
LAPEF VI GP Limited Partnership, a Delaware limited partnership;
|
(iv) |
AI Calypso Brown LLC, a Delaware limited liability company;
|
(v) |
AI Iapetus Grey LLC, a Delaware limited liability company;
|
(vi) |
AI Titan Black LLC, a Delaware limited liability company (together with AI Calypso Brown LLC and AI Iapetus Grey LLC, the “Advent Managed LLCs”).
|
(d)
|
Title of Class of Securities:
|
(e)
|
CUSIP Number:
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
|
Item 4.
|
Ownership.
|
(a) -- (c)
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
CUSIP No. G21307106
|
SCHEDULE 13G
|
Page 9 of 10 Pages
|
Number of
Shares
Beneficially
Owned |
Sole Voting
Power |
Shared
Voting Power |
Sole
Dispositive Power |
Shared
Dispositive Power |
Percentage
of
Common
Stock
Outstanding
|
||||||
Advent International Corporation
|
49,081,192
|
49,081,192
|
—
|
49,081,192
|
—
|
76.6%
|
|||||
Advent International LAPEF VI, LLC
|
49,081,192
|
49,081,192
|
—
|
49,081,192
|
—
|
76.6%
|
|||||
LAPEF VI GP Limited Partnership
|
49,081,192
|
49,081,192
|
—
|
49,081,192
|
—
|
76.6%
|
|||||
AI Calypso Brown LLC
|
16,360,398
|
16,360,398
|
—
|
16,360,398
|
—
|
52.2%
|
|||||
AI Iapetus Grey LLC
|
16,360,397
|
16,360,397
|
—
|
16,360,397
|
—
|
52.2%
|
|||||
AI Titan Black LLC
|
16,360,397
|
16,360,397
|
—
|
16,360,397
|
—
|
52.2%
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification.
|
CUSIP No. G21307106
|
SCHEDULE 13G
|
Page 10 of 10 Pages
|
Date: February 14, 2022
|
ADVENT INTERNATIONAL CORPORATION
|
|
/s/ Neil Crawford
|
||
Name:
|
Neil Crawford
|
|
Title:
|
Director, Fund Administration
|
Date: February 14, 2022
|
ADVENT INTERNATIONAL LAPEF VI, LLC
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER
|
|
/s/ Neil Crawford
|
|
Name: Neil Crawford
|
|
Title: Director, Fund Administration
|
|
Date: February 14, 2022
|
LAPEF VI GP LIMITED PARTNERSHIP
|
By: ADVENT INTERNATIONAL GPE IX, LLC,
|
|
GENERAL PARTNER
|
|
By: ADVENT INTERNATIONAL CORPORATION,
|
|
MANAGER
|
|
/s/ Neil Crawford
|
|
Name: Neil Crawford
|
|
Title: Director, Fund Administration
|
|
Date: February 14, 2022
|
AI CALYPSO BROWN LLC
|
/s/ Michael Ristaino
|
|
Name: Michael Ristaino
|
|
Title: Authorized Signatory
|
|
Date: February 14, 2022
|
AI IAPETUS GREY LLC
|
/s/ Michael Ristaino
|
|
Name: Michael Ristaino
|
|
Title: Authorized Signatory
|
|
Date: February 14, 2022
|
AI TITAN BLACK LLC
|
/s/ Michael Ristaino
|
|
Name: Michael Ristaino
|
|
Title: Authorized Signatory
|
Date: February 14, 2022
|
ADVENT INTERNATIONAL CORPORATION
|
|
/s/ Neil Crawford
|
||
Name:
|
Neil Crawford
|
|
Title:
|
Director, Fund Administration
|
Date: February 14, 2022
|
ADVENT INTERNATIONAL LAPEF VI, LLC
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER
|
|
/s/ Neil Crawford
|
|
Name: Neil Crawford
|
|
Title: Director, Fund Administration
|
|
Date: February 14, 2022
|
LAPEF VI GP LIMITED PARTNERSHIP
|
By: ADVENT INTERNATIONAL GPE IX, LLC,
|
|
GENERAL PARTNER
|
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER
|
|
/s/ Neil Crawford
|
|
Name: Neil Crawford
|
|
Title: Director, Fund Administration
|
|
Date: February 14, 2022
|
AI CALYPSO BROWN LLC
|
/s/ Michael Ristaino
|
|
Name: Michael Ristaino
|
|
Title: Authorized Signatory
|
Date: February 14, 2022
|
AI IAPETUS GREY LLC
|
/s/ Michael Ristaino
|
|
Name: Michael Ristaino
|
|
Title: Authorized Signatory
|
|
Date: February 14, 2022
|
AI TITAN BLACK LLC
|
/s/ Michael Ristaino
|
|
Name: Michael Ristaino
|
|
Title: Authorized Signatory
|