Sec Form 13D Filing - Lux Venture Partners III LLC filing for Matterport Inc. (MTTR) - 2021-08-02

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

MATTERPORT, INC.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

577096 100

(CUSIP Number)

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

July 22, 2021

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box.  ☐

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, as amended (“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).

This report shall not be deemed an admission that LVPIII is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LVPIII disclaims ownership of such securities except to the extent of its pecuniary interest therein.

This report shall not be deemed an admission that LVIII is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LVIII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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This report shall not be deemed an admission that LVIIISF is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LVIIISF disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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This report shall not be deemed an admission that LCIP is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LCIP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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This report shall not be deemed an admission that LCIO is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LCIO disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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This report shall not be deemed an admission that LVCGP is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LVCGP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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This report shall not be deemed an admission that LVCIII is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LVCIII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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This report shall not be deemed an admission that Mr. Hébert is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

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This Schedule 13D (this “Schedule 13D”) relates to the Class A common stock, $0.0001 par value per share (the “Common Stock”), of Matterport, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 352 East Java Drive, Sunnyvale, California 94089.

This Schedule 13D is being jointly filed by (i) Lux Ventures III, L.P. (“LVIII”), (ii) Lux Ventures III Special Founders Fund, L.P. (“LVIIISF”), (iii) Lux Venture Partners III, LLC (“LVPIII”), (iv) Lux Co-Invest Opportunities, L.P. (“LCIO”), (v) Lux Co-Invest Partners, LLC (“LCIP”), (vi) Lux Ventures Cayman III, L.P. (“LVCIII”), (vii) Lux Ventures Cayman Partners Cayman III, LLC (“LVCGP”), (viii) Peter Hébert, a member of the Issuer’s board of directors (the “Board”), and (ix) Josh Wolfe. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

LVPIII is the general partner of each of LVIII and LVIIISF and exercises voting and dispositive power over the shares of Common Stock held by each of LVIII and LVIIISF. LCIP is the general partner of LCIO and exercises voting and dispositive power over the shares of Common Stock held by LCIO. LVCGP is the general partner of LVCIII and exercises voting and dispositive power over the shares of Common Stock held by LVCIII. This Schedule 13D relates to the shares of Common Stock directly owned by LVIII, LVIIISF, LCIO and LVCIII (the “LV Funds”). As a result of the foregoing, as of the date of this Schedule 13D, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, LVPIII may be deemed to beneficially own approximately 7.3% of the shares of the Issuer’s Common Stock outstanding as of July 22, 2021, LCIP may be deemed to beneficially own approximately 2.8% of the shares of the Issuer’s Common Stock outstanding as of July 22, 2021, LVCGP may be deemed to beneficially own approximately 0.3% of the shares of the Issuer’s Common Stock outstanding as of July 22, 2021 and Messrs. Hébert and Wolfe may be deemed to beneficially own approximately 10.4% of the shares of the Issuer’s Common Stock outstanding as of July 22, 2021, as reported in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 28, 2021.

The principal business address of the Reporting Persons is c/o Lux Capital Management, LLC, 920 Broadway, 11th Floor, New York, NY 10010.

The principal business of the Reporting Persons is investments and/or investment management. LVIII is a limited partnership organized under the laws of the State of Delaware. LVIIISF is a limited partnership organized under the laws of the State of Delaware. LVPIII is a limited liability company organized under the laws of the State of Delaware. LCIO is a limited partnership organized under the laws of the State of Delaware. LCIP is a limited liability company organized under the laws of the State of Delaware. LVCIII is a limited partnership organized under the laws of the State of Delaware. LVCGP is a limited liability company organized under the laws of The Cayman Islands. Each of Messrs. Hébert and Wolfe are United States citizens.

The Reporting Persons, nor, to the best knowledge of the foregoing, any of their controlling persons, have not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

The Reporting Persons, nor, to the best knowledge of the foregoing, any of their controlling persons, have not been, during the last five years, 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, prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Funds for the purchase of the shares of Common Stock reported herein were derived from the capital contributions by the partners of the LV Funds and the available funds of such entities. A total of approximately $26,014,129 was paid to acquire the shares of common stock and preferred stock of Legacy Matterport (as defined below), which were subsequently converted into the shares of Common Stock of the Issuer reported herein upon closing of the Merger (as defined below). A total of $1,000,000 was paid to acquire 100,000 of the shares of Common Stock of the Issuer upon closing of the PIPE (as defined below).

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The information set forth in Item 3 and Item 6 of this Schedule 13D is incorporated herein by reference.

Mr. Hébert is a member of the Board. In addition, Mr. Hébert, in his capacity as a director, may be entitled to receive cash compensation and equity compensation, including stock option or other equity awards, pursuant to the Issuer’s incentive award plan, which became effective upon the completion of the Mergers (as defined below).

Business Combination

On July 22, 2021, the Issuer completed its reverse merger with Gores Holdings VI, Inc. (“Gores”) in accordance with the terms of the Agreement and Plan of Merger dated as of February 7, 2021, by and among Gores, Maker Merger Sub, In. (“First Merger Sub”), Maker Merger Sub II, LLC (“Second Merger Sub”) and Matterport, Inc. (“Legacy Matterport”), pursuant to which, among other matters, First Merger Sub was merged with and into Legacy Matterport (the “First Merger”), with Legacy Matterport surviving and immediately following as part of the same overall transaction, Legacy Matterport merged with and into Second Merger Sub, with Second Merger Sub surviving as a wholly owned subsidiary of the Issuer (the “Second Merger” and, together with the First Merger, the “Mergers”).

Prior to the Mergers, as a result of a series of private transactions with the Issuer, the LV Funds held an aggregate of 93,749 shares of common stock and an aggregate of 5,954,365 shares of preferred stock of Legacy Matterport. In connection with the Mergers, each share of Legacy Matterport common stock and preferred stock held by the Lux Funds was converted into an aggregate of 25,225,654 shares of Common Stock of the Issuer.

Concurrently with the closing of the Mergers, LCIO purchased 100,000 shares of Common Stock of the Issuer in a private placement (the “PIPE”).

General

The Reporting Persons hold the securities described in this Schedule 13D for investment purposes and intend to review the investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

The Reporting Persons, subject to certain provisions of the law, may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the board of directors, and stockholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the board of directors.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

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(a)-(b)

The information set forth in the cover pages and Item 4 of this Schedule 13D is incorporated herein by reference.

As a result of the Mergers and the PIPE, LVPIII may be deemed to beneficially own 17,632,932 shares of Common Stock, representing approximately 7.3% of the issued and outstanding shares of Common Stock deemed outstanding as of July 22, 2021, LVCGP may be deemed to beneficially own 836,169 shares of Common Stock, representing approximately 0.3% of the issued and outstanding shares of Common Stock deemed outstanding as of July 22, 2021, LCIO may be deemed to beneficially own 6,656,553 shares of Common Stock, representing approximately 2.8% of the issued and outstanding shares of Common Stock deemed outstanding as of July 22, 2021, and Messrs. Hebert and Wolfe, as the managing members of the LV Funds, may be deemed to beneficially own, in the aggregate, 25,125,654 shares of Common Stock held by the LV Funds, representing approximately 10.4% of the Issuer’s issued and outstanding shares of Common Stock deemed outstanding as of July 22, 2021.

The aggregate percentage of Common Stock reported in this Item 5 and set forth in Row 13 of the cover pages filed herewith is calculated based upon 241,956,778 shares of Common Stock outstanding as of July 22, 2021, as reported in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 28, 2021.

(c) Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transaction in the Common Stock, or securities convertible into, exercisable for or exchangeable for, shares of Common Stock in the last 60 days.

(d) None.

(e) Not Applicable.

In connection with the closing of the Mergers, the Issuer, the Reporting Persons and certain other stockholders of the Issuer (the “RRA Holders”) entered into an Amended and Restated Registration Rights Agreement, dated as of July 22, 2021 (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Issuer agreed to file a registration statement to register the resale of certain securities of the Issuer held by the RRA Holders within 30 days after the Closing Date. In addition, the RRA Holders are entitled to make up to six demands for registration, excluding short form demands, that the Issuer register shares of Common Stock held by these parties. The Registration Rights Agreement also provides customary “piggy-back” registration rights to the RRA Holders. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 99.1 hereto, and incorporated herein by reference.

Pursuant to the subscription agreement for the PIPE, LCIO has certain registration rights with respect to the shares of Common Stock acquired in the PIPE.

Other than the transactions described in this Item 6 and elsewhere throughout this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person, with respect to the Common Stock of the Issuer.

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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: August 2, 2021

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