Sec Form 13G Filing - Founders Fund V LP filing for Oscar Health Inc. (OSCR) - 2022-02-14

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13G 

(Amendment No.  )

 

Under the Securities Exchange Act of 1934

 

oscar health, Inc.

(Name of Issuer)

 

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

 

687793109

(CUSIP Number)

 

December 31, 2021

(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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

 

CUSIP No. 687793109

Page 2 of 18 Pages

 

1.	Name of Reporting Persons   The Founders Fund V, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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   0
	6.	Shared Voting Power   4,476,970 (1)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   4,476,970 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   4,476,970 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.	Percent of Class Represented by Amount in Row (9)   2.6% (2)
12.	Type of Reporting Person (See Instructions)   PN

 

(1) Consists of Class A Common Stock of the Issuer held by the reporting person.

 

(2)  This percentage is based upon 174,400,003 outstanding shares of the Issuer’s Class A Common Stock as of October 29, 2021, as reported in the Issuer’s quarterly report for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 687793109

Page 3 of 18 Pages

 

1.	Name of Reporting Persons   The Founders Fund V Entrepreneurs Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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   0
	6.	Shared Voting Power   63,361 (1)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   63,361 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   63,361 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.	Percent of Class Represented by Amount in Row (9)   Less than 0.1% (2)
12.	Type of Reporting Person (See Instructions)   PN

 

(1) Consists of Class A Common Stock of the Issuer held by the reporting person.

 

(2)  This percentage is based upon 174,400,003 outstanding shares of the Issuer’s Class A Common Stock as of October 29, 2021, as reported in the Issuer’s quarterly report for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 687793109

Page 4 of 18 Pages

 

1.	Name of Reporting Persons   The Founders Fund V Principals Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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   0
	6.	Shared Voting Power   1,204,304 (1)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   1,204,304 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,204,304 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.	Percent of Class Represented by Amount in Row (9)   0.7% (2)
12.	Type of Reporting Person (See Instructions)   PN

 

(1) Consists of Class A Common Stock of the Issuer held by the reporting person.

 

(2)  This percentage is based upon 174,400,003 outstanding shares of the Issuer’s Class A Common Stock as of October 29, 2021, as reported in the Issuer’s quarterly report for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

 

CUSIP No. 687793109

Page 5 of 18 Pages

 

1.	Name of Reporting Persons   The Founders Fund V Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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   0
	6.	Shared Voting Power   5,744,635 (1)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   5,744,635 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   5,744,635 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)   3.3% (2)
12.	Type of Reporting Person (See Instructions)   OO

 

(1)

Consists of common stock of the Issuer held by The Founders Fund V, LP, The Founders Fund V Entrepreneurs Fund, LP and The Founders Fund V Principals Fund, LP. The reporting person is the general partner of these partnerships and may be deemed to beneficially own the shares held by such partnerships.

 

(2)

This percentage is based upon 174,400,003 outstanding shares of the Issuer’s Class A Common Stock as of October 29, 2021, as reported in the Issuer’s quarterly report for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 687793109

Page 6 of 18 Pages

 

1.	Name of Reporting Persons   The Founders Fund VI, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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 Vo ting Power   0
	6.	Shared Voting Power   3,755,954 (1)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   3,755,954 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,755,954 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)   2.2% (2)
12.	Type of Reporting Person (See Instructions)   PN

 

(1)

Consists of Class A Common Stock of the Issuer held by the reporting person.

 

(2)

This percentage is based upon 174,400,003 outstanding shares of the Issuer’s Class A Common Stock as of October 29, 2021, as reported in the Issuer’s quarterly report for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 687793109

Page 7 of 18 Pages

 

1.	Name of Reporting Persons   The Founders Fund VI Entrepreneurs Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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   0
	6.	Shared Voting Power   46,697 (1)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   46,697 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   46,697 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)   Less than 0.1% (2)
12.	Type of Reporting Person (See Instructions)   PN

 

(1)

Consists of Class A Common Stock of the Issuer held by the reporting person.

 

(2)

This percentage is based upon 174,400,003 outstanding shares of the Issuer’s Class A Common Stock as of October 29, 2021, as reported in the Issuer’s quarterly report for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 687793109

Page 8 of 18 Pages

 

1.	Name of Reporting Persons   The Founders Fund VI Principals Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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   0
	6.	Shared Voting Power   928,720 (1)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   928,720 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   928,720 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)   0.5% (2)
12.	Type of Reporting Person (See Instructions)   PN

 

(1)	Consists of Class A Common Stock of the Issuer held by the reporting person.

 

(2)	This percentage is based upon 174,400,003 outstanding shares of the Issuer’s Class A Common Stock as of October 29, 2021, as reported in the Issuer’s quarterly report for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

 

CUSIP No. 687793109

Page 9 of 18 Pages

 

1.	Name of Reporting Persons   The Founders Fund VI Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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   0
		6.	Shared Voting Power   4,731,371 (1)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   4,731,371 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   4,731,371 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.	Percent of Class Represented by Amount in Row (9)   2.7% (2)
12.	Type of Reporting Person (See Instructions)   OO

 

(1)  Consists of Class A common stock of the Issuer held by The Founders Fund VI, LP, The Founders Fund VI Entrepreneurs Fund, LP and The Founders Fund VI Principals Fund, LP. The reporting person is the general partner of these partnerships and may be deemed to beneficially own the shares held by such partnerships.

 

(2)  This percentage is based upon 174,400,003 outstanding shares of the Issuer’s Class A Common Stock as of October 29, 2021, as reported in the Issuer’s quarterly report for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 687793109

Page 10 of 18 Pages

 

1.	Name of Reporting Persons   The Founders Fund Growth, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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   0
		6.	Shared Voting Power   799,525 (1)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   799,525 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   799,525 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.	Percent of Class Represented by Amount in Row (9)   0.5% (2)
12.	Type of Reporting Person (See Instructions)   PN

 

(1)  Consists of Class A Common Stock of the Issuer held by the reporting person.

 

(2)  This percentage is based upon 174,400,003 outstanding shares of the Issuer’s Class A Common Stock as of October 29, 2021, as reported in the Issuer’s quarterly report for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 687793109

Page 11 of 18 Pages

 

1.	Name of Reporting Persons   The Founders Fund Growth Principals Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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   0
		6.	Shared Voting Power   51,567 (1)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   51,567 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   51,567 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.	Percent of Class Represented by Amount in Row (9)   Less than 0.1% (2)
12.	Type of Reporting Person (See Instructions)   PN

(1)  Consists of Class A Common Stock of the Issuer held by the reporting person.

 

(2)  This percentage is based upon 174,400,003 outstanding shares of the Issuer’s Class A Common Stock as of October 29, 2021, as reported in the Issuer’s quarterly report for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 687793109

Page 12 of 18 Pages

 

1.	Name of Reporting Persons   The Founders Fund Growth Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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   0
		6.	Shared Voting Power   851,092 (1)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   851,092 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   851,092 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.	Percent of Class Represented by Amount in Row (9)   0.5% (2)
12.	Type of Reporting Person (See Instructions)   OO

(1)  Consists of Class A Common Stock of the Issuer held by The Founders Fund Growth, LP and The Founders Fund Growth Principals Fund, LP. The reporting person is the general partner of these partnerships and may be deemed to beneficially own the shares held by such partnerships.

 

(2)  This percentage is based upon 174,400,003 outstanding shares of the Issuer’s Class A Common Stock as of October 29, 2021, as reported in the Issuer’s quarterly report for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

 

CUSIP No. 687793109

Page 13 of 18 Pages

 

1.	Name of Reporting Persons Peter Thiel
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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   0
	6.	Shared Voting Power   11,327,098 (1)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   11,327,098 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   11,327,098 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.	Percent of Class Represented by Amount in Row (9)   6.5% (2)
12.	Type of Reporting Person (See Instructions)   IN

  

(1) Consists of Class A Common Stock of the Issuer that may be deemed to be beneficially owned by The Founders Fund V Management, LLC, The Founders Fund VI Management, LLC and The Founders Fund Growth Management, LLC. The reporting person is a managing member of each of The Founders Fund V Management, LLC, The Founders Fund VI Management, LLC and The Founders Fund Growth Management, LLC and shares voting and dispositive power over such shares.

 

(2)  This percentage is based upon 174,400,003 outstanding shares of the Issuer’s Class A Common Stock as of October 29, 2021, as reported in the Issuer’s quarterly report for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

  

 

CUSIP No. 687793109

Page 14 of 18 Pages

  

1.	Name of Reporting Persons   Brian Singerman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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   0
	6.	Shared Voting Power   11,327,098 (1)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   11,327,098 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   11,327,098 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.	Percent of Class Represented by Amount in Row (9)   6.5% (2)
12.	Type of Reporting Person (See Instructions)   IN

  

(1) Consists of Class A Common Stock of the Issuer that may be deemed to be beneficially owned by The Founders Fund V Management, LLC, The Founders Fund VI Management, LLC and The Founders Fund Growth Management, LLC. The reporting person is a managing member of each of The Founders Fund V Management, LLC, The Founders Fund VI Management, LLC and The Founders Fund Growth Management, LLC and shares voting and dispositive power over such shares.

 

(2)  This percentage is based upon 174,400,003 outstanding shares of the Issuer’s Class A Common Stock as of October 29, 2021, as reported in the Issuer’s quarterly report for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 687793109

Page 15 of 18 Pages

  

Item 1(a)

Name of Issuer

  

Oscar Health, Inc.

 

Item 1(b)

Address of Issuer's Principal Executive Offices

 

75 Varick Street, 5th Floor 

New York, NY 10013

 

Item 2(a)

Name of Person Filing

 

This Statement on Schedule 13G has been filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

 

1.

The Founders Fund V, LP

2.

The Founders Fund V Entrepreneurs Fund, LP

3.

The Founders Fund V Principals Fund, LP

4.

The Founders Fund V Management, LLC

5.

The Founders Fund VI, LP

6.

The Founders Fund VI Entrepreneurs Fund, LP

7.

The Founders Fund VI Principals Fund, LP

8.

The Founders Fund VI Management, LLC

9.

The Founders Fund Growth, LP

10.

The Founders Fund Growth Principals Fund, LP

11.

The Founders Fund Growth Management, LLC

12.

Peter Thiel

13.

Brian Singerman

 

Item 2(b)

Address of Principal Business Office or, if none, Residence

 

The address of each of the Reporting Persons is:

 

	c/o	The Founders Fund
		One Letterman Drive Building D, Suite 500
		San Francisco, California 94129

  

Item 2(c)

Citizenship

 

1.

The Founders Fund V, LP is organized in Delaware

2.

The Founders Fund V Entrepreneurs Fund, LP is organized in Delaware

3.

The Founders Fund V Principals Fund, LP is organized in Delaware

4.

The Founders Fund V Management, LLC is organized in Delaware

5.

The Founders Fund VI, LP is organized in Delaware

6.

The Founders Fund VI Entrepreneurs Fund, LP is organized in Delaware

7.

The Founders Fund VI Principals Fund, LP is organized in Delaware

8.

The Founders Fund VI Management, LLC is organized in Delaware

9.

The Founders Fund Growth, LP is organized in Delaware

10.

The Founders Fund Growth Principals Fund, LP is organized in Delaware

11.

The F ounders Fund Growth Management, LLC is organized in Delaware

12.

Peter Thiel is a United States citizen

13.

Brian Singerman is a United States citizen

 

Item 2(d) Title of Class of Securities

 

Class A Common Stock, $0.00001 par value per share

 

Item 2(e)

CUSIP Number

 

687793109

 

Item 3

 

Not applicable.

 

 

CUSIP No. 687793109

Page 16 of 18 Pages

  

Item 4

Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1

 

(a)   Amount beneficially owned: See Row 9 of pages 2-14

 

(b)   Percent of class: See Row 11 of pages 2-14

 

(c)   Number of shares as to which the person has:

 

(i) Sole power to vote or to direct the vote: See Row 5 of pages 2-14

(ii) Shared power to vote or to direct the vote: See Row 6 of pages 2-14

(iii) Sole power to dispose or to direct the disposition of: See Row 7 of pages 2-14

(iv) Shared power to dispose or to direct the disposition of: See Row 8 of pages 2-14

 

Item 5             Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

 

Item 6             Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7              Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

 

Not applicable.

 

Item 8              Identification and Classification of Members of the Group

 

The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each expressly disclaims membership in a group.

 

Item 9             Notice of Dissolution of Group

 

Not applicable.

 

Item 10

Certification

 

Not applicable.

  

 

CUSIP No. 687793109

Page 17 of 18 Pages

 

SIGNATURE

 

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: February 14, 2022

 

	The Founders Fund V, LP
	The Founders Fund V Entrepreneurs Fund, LP
	The Founders Fund V Principals Fund, LP
	By: The Founders Fund V Management, LLC
	Their: General Partner
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member
	The Founders Fund V Management, LLC
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member
	The Founders Fund VI, LP
	The Founders Fund VI Entrepreneurs Fund, LP
	The Founders Fund VI Principals Fund, LP
	By: The Founders Fund VI Management, LLC
	Their: General Partner
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member
	The Founders Fund VI Management, LLC
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member
	The Founders Fund Growth, LP
	The Founders Fund Growth Principals Fund, LP
	By: The Founders Fund Growth Management, LLC
	Their: General Partner
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member
	The Founders Fund Growth Management, LLC
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member
	/s/ Peter Thiel
	Peter Thiel
	/s/Brian Singerman
	Brian Singerman

 

EXHIBITS

 

A:         Joint Filing Agreement

 

CUSIP No. 687793109

Page 18 of 18 Pages

 

EXHIBIT A: JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock of Oscar Health, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

 

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 14^th day of February, 2022.

 

	The Founders Fund V, LP
	The Founders Fund V Entrepreneurs Fund, LP
	The Founders Fund V Principals Fund, LP
	By: The Founders Fund V Management, LLC
	Their: General Partner
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member
	The Founders Fund V Management, LLC
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member
	The Founders Fund VI, LP
	The Founders Fund VI Entrepreneurs Fund, LP
	The Founders Fund VI Principals Fund, LP
	By: The Founders Fund VI Management, LLC
	Their: General Partner
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member
	The Founders Fund VI Management, LLC
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member
	The Founders Fund Growth, LP
	The Founders Fund Growth Principals Fund, LP
	By: The Founders Fund Growth Management, LLC
	Their: General Partner
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member
	The Founders Fund Growth Management, LLC
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member
	/s/ Peter Thiel
	Peter Thiel
	/s/Brian Singerman
	Brian Singerman