Sec Form 13D Filing - GENERAL ATLANTIC L.P. filing for CinCor Pharma Inc. (CINC) - 2022-01-21

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

CinCor Pharma, Inc.

(Name of Issuer)

Common stock, par value $0.00001 per share

(Title of Class of Securities)

17240Y109

(CUSIP Number)

Michael Gosk c/o General Atlantic Service Company, L.P. 55 East 52nd Street, 33rd Floor New York, New York 10055 (212) 715-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 11, 2022

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent.

 

*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 disclosures provided in a prior cover page.

 

The information required on 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 2 of 26

 

 

1	NAME OF REPORTING PERSON   General Atlantic, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   PN

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 3 of 26

 

 

1	NAME OF REPORTING PERSON   General Atlantic Partners (Bermuda) EU, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   PN

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 4 of 26

 

 

1	NAME OF REPORTING PERSON   General Atlantic Partners (Lux) SCSp
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Luxembourg

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   PN

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 5 of 26

 

 

1	NAME OF REPORTING PERSON   General Atlantic GenPar (Lux) SCSp
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Luxembourg

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   PN

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 6 of 26

 

 

1	NAME OF REPORTING PERSON   General Atlantic (Lux) S.à r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Luxembourg

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   CO

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 7 of 26

 

 

1	NAME OF REPORTING PERSON   General Atlantic GenPar (Bermuda), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   PN

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 8 of 26

 

 

1	NAME OF REPORTING PERSON   GAP (Bermuda) L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   PN

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 9 of 26

 

 

1	NAME OF REPORTING PERSON   General Atlantic GenPar, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   PN

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 10 of 26

 

 

1	NAME OF REPORTING PERSON   General Atlantic Partners 100 L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   PN

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 11 of 26

 

 

1	NAME OF REPORTING PERSON   General Atlantic (SPV) GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   OO

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 12 of 26

 

 

1	NAME OF REPORTING PERSON   General Atlantic (CIN), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   PN

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 13 of 26

 

 

1	NAME OF REPORTING PERSON   GAP Coinvestments III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   OO	0;

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 14 of 26

 

 

1	NAME OF REPORTING PERSON   GAP Coinvestments IV, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   OO

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 15 of 26

 

 

1	NAME OF REPORTING PERSON   GAP Coinvestments V, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   OO

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 16 of 26

 

 

1	NAME OF REPORTING PERSON   GAP Coinvestments CDA, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   4,126,470
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   4,126,470

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,126,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.3%
14	TYPE OF REPORTING PERSON   PN

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 17 of 26

 

 

Item 1.

Security and Issuer.

 

This Schedule 13D (the “Statement”) relates to the common stock, par value $0.00001 per share (the “common stock”) of CinCor Pharma, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 200 Clarendon Street, 6th Floor, Boston, MA.

 

Item 2.

Identity and Background.

 

(a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are:

(i)

General Atlantic, L.P., a Delaware limited partnership (“GA LP”);

 

(ii)

General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership (“GAP Bermuda EU”);

 

(iii)

General Atlantic Partners (Lux) SCSp, a Luxembourg special limited partnership (“GAP Lux”);

 

(iv)

General Atlantic GenPar (Lux) SCSp, a Luxembourg special limited partnership (“GA GenPar Lux”);

 

(v)

General Atlantic (Lux) S.à r.l., a Luxembourg private limited liability company (“GA Lux Sarl”);

;

 

(vi)

General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“GA GenPar Bermuda”);

 

(vii)

GAP (Bermuda) L.P., a Bermuda exempted limited partnership (“GAP Bermuda”);

 

(viii)

General Atlantic GenPar, L.P., a Delaware limited partnership (“GA GenPar”);

 

(ix)

General Atlantic Partners 100 L.P., a Delaware limited partnership (“GAP 100”);

 

	(x)	General Atlantic (SPV) GP, LLC, a Delaware limited liability corporation (“GA SPV”);
	(xi)	General Atlantic (CIN), L.P., a Delaware limited partnership (“GA CIN”);
	(xii)	GAP Coinvestments III, LLC, a Delaware limited liability corporation (“GAPCO III”);
	(xiii)	GAP Coinvestments IV, LLC, a Delaware limited liability corporation (“GAPCO IV”);
	(xiv)	GAP Coinvestments V, LLC, a Delaware limited liability corporation (“GAPCO V”); and
	(xv)	GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”).

 

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 18 of 26

 

 

Each of the foregoing is referred to as a Reporting Person and collectively as the “Reporting Persons.” GAP 100, GAP Bermuda EU, GAP Lux, GAPCO CDA, GAPCO III, GAPCO IV, and GAPCO V are collectively referred to as the “GA Funds.”

The address of GA LP, GA GenPar, GAP 100, GA SPV, GA CIN, GAPCO III, GAPCO IV, GAPCO V, and GAPCO CDA is C/O General Atlantic Service Co., L.P., 55 East 52^nd Street, 33^rd Floor, New York, New York, 10055. The address of GAP Bermuda EU, GA GenPar Bermuda, and GAP Bermuda is C/O Conyers Client Services Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The address of GAP Lux, GA GenPar Lux and GA Lux Sarl is 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg. 

Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.

The GA Funds share beneficial ownership of the shares of common stock held of record by GA CIN. The general partner of GA CIN is GA SPV. The general partner of GAP Lux is GA GenPar Lux and the general partner of GA GenPar Lux is GA Lux Sarl. The general partner of GAP Bermuda EU and the sole shareholder of GA Lux is GA GenPar Bermuda. GAP Bermuda is the general partner of GA GenPar Bermuda. The general partner of GAP 100 is GA GenPar. GA LP, which is controlled by the management committee of GASC MGP, LLC (the “GA Management Committee”), is the general partner of GA GenPar and GAPCO CDA, the managing member of GAPCO III, GAPCO IV and GAPCO V, and the sole member of GA SPV. GAP Bermuda is also controlled by the GA Management Committee. There are nine members of the GA Management Committee as of the date hereof. Each of the members of the GA Management Committee disclaims ownership of the ordinary shares except to the extent he has a pecuniary interest therein. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the members of the GA Management Committee is as a managing director of GA LP.

(d)-(e) None of the Reporting Persons and none of the individuals listed on Schedule A has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 19 of 26

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

In connection with the closing of the initial public offering (the “IPO”) of the Issuer on January 11, 2022, 8,250,000 shares of Series B Preferred Stock of the Issuer held directly by GA CIN automatically converted into 2,426,470 shares of common stock of the Issuer on a 3.4:1 basis.

GA CIN purchased 1,700,000 shares of common stock at a price of $16.00 per share in the IPO. The funds to purchase the shares of common stock were obtained from contributions from the GA Funds.

 

Item 4.

Purpose of Transaction.

 

The Reporting Persons acquired the common stock reported herein for investment purposes. Consistent with such purposes, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, management of the Issuer, one or more members of the board of directors of the Issuer, and may make suggestions concerning the Issuer’s operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, the composition of the board of directors of the Issuer and such other matters as the Reporting Persons may deem relevant to their investment in the common stock. The Reporting Persons expect that they will, from time to time, review their investment position in the common stock or the Issuer and may, depending on the Issuer’s performance and other market conditions, increase or decrease their investment position in the common stock. The Reporting Persons may, from time to time, make additional purchases of common stock either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Issuer’s business, prospects and financial condition, the market for the common stock, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the common stock and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities, including the common stock.

 

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 20 of 26

 

 

Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.

 

Item 5.

Interest in Securities of the Issuer.

 

(a) The percentages used herein are calculated based upon on an aggregate of 36,519,099 common stock issued and outstanding following the closing of the IPO, as reported in the Issuer’s prospectus filed under Rule 424(b)(4), dated January 6, 2022, filed with the U. S. Securities and Exchange Commission (the “SEC”) on January 7, 2022.

As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 4,126,470 common stock, or approximately 11.3% of the aggregate 36,519,099 shares of common stock.

By virtue of the fact that (i) the GA Funds contributed the capital to fund GA CIN’s purchases of common stock and share beneficial ownership of such common stock, (ii) GA SPV is the general partner of GA CIN, (iii) GAP Bermuda is the general partner of GA GenPar Bermuda, and GenPar Bermuda is the general partner of GAP Bermuda EU, and is the sole shareholder of GA Sarl, (iv) GA Sarl is the general partner of GA GenPar Lux and GA GenPar Lux is the general partner of GAP Lux, and (v) GAP Lux has appointed Carne Global Fund Management (Luxembourg) S.A. (the “AIFM”) as the alternative investment fund manager of GAP Lux pursuant to an alternative investment fund management agreement to undertake all functions required of an external alternative investment fund manager under the Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended from time to time and GAP Lux has also entered into a delegated portfolio management and distribution agreement with the AIFM and General Atlantic Service Company, L.P. (“GASC”) in order to appoint GASC to act as the portfolio manager of GAP Lux (vi) GA LP is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and the sole member of GA SPV, and (vii) the members of the GA Management Committee control the investment decisions of GA LP, GAP Bermuda and, with respect to GAP Lux, GASC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the shares of common stock owned of record by GA CIN. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own an aggregate of 4,126,470 common stock, or approximately 11.3% of the aggregate 36,519,099 common stock as described above.

(b) Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 4,126,470 shares of common stock that may be deemed to be beneficially owned by each of them.

(c) Except as set forth in Item 3, or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the 4,126,470 shares of common stock during the past 60 days.

(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.

(e) Not applicable.

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 21 of 26

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

 

The information disclosed under Item 3 and Item 4 above is hereby incorporated by reference into this Item 6.

Please see Item 5(a), which is hereby incorporated by reference. The GA Funds and the members of the GA Management Committee may, from time to time, consult among themselves and coordinate the voting and disposition of ordinary shares held of record by GA CIN as well as such other action taken on behalf of the Reporting Persons with respect to the common stock held by the Reporting Persons as they deem to be in the collective interest of the Reporting Persons.

Pursuant to an Investors’ Rights Agreement (the “Investors’ Rights Agreement”), dated September 22, 2021, by and among the Issuer, GA CIN and the other shareholders of the Issuer named therein, the Reporting Persons are entitled to certain customary demand registration and piggyback registration rights, in each case subject to the terms and conditions of the Investors’ Rights Agreement. The Investors’ Rights Agreement terminated upon the closing of the IPO, except for the registration rights granted thereunder.

The foregoing description of the Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Investors’ Rights Agreement. The Investors’ Rights Agreement is filed as Exhibit 2, and is incorporated herein by reference.

In addition, GA CIN entered into a customary lock-up agreement with the underwriters in the IPO (the “Lock-Up Agreement”), pursuant to which it agreed, subject to specified exceptions, not to directly or indirectly (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, shares of common stock or any other securities convertible into shares of common stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether such transaction in (1) or (2) above is to be settled by delivery of such newly issued shares of common stock or such other securities, in cash or otherwise, for a period commencing on October 27, 2021 and ending 180 days after January 6, 2022, the date of the final prospectus with respect to the IPO. GA CIN may, however, transfer any of the securities to any affiliate, provided that such affiliate is bound by the balance of the lock-up period.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreement. A copy of the Lock-Up Agreement is attached hereto as Exhibit 3, and is incorporated herein by reference.

The Reporting Persons entered into a Joint Filing Agreement on January 21, 2022 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as Exhibit 1.

 

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 22 of 26

 

 

Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.

Materials to be Filed as Exhibits.

 

Exhibit 1:	Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act.
Exhibit 2:	Amended and Restated Investors’ Rights Agreement, by and among the Issuer and General Atlantic (CIN), L.P. and certain other shareholders of the Issuer named therein dated September 22, 2021 (incorporated by reference to Exhibit 4.1 to the Issuer’s Amended Registration Statement on Form S-1 (Registration No. 333-261738) filed with the Securities and Exchange Commission on January 3, 2022).
Exhibit 3:	Lock-Up Agreement between the Representatives named therein and General Atlantic (CIN), L.P., dated as of October 27, 2021.

 

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 23 of 26

 

 

SIGNATURES

 

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.

 

Dated: January 21, 2022

 

	GENERAL ATLANTIC, L.P.
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director
	GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P.
	By:	GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner
	By:	GAP (BERMUDA) L.P., its general partner
	By:	GAP (BERMUDA) GP LIMITED, its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director
	GENERAL ATLANTIC PARTNERS (LUX) SCSP
	By:	GENERAL ATLANTIC GENPAR (LUX) SCSP, its general partner
	By:	GENERAL ATLANTIC (LUX) S.À R.L., its general partner
	By:	/s/ Ingrid van der Hoorn
		Name:	Ingrid van der Hoorn
		Title:	Manager A
	By:	/s/ Gregor Dalrymple
		Name: Title:	Gregor Dalrymple Manager B

 

 

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 24 of 26

 

 

	GENERAL ATLANTIC GENPAR, (LUX) SCSP
	By:	GENERAL ATLANTIC (LUX) S.À R.L., its general partner
	By:	/s/ Ingrid van der Hoorn
		Name:	Ingrid van der Hoorn
		Title:	Manager A
	By:	/s/ Gregor Dalrymple
		Name: Title:	Gregor Dalrymple Manager B
	GENERAL ATLANTIC (LUX) S.À R.L.
	By:	/s/ Ingrid van der Hoorn
		Name:	Ingrid van der Hoorn
		Title:	Manager A
	By:	/s/ Gregor Dalrymple
		Name:	Gregor Dalrymple
		Title:	Manager B

 

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 25 of 26

 

 

	GENERAL ATLANTIC GENPAR, (BERMUDA), L.P.
	By:	GAP (BERMUDA) L.P., its general partner
	By:	GAP (BERMUDA) GP LIMITED, its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director
	GAP (BERMUDA) L.P.
	By:	GAP (BERMUDA) GP LIMITED, its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director
	GENERAL ATLANTIC GENPAR, L.P.
	By:	GENERAL ATLANTIC, L.P., its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

	GENERAL ATLANTIC PARTNERS 100 L.P.
	By:	GENERAL ATLANTIC GENPAR, L.P., its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director
	GENERAL ATLANTIC SPV (GP), LLC
	By:	GENERAL ATLANTIC, L.P., its sole member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

CUSIP No. 17240Y109

SCHEDULE 13D

Page 26 of 26

 

 

	GENERAL ATLANTIC (CIN), L.P.
	By:	GENERAL ATLANTIC (SPV) GP, LLC, its general partner
	By:	GENERAL ATLANTIC, L.P., its sole member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

	GAP COINVESTMENTS III, LLC
	By:	GENERAL ATLANTIC, L.P., its managing member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

	GAP COINVESTMENTS IV, LLC
	By:	GENERAL ATLANTIC, L.P., its managing member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director
	GAP COINVESTMENTS V, LLC
	By:	GENERAL ATLANTIC, L.P., its managing member
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director
	GAP COINVESTMENTS CDA, L.P.
	By:	GENERAL ATLANTIC, L.P., its general partner
	By:	/s/ Michael Gosk
		Name:	Michael Gosk
		Title:	Managing Director

 

 

 

SCHEDULE A

 

Members of the GA Management Committee (as of the date hereof)

 

Name	Address	Citizenship
William E. Ford (Chief Executive Officer)	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Gabriel Caillaux	23 Savile Row London W1S 2ET United Kingdom	France
Andrew Crawford	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Martin Escobari	55 East 52nd Street 33rd Floor New York, New York 10055	Bolivia and Brazil
Anton J. Levy	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Sandeep Naik	Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960	United States
Graves Tompkins	55 East 52nd Street 33rd Floor New York, New York 10055	United States
N. Robbert Vorhoff	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Eric Zhang	Suite 5704-5706, 57F Two IFC, 8 Finance Street Central, Hong Kong, China	Hong Kong SAR