Sec Form 13G Filing - True Ventures III L.P. filing for HashiCorp Inc. (HCP) - 2023-02-10

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

 

HashiCorp, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

418100103

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

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

 

¨      Rule 13d-1(b)

 

¨      Rule 13d-1(c)

 

x      Rule 13d-1(d)

 

*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 (“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).

 

(Continued on following pages)

 

 

CUSIP #418100103

Page 2 of 16

 

1	NAME OF REPORTING PERSONS      True Ventures III, L.P. (“TV III”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 7,900,4511 shares, except that True Venture Partners III, L.L.C. (“TVP III”), the general partner of TV III, may be deemed to have sole power to vote these shares, and Philip D. Black (“Black”) and Jon Callaghan (“Callaghan”), the managing members of TVP III, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 7,900,4511 shares, except that TVP III, the general partner of TV III, may be deemed to have sole power to dispose of these shares, and Black and Callaghan, the managing members of TVP III, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	7,900,451
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	8.8%2
12	TYPE OF REPORTING PERSON	PN

 

¹ The Reporting Person holds 7,900,451 shares of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the election of the Reporting Person to the extent such conversion would not result in the Reporting Person or other investment entities managed by, or individuals affiliated with, the Reporting Person, holding more than 9.99% of the outstanding Class A Common Stock.

² This percentage is calculated based on 89,850,322 shares of Class A Common Stock, which is the sum of the 81,949,871 shares of Class A Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in its Form 10-Q for the quarter ended October 31, 2022, filed on December 7, 2022 (the “Form 10-Q”), and the number of shares of Class B Common Stock held by the Reporting Person that are convertible into Class A Common Stock, but does not include the other 98,117,882 shares of Class B Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q.

 

 

1	NAME OF REPORTING PERSONS      True Ventures III-A, L.P. (“TV III-A”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 649,3743 shares, except that TVP III, the general partner of TV III-A, may be deemed to have sole power to vote these shares, and Black and Callaghan, the managing members of TVP III, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 649,3743 shares, except that TVP III, the general partner of TV III-A, may be deemed to have sole power to dispose of these shares, and Black and Callaghan, the managing members of TVP III, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	649,374
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.8%4
12	TYPE OF REPORTING PERSON	PN

 

³ The Reporting Person holds 649,374 shares of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the election of the Reporting Person to the extent such conversion would not result in the Reporting Person or other investment entities managed by, or individuals affiliated with, the Reporting Person, holding more than 9.99% of the outstanding Class A Common Stock.

⁴ This percentage is calculated based on 82,599,245 shares of Class A Common Stock, which is the sum of the 81,949,871 shares of Class A Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q, and the number of shares of Class B Common Stock held by the Reporting Person that are convertible into Class A Common Stock, but does not include the other 105,368,959 shares of Class B Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q.

 

 

1	NAME OF REPORTING PERSONS      True Venture Partners III, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 8,549,8255 shares, which are directly owned by TV III and TV III-A.  TVP III, the general partner of TV III and TV III-A, may be deemed to have sole power to vote these shares, and Black and Callaghan, the managing members of TVP III, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 8,549,8255 shares, which are directly owned by TV III and TV III-A.  TVP III, the general partner of TV III and TV III-A, may be deemed to have sole power to dispose of these shares, and Black and Callaghan, the managing members of TVP III, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	8,549,825
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	9.5%6
12	TYPE OF REPORTING PERSON	OO

 

⁵ The Reporting Person holds beneficial ownership of 8,549,825 shares of Class B Common Stock, 7,900,451 which are directly held by TV III and 649,374 which are directly held by TV III-A. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the election of TV III and TV III-A to the extent such conversion would not result in the Reporting Person or other investment entities managed by, or individuals affiliated with, the Reporting Person, holding more than 9.99% of the outstanding Class A Common Stock.

⁶ This percentage is calculated based on 90,499,696 shares of Class A Common Stock, which is the sum of the 81,949,871 shares of Class A Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q, and the number of shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock, but does not include the other 97,468,508 shares of Class B Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q.

 

 

1	NAME OF REPORTING PERSONS      True Ventures Select II, L.P. (“TVS II”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 379,9357 shares, except that True Venture Partners Select II, L.L.C. (“TVPS II”), the general partner of TVS II, may be deemed to have sole power to vote these shares, and Black and Callaghan, the managing members of TVPS II, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 379,9357 shares, except that TVPS II, the general partner of TVS II, may be deemed to have sole power to dispose of these shares, and Black and Callaghan, the managing members of TVPS II, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	379,935
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.5%8
12	TYPE OF REPORTING PERSON	PN

 

⁷ The Reporting Person holds 379,935 shares of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the election of the Reporting Person to the extent such conversion would not result in the Reporting Person or other investment entities managed by, or individuals affiliated with, the Reporting Person, holding more than 9.99% of the outstanding Class A Common Stock.

⁸ This percentage is calculated based on 82,329,806 shares of Class A Common Stock, which is the sum of the 81,949,871 shares of Class A Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q, and the number of shares of Class B Common Stock held by the Reporting Person that are convertible into Class A Common Stock, but does not include the other 105,638,398 shares of Class B Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q.

 

 

1	NAME OF REPORTING PERSONS      True Venture Partners Select II, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 379,9359 shares, of which 379,935 are directly owned by TVS II.  TVPS II, the general partner of TVS II, may be deemed to have sole power to vote these shares, and Black and Callaghan, the managing members of TVPS II, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 379,9359 shares, of which 379,935 are directly owned by TVS II.  TVPS II, the general partner of TVS II, may be deemed to have sole power to dispose of these shares, and Black and Callaghan, the managing members of TVPS II, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	379,935
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.5%10
12	TYPE OF REPORTING PERSON	OO

 

⁹ The Reporting Person holds beneficial ownership of 379,935 shares of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the election of TVS II to the extent such conversion would not result in the Reporting Person or other investment entities managed by, or individuals affiliated with, the Reporting Person, holding more than 9.99% of the outstanding Class A Common Stock.

¹⁰ This percentage is calculated based on 82,329,806 shares of Class A Common Stock, which is the sum of the 81,949,871 shares of Class A Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q, and the number of shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock, but does not include the other 105,638,398 shares of Class B Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q.

 

 

1	NAME OF REPORTING PERSONS      True Ventures Select III, L.P. (“TVS III”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 22,40411 shares, except that True Venture Partners Select III, L.L.C. (“TVPS III”), the general partner of TVS III, may be deemed to have sole power to vote these shares, and Black and Callaghan, the managing members of TVPS III, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 22,40411 shares, except that TVPS III, the general partner of TVS III, may be deemed to have sole power to dispose of these shares, and Black and Callaghan, the managing members of TVPS III, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	22,404
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0%12
12	TYPE OF REPORTING PERSON	PN

 

¹¹ The Reporting Person holds 22,404 shares of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the election of the Reporting Person to the extent such conversion would not result in the Reporting Person or other investment entities managed by, or individuals affiliated with, the Reporting Person, holding more than 9.99% of the outstanding Class A Common Stock.

¹² This percentage is calculated based on 81,972,275 shares of Class A Common Stock, which is the sum of the 81,949,871 shares of Class A Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q, and the number of shares of Class B Common Stock held by the Reporting Person that are convertible into Class A Common Stock, but does not include the other 105,995,929 shares of Class B Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q.

 

 

1	NAME OF REPORTING PERSONS      True Venture Partners Select III, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 22,40413 shares, of which 22,404 are directly owned by TVS III.  TVPS III, the general partner of TVS III, may be deemed to have sole power to vote these shares, and Black and Callaghan, the managing members of TVPS III, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 22,40413 shares, of which 22,404 are directly owned by TVS III.  TVPS III, the general partner of TVS III, may be deemed to have sole power to dispose of these shares, and Black and Callaghan, the managing members of TVPS III, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	22,404
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0%14
12	TYPE OF REPORTING PERSON	OO

 

¹³ The Reporting Person holds beneficial ownership of 22,404 shares of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the election of TVS III to the extent such conversion would not result in the Reporting Person or other investment entities managed by, or individuals affiliated with, the Reporting Person, holding more than 9.99% of the outstanding Class A Common Stock.

¹⁴ This percentage is calculated based on 81,972,275 shares of Class A Common Stock, which is the sum of the 81,949,871 shares of Class A Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q, and the number of shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock, but does not include the other 105,995,929 shares of Class B Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q.

 

 

1	NAME OF REPORTING PERSONS      Philip D. Black
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 261,005 shares.
	6	SHARED VOTING POWER 8,834,420 shares, which are directly owned by TV III, TV III-A, TVS II, TVS III and a limited liability company controlled by Black. TVP III is the general partner of TV III and TV III-A, TVPS II is the general partner of TVS II and TVPS III is the general partner of TVS III, and Black, a managing member of TVP III, TVPS II and TVPS III, may be deemed to have shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 261,005 shares.
	8	SHARED DISPOSITIVE POWER 8,834,420 shares, which are directly owned by TV III, TV III-A, TVS II, TVS III and a limited liability company controlled by Black.  TVP III is the general partner of TV III and TV III-A, TVPS II is the general partner of TVS II and TVPS III is the general partner of TVS III, and Black, a managing member of TVP III, TVPS II and TVPS III, may be deemed to have shared power to dispose of these shares.

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	9,095,42515
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	9.9%15
12	TYPE OF REPORTING PERSON	IN

 

¹⁵ The Reporting Person directly holds 261,005 shares of Class A Common Stock and holds beneficial ownership of (i) 10,485 shares of Class A Common Stock, which are directly held by a limited liability company controlled by the Reporting Person and (ii) 8,952,164 shares of Class B Common Stock, 7,900,451 which are directly held by TV III, 649,374 which are directly held by TV III-A, 379,935 which are directly held by TVS II and 22,404 which are directly held by TVS III. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the election of TV III, TV III-A, TVS II and TVS III to the extent such conversion would not result in the Reporting Person collectively holding more than 9.99% of the outstanding Class A Common Stock. The aggregate amount beneficially owned and the percentage of class represented by such amount are calculated based on 91,045,296 shares of Class A Common Stock, which is the sum of the 81,949,871 shares of Class A Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q, and the number of shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock, but does not include the other 97,194,398 shares of Class B Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q.

 

 

1	NAME OF REPORTING PERSONS      Jon Callaghan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 162,599 shares.
	6	SHARED VOTING POWER 8,932,826 shares, which are directly owned by TV III, TV III-A, TVS II and TVS III.  TVP III is the general partner of TV III and TV III-A, TVPS II is the general partner of TVS II and TVPS III is the general partner of TVS III, and Callaghan, a managing member of TVP III, TVPS II and TVPS III, may be deemed to have shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 162,599 shares.
	8	SHARED DISPOSITIVE POWER 8,932,826 shares, which are directly owned by TV III, TV III-A, TVS II and TVS III.  TVP III is the general partner of TV III and TV III-A, TVPS II is the general partner of TVS II and TVPS III is the general partner of TVS III, and Callaghan, a managing member of TVP III, TVPS II and TVPS III, may be deemed to have shared power to dispose of these shares.

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	9,095,42516
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	9.9%16
12	TYPE OF REPORTING PERSON	IN

 

¹⁶ The Reporting Person directly holds 162,599 shares of Class A Common Stock and holds beneficial ownership of 8,952,164 shares of Class B Common Stock, 7,900,451 which are directly held by TV III, 649,374 which are directly held by TV III-A, 379,935 which are directly held by TVS II and 22,404 which are directly held by TVS III. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the election of TV III, TV III-A, TVS II and TVS III to the extent such conversion would not result in the Reporting Person collectively holding more than 9.99% of the outstanding Class A Common Stock. The aggregate amount beneficially owned and the percentage of class represented by such amount are calculated based on 91,045,296 shares of Class A Common Stock, which is the sum of the 81,949,871 shares of Class A Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q, and the number of shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock, but does not include the other 97,085,507 shares of Class B Common Stock reported by the Issuer to be outstanding as of December 1, 2022 in the Form 10-Q.

 

 

This Amendment No. 1 amends the Statement on Schedule 13G previously filed by True Ventures III, L.P., a Delaware limited partnership (“TV III”), True Ventures III-A, L.P., a Delaware limited partnership (“TV III-A”), True Venture Partners III, L.L.C., a Delaware limited liability company (“TVP III”), True Ventures Select II, L.P., a Delaware limited partnership (“TVS II”), True Venture Partners Select II, L.L.C., a Delaware limited liability company (“TVPS II”), True Ventures Select III, L.P., a Delaware limited partnership (“TVS III”), True Venture Partners Select III, L.L.C., a Delaware limited liability company (“TVPS III”), Philip D. Black (“Black”) and Jon Callaghan (“Callaghan”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 1.

 

ITEM 4.

OWNERSHIP

 

The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2022:

 

(a)

Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)

Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)

Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

 

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.

 

Date: February 10, 2023

 

	True Ventures III, L.P., a Delaware limited partnership
	By:	True Venture Partners III, L.L.C.,
		a Delaware limited liability company,
		its general partner
	By:	/s/ James G. Stewart
		James G. Stewart
		Attorney-In-Fact
	True Ventures III-A, L.P., a Delaware limited partnership
	By:	True Venture Partners III, L.L.C.,
		a Delaware limited liability company,
		its general partner
	By:	/s/ James G. Stewart
		James G. Stewart
		Attorney-In-Fact
	True Venture Partners III, L.L.C., a Delaware limited liability company
	By:	/s/ James G. Stewart
		James G. Stewart
		Attorney-In-Fact
	True Ventures Select II, L.P., a Delaware limited partnership
	By:	True Venture Partners Select II, L.L.C.,
		a Delaware limited liability company,
		its general partner
	By:	/s/ James G. Stewart
		James G. Stewart
		Attorney-In-Fact

 

 

	True Venture Partners Select II, L.L.C., a Delaware limited liability company
	By:	/s/ James G. Stewart
		James G. Stewart
		Attorney-In-Fact
	True Ventures Select III, L.P., a Delaware limited partnership
	By:	True Venture Partners Select III, L.L.C.,
		a Delaware limited liability company,
		its general partner
	By:	/s/ James G. Stewart
		James G. Stewart
		Attorney-In-Fact
	True Venture Partners Select III, L.L.C., a Delaware limited liability company
	By:	/s/ James G. Stewart
		James G. Stewart
		Attorney-In-Fact
	Philip D. Black
	/s/ James G. Stewart
	James G. Stewart
	Attorney-In-Fact
	JON CALLAGHAN
	/s/ James G. Stewart
	James G. Stewart
	Attorney-In-Fact

 

 

EXHIBIT INDEX

 

		Found on Sequentially
Exhibit		Numbered Page
Exhibit A:	Agreement of Joint Filing	15
Exhibit B:	Power of Attorney	16

 

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of the Issuer shall be filed on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.

 

 

exhibit b

 

Power of Attorney

 

James G. Stewart has signed this Schedule 13G as Attorney-in-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.