Filing Details

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

  Formation8 Partners 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

  29,859,900 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  29,859,900 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  29,859,900 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.3% (2)

  TYPE OF REPORTING PERSON (see instructions)

  PN

All such shares are held of record by F8 LP (as defined in Item 2(a) of the Original Schedule). F8 GP (as defined in Item 2(a) of the Original Schedule 13G) is the general partner of F8 LP. James Kim, Brian Koo and Joe Lonsdale are the managing members of F8 GP and may be deemed to share voting, investment and dispositive power with respect to the shares held by F8 LP.

Based on 695,012,154 shares of the Issuers Common Stock outstanding as of February 1, 2023, as reported by the Issuer to the Reporting Persons.

  NAMES OF REPORTING PERSONS

  F8 Starlight II SPV, 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

  0

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  0.0%

  TYPE OF REPORTING PERSON (see instructions)

  PN

  NAMES OF REPORTING PERSONS

  Formation8 GP, 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

  29,859,900 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  29,859,900 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  29,859,900 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.3% (2)

  TYPE OF REPORTING PERSON (see instructions)

  OO

All such shares are held of record by F8 LP. F8 GP is the general partner of F8 LP. James Kim, Brian Koo and Joe Lonsdale are the managing members of F8 GP and may be deemed to share voting, investment and dispositive power with respect to the shares held by F8 LP.

Based on 695,012,154 shares of the Issuers Common Stock outstanding as of February 1, 2023, as reported by the Issuer to the Reporting Persons.

  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

  2,116,897 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,116,897 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,116,897 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  0.3% (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. Joe 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 695,012,154 shares of the Issuers Common Stock outstanding as of February 1, 2023, as reported by the Issuer to the Reporting Persons.

  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

  2,116,897 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,116,897 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,116,897 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  0.3% (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. Joe 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 695,012,154 shares of the Issuers Common Stock outstanding as of February 1, 2023, as reported by the Issuer to the Reporting Persons.

  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

  4,095,380 (1)

  SHARED VOTING POWER

  29,859,900 (2)

  SOLE DISPOSITIVE POWER

  4,095,380 (1)

  SHARED DISPOSITIVE POWER

  29,859,900 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  33,955,280 (1)(2)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.9% (3)

  TYPE OF REPORTING PERSON (see instructions)

  IN

Consists of (i) 1,477,490 shares of the Issuers Common Stock held of record by Joe Lonsdale, (ii) 2,116,897 shares of the Issuers Common Stock held of record by 8VC Co-Invest LP, (iii) 462,486 shares of the Issuers Common Stock held of record by JTL Trust (as defined in item 2(a) of the Original Schedule 13G), (iv) 1,645 shares of the Issuers Common Stock held of record by Family Holdings (as defined in item 2(a) of the Original Schedule 13G), (v) 31,422 shares of the Issuers Common Stock held of record by Roth IRA (as defined in item 2(a) of the Original Schedule 13G) and (vi) 5,440 shares of the Issuers Common Stock held of record by TVP (as defined in item 2(a) of the Original Schedule 13G).

All such shares are held of record by F8 LP. F8 GP is the general partner of F8 LP. James Kim, Brian Koo and Joe Lonsdale are the managing members of F8 GP and may be deemed to share voting, investment and dispositive power with respect to the shares held by F8 LP.

Based on 695,012,154 shares of the Issuers Common Stock outstanding as of February 1, 2023, as reported by the Issuer to the Reporting Persons.

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

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