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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 2 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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||||
VIKING GLOBAL INVESTORS LP
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
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||
(b)
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☐
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||||
AF
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|||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
Delaware
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|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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|||
0
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|||||
8
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SHARED VOTING POWER
|
||||
302,942,974 (1)
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|||||
9
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SOLE DISPOSITIVE POWER
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||||
0
|
|||||
10
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SHARED DISPOSITIVE POWER
|
||||
302,942,974 (1)
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|||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
302,942,974 (1)
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|||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||||
22.8% (2)
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|||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||||
PN
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|||||
1. |
See Item 5.
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2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 3 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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VIKING GLOBAL OPPORTUNITIES GP LLC
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||||
AF
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|||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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|||
0
|
|||||
8
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SHARED VOTING POWER
|
||||
302,942,974 (1)
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|||||
9
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SOLE DISPOSITIVE POWER
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||||
0
|
|||||
10
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SHARED DISPOSITIVE POWER
|
||||
302,942,974 (1)
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|||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
302,942,974 (1)
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|||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||||
22.8% (2)
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|||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||||
OO
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|||||
1. |
See Item 5.
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2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 4 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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||||
VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
|
||
(b)
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☐
|
||||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||||
AF
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|||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
|
|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
302,942,974 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
302,942,974 (1)
|
|||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
302,942,974 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
22.8% (2)
|
|||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
1. |
See Item 5.
|
2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 5 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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||||
VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
|
||||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||||
WC
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|||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
|
|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
Cayman Islands
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|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
302,942,974 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
302,942,974 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
302,942,974 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
22.8% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
1. |
See Item 5.
|
2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 6 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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||||
O. ANDREAS HALVORSEN
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
|
☐
|
||
3
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SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
AF
|
|||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Norway
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
302,942,974 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
302,942,974 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
302,942,974 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
22.8% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
1. |
See Item 5.
|
2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
|
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 7 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
|
||||
DAVID C. OTT
|
|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
3
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SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
AF
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States of America
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
302,942,974 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
302,942,974 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
302,942,974 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
22.8% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
1. |
See Item 5.
|
2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
|
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 8 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
|
||||
ROSE S. SHABET
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
AF
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States of America
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
302,942,974 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
302,942,974 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
302,942,974 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
22.8% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
1. |
See Item 5.
|
2. |
The percentages set forth herein are based on 1,330,072,374 shares of Common Stock outstanding upon closing of the Issuer’s Business Combination on September 16, 2021, according to the Issuer’s prospectus supplement
on Form 424B3 dated September 20, 2021.
|
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 9 of 13 Pages
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
|
i. |
Viking Global Investors LP (“VGI”), a Delaware limited partnership;
|
ii. |
Viking Global Opportunities GP LLC (“Opportunities GP”), a Delaware limited liability company;
|
iii. |
Viking Global Opportunities Portfolio GP LLC (“Opportunities Portfolio GP”), a Delaware limited liability company;
|
iv. |
Viking Global Opportunities Illiquid Investments Sub-Master LP (“VGOP”), a Cayman Islands exempted limited partnership;
|
v. |
O. Andreas Halvorsen (“Mr. Halvorsen”), a citizen of Norway;
|
vi. |
David C. Ott (“Mr. Ott”), a citizen of the United States of America; and
|
vii. |
Rose S. Shabet (Ms. Shabet), a citizen of the United States of America.
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Item 3. |
Source and Amount of Funds or Other Consideration
|
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SCHEDULE 13D
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CUSIP No.: 37611X100
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Page 10 of 13 Pages
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Item 4. |
Purpose of Transaction
|
a) |
the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
|
b) |
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
c) |
a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
d) |
any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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e) |
any material change in the present capitalization or dividend policy of the Issuer;
|
f) |
any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
|
g) |
changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
|
h) |
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter−dealer quotation system of a registered national securities
association;
|
i) |
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
|
j) |
any action similar to any of those enumerated above.
|
Item 5. |
Interest in Securities of the Issuer
|
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SCHEDULE 13D
|
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|
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CUSIP No.: 37611X100
|
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Page 11 of 13 Pages
|
Item 6. |
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer
|
Item 7. |
Material to Be Filed as Exhibits
|
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SCHEDULE 13D
|
|
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|
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CUSIP No.: 37611X100
|
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Page 12 of 13 Pages
|
By:
|
/s/ Scott M. Hendler
|
||
Name:
|
Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
|
||
By:
|
/s/ Scott M. Hendler
|
||
Name:
|
Scott M. Hendler on behalf of David C. Ott (2)
|
||
By:
|
/s/ Scott M. Hendler
|
||
Name:
|
Scott M. Hendler on behalf of Rose S. Shabet (3)
|
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SCHEDULE 13D
|
|
|
|
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CUSIP No.: 37611X100
|
|
Page 13 of 13 Pages
|
By:
|
/s/ Scott M. Hendler
|
||
Name:
|
Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
|
||
By:
|
/s/ Scott M. Hendler
|
||
Name:
|
Scott M. Hendler on behalf of David C. Ott (2)
|
||
By:
|
/s/ Scott M. Hendler
|
||
Name:
|
Scott M. Hendler on behalf of Rose S. Shabet (3)
|