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

  8VC Co-Invest Fund I, 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

  8,320,968 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  8,320,968 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  8,320,968 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  3.7% (2)

  TYPE OF REPORTING PERSON (see instructions)

  PN

All such shares are held of record by 8VC Co-Invest LP (as defined in Item 2(a) of the Original Schedule 13G). 8VC Co-Invest GP (as defined in item 2(a) of the Original Schedule 13G) is the general partner of 8VC Co-Invest LP. Lonsdale (as defined in Item 2(a) of the Original Schedule 13G) is the sole managing member of 8VC Co-Invest GP and may be deemed to have voting, investment and dispositive power with respect to the shares held by 8VC Co-Invest LP.

Based on 225,070,133 shares of the Issuers Common Stock outstanding as of November 4, 2022, as reported by the Issuer in its quarterly report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022 (the Form 10-Q).

  NAMES OF REPORTING PERSONS

  8VC Co-Invest GP I, 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

  8,320,968 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  8,320,968 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  8,320,968 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  3.7% (2)

  TYPE OF REPORTING PERSON (see instructions)

  OO

All such shares are held of record by 8VC Co-Invest LP. 8VC Co-Invest GP is the general partner of 8VC Co-Invest LP. Lonsdale is the sole managing member of 8VC Co-Invest GP and may be deemed to have voting, investment and dispositive power with respect to the shares held by 8VC Co-Invest LP.

Based on 225,070,133 shares of the Issuers Common Stock outstanding as of November 4, 2022, as reported by the Issuer in the Form 10-Q.

  NAMES OF REPORTING PERSONS

  8VC Opportunities Fund 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

  4,975,791 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  4,975,791 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,975,791 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  2.2% (2)

  TYPE OF REPORTING PERSON (see instructions)

  PN

All such shares are held of record by Opportunities II (as defined in Item 2(a) of the Original Schedule 13G). Opportunities GP II (as defined in item 2(a) of the Original Schedule 13G) is the general partner of Opportunities II. Lonsdale is the sole managing member of Opportunities GP II and may be deemed to have voting, investment and dispositive power with respect to the shares held by Opportunities II.

Based on 225,070,133 shares of the Issuers Common Stock outstanding as of November 4, 2022, as reported by the Issuer in the Form 10-Q.

  NAMES OF REPORTING PERSONS

  8VC Opportunities GP 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

  4,975,791 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  4,975,791 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,975,791 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  2.2% (2)

  TYPE OF REPORTING PERSON (see instructions)

  OO

All such shares are held of record by Opportunities II. Opportunities GP II is the general partner of Opportunities II. Lonsdale is the sole managing member of Opportunities GP II and may be deemed to have voting, investment and dispositive power with respect to the shares held by Opportunities II.

Based on 225,070,133 shares of the Issuers Common Stock outstanding as of November 4, 2022, as reported by the Issuer in the Form 10-Q.

  NAMES OF REPORTING PERSONS

  Joe Lonsdale

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

  (a)  ☐ (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  13,296,759 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  13,296,759 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,296,759 (1)(2)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.9% (3)

  TYPE OF REPORTING PERSON (see instructions)

  IN

Consists of (i) 8,320,968 shares of the Issuers Common Stock held of record by 8VC Co-Invest LP and (ii) 4,975,791 shares of the Issuers Common Stock held of record by Opportunities II. 8VC Co-Invest GP is the general partner of 8VC Co-Invest LP. Lonsdale is the sole managing member of 8VC Co-Invest GP and may be deemed to have voting, investment and dispositive power with respect to the shares held by 8VC Co-Invest LP. Opportunities GP II is the general partner of Opportunities II. Lonsdale is the sole managing member of Opportunities GP II and may be deemed to have voting, investment and dispositive power with respect to the shares held by Opportunities II.

The aggregate amount beneficially owned by Joe Lonsdale does not include 16,220,511 shares of the Issuers Common Stock held of record by Formation8 Fund I, L.P. Lonsdale is one of three managing members of Formation8 GP, LLC, the general partner of Formation8, L.P.

Based on 225,070,133 shares of the Issuers Common Stock outstanding as of November 4, 2022, as reported by the Issuer in the Form 10-Q.

Ownership.

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

Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his, her or its pecuniary interest therein.