Filing Details

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  NextView Ventures II, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  4,734,990 (1)(2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  4,734,990 (1)(2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,734,990 (1)(2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  (3)

  TYPE OF REPORTING PERSON (see instructions)

  PN

All such shares are held of record by NextView Ventures II, L.P. (NextView II). NextView Capital Partners II, LLC (NextView GP II) is the general partner of NextView II and may be deemed to have voting, investment and dispositive power with respect to these securities.

Consists of (i) 50,100 shares of Class A Common Stock, and (ii) 4,684,890 shares of Class A Common Stock issuable upon the conversion of the shares of Class B Common Stock held by NextView II. However, the convertibility of NextView IIs Class B Common Stock is limited pursuant to the terms of the Letter Agreement Regarding Restriction On Conversion Of Class B Common Stock with the Issuer entered into on August 5, 2022 (the Agreement) as a result of the blocker provision of the Agreement described in the following sentence. The Agreement provides that the holder of Class B Common Stock will not have a right to convert, subject to certain exceptions, the Class B Common Stock for Class A Common Stock if, as a result of such conversion, NextView II, together with its affiliates (collectively, the NextView Affiliates), would exceed a beneficial ownership limitation of 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the issuance of the shares of Class A Common Stock upon conversion of the Class B Common Stock being converted.

Does not include 1,262,355 shares of Class B Common Stock held by NextView II subject to the Agreement such that the NextView Affiliates total beneficial ownership cannot exceed 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the issuance of the shares of Class A Common Stock upon conversion of the Class B Common Stock being converted.

  NAMES OF REPORTING PERSONS

  NextView Ventures II-A, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,749,124 (1)(2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,749,124 (1)(2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,749,124 (1)(2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  (3)

  TYPE OF REPORTING PERSON (see instructions)

  PN

All such shares are held of record by NextView Ventures II-A, L.P. (NextView II-A). NextView GP II is the general partner of NextView II-A and may be deemed to have voting, investment and dispositive power with respect to these securities.

Consists of (i) 100 shares of Class A Common Stock, and (ii) 1,749,024 shares of Class A Common Stock issuable upon the conversion of the shares of Class B Common Stock held by NextView II-A. However, the convertibility of NextView II-As Class B Common Stock is limited pursuant to the terms of the Agreement as a result of the blocker provision of the Agreement described in the following sentence. The Agreement provides that the holder of Class B Common Stock will not have a right to convert, subject to certain exceptions, the Class B Common Stock for Class A Common Stock if, as a result of such conversion, the NextView Affiliates would exceed a beneficial ownership limitation of 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the issuance of the shares of Class A Common Stock upon conversion of the Class B Common Stock being converted.

Does not include 503,233 shares of Class B Common Stock held by NextView II-A subject to the Agreement such that the NextView Affiliates total beneficial ownership cannot exceed 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the issuance of the shares of Class A Common Stock upon conversion of the Class B Common Stock being converted.

  NAMES OF REPORTING PERSONS

  NextView Ventures I Co-Invest Fund, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  546,449 (1)(2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  546,449 (1)(2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  546,449 (1)(2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  (3)

  TYPE OF REPORTING PERSON (see instructions)

  PN

All such shares are held of record by NextView Ventures I Co-Invest Fund, L.P. (NextView Co-Invest). NextView Capital Partners Co-Invest, LLC (NextView GP Co-Invest) is the general partner of NextView Co-Invest and may be deemed to have voting, investment and dispositive power with respect to these securities.

Consists of (i) 100 shares of Class A Common Stock, and (ii) 546,349 shares of Class A Common Stock issuable upon the conversion of the shares of Class B Common Stock held by NextView Co-Invest. However, the convertibility of NextView Co-Invests Class B Common Stock is limited pursuant to the terms of the Agreement as a result of the blocker provision of the Agreement described in the following sentence. The Agreement provides that the holder of Class B Common Stock will not have a right to convert, subject to certain exceptions, the Class B Common Stock for Class A Common Stock if, as a result of such conversion, the NextView Affiliates would exceed a beneficial ownership limitation of 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the issuance of the shares of Class A Common Stock upon conversion of the Class B Common Stock being converted.

Does not include 157,148 shares of Class B Common Stock held by NextView Co-Invest subject to the Agreement such that the NextView Affiliates total beneficial ownership cannot exceed 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the issuance of the shares of Class A Common Stock upon conversion of the Class B Common Stock being converted.

  NAMES OF REPORTING PERSONS

  NextView Capital Partners II, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,484,114 (1)(2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,484,114 (1)(2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,484,114 (1)(2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  (3)

  TYPE OF REPORTING PERSON (see instructions)

  OO

NextView GP II is the general partner of each of NextView II and NextView II-A, the respective holders of the securities, and may be deemed to having voting, investment and dispositive power with respect to these securities.

Consists of (i) 4,734,990 of such shares held by NextView II, of which (a) 50,100 of such shares consist of Class A Common Stock, and (b) 4,684,890 of such shares consist of shares of Class A Common Stock issuable upon the conversion of the shares of Class B Common Stock held by NextView II, and (ii) 1,749,124 of such shares held by NextView II-A, of which (a) 100 of such shares consist of Class A Common Stock, and (b) 1,749,024 of such shares consist of shares of Class A Common Stock issuable upon the conversion of the shares of Class B Common Stock held by NextView II-A. However, the convertibility of such Class B Common Stock is limited pursuant to the terms of the Agreement as a result of the blocker provision of the Agreement described in the following sentence. The Agreement provides that the holder of Class B Common Stock will not have a right to convert, subject to certain exceptions, the Class B Common Stock for Class A Common Stock if, as a result of such conversion, the NextView Affiliates would exceed a beneficial ownership limitation of 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the issuance of the shares of Class A Common Stock upon conversion of the Class B Common Stock being converted.

Does not include 1,262,355 shares of Class B Common Stock held by NextView II and 503,233 shares of Class B Common Stock held by NextView II-A, each of which are subject to the Agreement such that the NextView Affiliates total beneficial ownership cannot exceed 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the issuance of the shares of Class A Common Stock upon conversion of the Class B Common Stock being converted.

  NAMES OF REPORTING PERSONS

  NextView Capital Partners Co-Invest, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  546,449 (1)(2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  546,449 (1)(2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  546,449 (1)(2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  (3)

  TYPE OF REPORTING PERSON (see instructions)

  OO

All such shares of record are held by NextView Co-Invest. NextView GP Co-Invest is the general partner of NextView Co-Invest and may be deemed to having voting, investment and dispositive power with respect to these securities.

Consists of (i) 100 shares of Class A Common Stock held by NextView Co-Invest, and (ii) 546,349 shares of Class A Common Stock issuable upon the conversion of the shares of Class B Common Stock held by NextView Co-Invest. However, the convertibility of such Class B Common Stock is limited pursuant to the terms of the Agreement as a result of the blocker provision of the Agreement described in the following sentence. The Agreement provides that the holder of Class B Common Stock will not have a right to convert, subject to certain exceptions, the Class B Common Stock for Class A Common Stock if, as a result of such conversion, the NextView Affiliates would exceed a beneficial ownership limitation of 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the issuance of the shares of Class A Common Stock upon conversion of the Class B Common Stock being converted.

Does not include 157,148 shares of Class B Common Stock held by NextView Co-Invest such that the NextView Affiliates total beneficial ownership cannot exceed 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the issuance of the shares of Class A Common Stock upon conversion of the Class B Common Stock being converted.

Name of Issuer:

Address of Issuers Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office, or if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Except to the extent of its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares, except for the shares, if any, such Reporting Person holds of record.

Ownership of Five Percent or Less of a Class.

Ownership of More Than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of the Group.

Certifications.