the State of Delaware recently determined that the exclusive forum provision of federal district courts of the United States of America for resolving any complaint asserting a cause of action arising under the Securities Act is not enforceable. Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales of Equity Securities Wisely Acquisition On October 21, 2021, we entered into an Agreement and Plan of Reorganization, or the Merger Agreement, with Sparty Merger Sub I, Inc., a Delaware corporation and our wholly owned subsidiary, Sparty Merger Sub II, LLC, a Delaware limited liability company and our wholly owned subsidiary, Wisely Inc., a Delaware corporation, or Wisely, and Fortis Advisors LLC, solely in its capacity as the representative of Wisely’s securityholders. The transaction, which we refer to as the Wisely Acquisition, closed on November 4, 2021 pursuant to the terms set forth in the Merger Agreement. On November 4, 2021, as part of the consideration for the Wisely Acquisition, we issued 3,460,168 unregistered shares of our Class A common stock. Such shares of Class A common stock were issued in a private placement pursuant to an exemption from registration under the Securities Act of 1933, as amended, or the Securities Act, provided by Section 4(a)(2) of the Securities Act. Use of Proceeds On March 19, 2021, we closed our IPO of 20,700,000 shares of our Class A common stock at a price to the public of $25.00 per share, including the full exercise by the underwriters of their option to purchase up to an additional 2,700,000 shares of Class A common stock, resulting in net proceeds to us of approximately $485.5 million, after deducting underwriting discounts and commissions. All of the shares issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-253314), which was declared effective by SEC on March 16, 2021. There has been no material change in the planned use of proceeds from our IPO from those disclosed in our Prospectus. Item 6.  Exhibits. The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein. EXHIBIT INDEX 75