SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2

(Amendment No. 1)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* 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.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Consists of (i) 3,614,000 shares held directly by Replay Sponsor, LLC (the “Sponsor”) and indirectly by Edmond Safra and Gregorio Werthein as managers of the Sponsor and (ii) 3,597,815 shares held directly by EMS Opportunity Ltd. (“EMS Opportunity”) and indirectly by Mr. Safra as the sole shareholder of EMS Capital Holding Inc. (“EMS Holding”), which is the general partner of EMS Capital LP (“EMS Capital”), the investment manager of EMS Opportunity. Each of Messrs. Safra and Werthein disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Excludes 4,258,500 unvested shares issued in the name of the Sponsor that are subject to vesting and forfeiture. The 4,258,500 unvested shares are not entitled to receive any dividends or other distributions, do not have any other economic rights until such shares are vested, and will not be entitled to receive back dividends or other distributions or any other form of economic “catch-up” once they become vested. Additionally, for so long as they remain unvested, such shares are subject to restrictions on transfer and holders of unvested shares have no discretion in how such shares are voted.

* Consists of shares held directly by EMS Opportunity and indirectly by Mr. Safra as the sole shareholder of EMS Holding, which is the general partner of EMS Capital, the investment manager of EMS Opportunity. Mr. Safra disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

* Consists of shares held directly by EMS Opportunity and indirectly by Mr. Safra as the sole shareholder of EMS Holding, which is the general partner of EMS Capital, the investment manager of EMS Opportunity. Mr. Safra disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

* Consists of shares held directly by EMS Opportunity and indirectly by Mr. Safra as the sole shareholder of EMS Holding, which is the general partner of EMS Capital, the investment manager of EMS Opportunity. Mr. Safra disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

* Consists of shares held directly by the Sponsor and indirectly by Edmond Safra and Gregorio Werthein as managers of the Sponsor. Each of Messrs. Safra and Werthein disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Excludes 4,258,500 unvested shares issued in the name of the Sponsor that are subject to vesting and forfeiture. The 4,258,500 unvested shares are not entitled to receive any dividends or other distributions, do not have any other economic rights until such shares are vested, and will not be entitled to receive back dividends or other distributions or any other form of economic “catch-up” once they become vested. Additionally, for so long as they remain unvested, such shares are subject to restrictions on transfer and holders of unvested shares have no discretion in how such shares are voted.

* Consists of shares held directly by the Sponsor and indirectly by Edmond Safra and Gregorio Werthein as managers of the Sponsor. Each of Messrs. Safra and Werthein disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Excludes 4,258,500 unvested shares issued in the name of the Sponsor that are subject to vesting and forfeiture. The 4,258,500 unvested shares are not entitled to receive any dividends or other distributions, do not have any other economic rights until such shares are vested, and will not be entitled to receive back dividends or other distributions or any other form of economic “catch-up” once they become vested. Additionally, for so long as they remain unvested, such shares are subject to restrictions on transfer and holders of unvested shares have no discretion in how such shares are voted.

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:_________________

Not Applicable.

The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 58,936,744 shares of Class A Common Stock outstanding as of November 12, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2021.

Each of Messrs. Safra and Werthein disclaims beneficial ownership of the securities described herein except to the extent of his pecuniary interest therein.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not Applicable.

Not Applicable.

 Not Applicable.

 Not Applicable.

 Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

* The Powers of Attorney given by each of Edmond Safra, Replay Sponsor, LLC and Gregorio Werthein were previously filed as exhibits 24.1 to the Form 3s filed with the SEC by each such Reporting Person on April 3, 2019, and are each herein incorporated by reference.

Exhibit 1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. 

* The Powers of Attorney given by each of Edmond Safra, Replay Sponsor, LLC and Gregorio Werthein were previously filed as exhibits 24.1 to the Form 3s filed with the SEC by each such Reporting Person on April 3, 2019, and are each herein incorporated by reference.