Sec Form 13D Filing - SC US (TTGP) LTD. @ Maplebear Inc.

Sec Form 13D Filing - SC US (TTGP) LTD. filing for Maplebear Inc. (CART) - 2024-09-04

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Maplebear Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

565394103**

(CUSIP Number)

SC US (TTGP), Ltd.

2800 Sand Hill Road

Suite 101

Menlo Park, CA 94025

Attention: Roelof Botha

Telephone: (650) 854-3927

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

with copies to:

Craig Marcus

Ropes & Gray LLP

800 Boylston Street

Boston, Massachusetts 02199

(617) 951-7802

August 30, 2024

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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.

**	This CUSIP number applies to the Issuer’s Class A Common Stock.

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).


1.		Names of Reporting Persons. SEQUOIA CAPITAL USV XIV HOLDCO, LTD. (“SEQUOIA CAPITAL USV XIV HOLDCO”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

Based on a total of 257,104,661 shares of Class A common stock as of August 14, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024, and reflecting the repurchase of 3,700,000 shares of Class A common stock as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2024.


1.		Names of Reporting Persons. SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P. (“SEQUOIA CAPITAL U.S. GROWTH FUND VI”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND, L.P. (“SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SEQUOIA CAPITAL GLOBAL GROWTH FUND II, L.P. (“SEQUOIA CAPITAL GLOBAL GROWTH FUND II”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

Based on a total of 257,104,661 shares of Class A common stock as of August 14, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024, and reflecting the repurchase of 3,700,000 shares of Class& #xA0;A common stock as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2024.


1.		Names of Reporting Persons. SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, L.P. (“SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P. (“SEQUOIA CAPITAL U.S. GROWTH FUND VII”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P. (“SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SEQUOIA CAPITAL GLOBAL GROWTH FUND III - ENDURANCE PARTNERS, L.P. (“SC GGF III”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SEQUOIA CAPITAL US/E EXPANSION FUND I, L.P. (“SC US/E EXPANSION FUND I”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SEQUOIA CAPITAL US/E EXPANSION FUND I MANAGEMENT, L.P. (“SC US/E EXPANSION FUND I MGMT”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SEQUOIA CAPITAL U.S. VENTURE FUND XIV, L.P. (“SC U.S. VENTURE FUND XIV”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV, L.P. (“SC U.S. VENTURE PARTNERS FUND XIV”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), L.P. (“SC U.S. VENTURE FUND XIV (Q)”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SC U.S. VENTURE XIV MANAGEMENT, L.P. (“SC U.S. VENTURE XIV MANAGEMENT”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SC U.S. GROWTH VI MANAGEMENT, L.P. (“SC U.S. GROWTH VI MANAGEMENT”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

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1.		Names of Reporting Persons. SC GLOBAL GROWTH II MANAGEMENT, L.P. (“SC GLOBAL GROWTH II MANAGEMENT”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SCGGF III – U.S./INDIA MANAGEMENT, L.P. (“SCGGF III – U.S./INDIA MANAGEMENT”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SC U.S. GROWTH VII MANAGEMENT, L.P. (“SC U.S. GROWTH VII MANAGEMENT”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SEQUOIA CAPITAL GLOBAL GROWTH FUND III – ENDURANCE PARTNERS MANAGEMENT, L.P. (“SC GGF III MGMT”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. SC US (TTGP), LTD. (“SC US (TTGP)”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands


1.		Names of Reporting Persons. DOUGLAS LEONE (“DL”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization USA


1.		Names of Reporting Persons. ROELOF BOTHA (“RB”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PN
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization USA

Except as set forth in this Amendment No. 3 (this “Amendment”), the initial Schedule 13D that was filed on February 27, 2024, as amended by Amendment No. 1 thereto on August 13, 2024 (“Amendment No. 1”) and Amendment No. 2 thereto on August 28, 2024 (“Amendment No. 2” and collectively, with the initial Schedule 13D and Amendment No. 1, the “Original 13D”) remains in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Original 13D. The information set forth in response to the Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits to the Original 13D is expressly incorporated herein by reference and the response to each Item of this Statement is qualified in its entirety by the provisions of such Exhibits.

The Reporting Persons are filing this Amendment to reflect a distribution pro rata in-kind shares of Class A Common Stock of the Company to partners or members for no consideration by Sequoia Capital USV XIV Holdco, Sequoia Capital U.S. Growth Fund VI and Sequoia Capital U.S. Growth VI Principals Fund and subsequent distributions by general partners or managing members to their respective partners or members and, in certain cases, the contribution by such partners or members to the applicable recipient fund. This amendment also reflects the addition of SCFP, SCF and Sequoia Capital Fund Management as Reporting Persons.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Paragraphs (a)—(c) of Item 5 are hereby amended and restated in their entirety as follows:

(a) The aggregate number of Class A Common Stock and the percentage of total outstanding Class A Common Stock beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships of Class A Common Stock in this Statement are based upon the 257,104,661 shares of Class A common stock stated to be outstanding as of July 31, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024, and reflecting the repurchase of 3,700,000 shares of Class A common stock as reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2024. The Reporting Persons may be deemed to beneficially own an aggregate of 35,944,426 shares of Class A Common Stock, which constitutes approximately 14.0 % of the Company’s Class A Common Stock, calculated in accordance with Rule 13d-3 under the Act. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.

Sequoia Capital USV XIV Holdco beneficially owns 5,145,305 shares of Class A Common Stock, which represents approximately 2.0% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

Sequoia Capital U.S. Growth Fund VI beneficially owns 948,842 shares of Class A Common Stock, which represents approximately 0.4% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

Sequoia Capital U.S. Growth VI Principals Fund beneficially owns 61,603 shares of Class A Common Stock, which represents less than 0.1% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

Sequoia Capital Global Growth Fund II beneficially owns 4,405,162 shares of Class A Common Stock, which represents approximately 1.7% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

Sequoia Capital Global Growth II Principals Fund beneficially owns 68,020 shares of Class A Common Stock, which represents approximately less than 0.1% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

Sequoia Capital U.S. Growth Fund VII beneficially owns 1,774,756 shares of Class A Common Stock, which represents approximately 0.7% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

Sequoia Capital U.S. Growth VII Principals Fund beneficially owns 164,955 shares of Class A Common Stock, which represents approximately less than 0.1% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

SC GGF III beneficially owns 351,374 shares of Class A Common Stock, which represents approximately 0.1% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

SC US/E Expansion Fund I beneficially owns 1,000,000 shares of Class A Common Stock, which represents approximately 0.4% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

Sequoia Capital Fund Parallel, LLC beneficially owns 2,487,172 shares of Class A Common Stock, which represents approximately 1.0% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

Sequoia Capital Fund, L.P. beneficially owns 16,169,374 shares of Class A Common Stock, which represents approximately 6.3% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

SC US/E Expansion Fund I MGMT, as the general partner of SC US/E Expansion Fund I, may be deemed to beneficially own an aggregate of 3,150,331 shares of Class A Common Stock, which represents approximately 1.2% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

SC U.S. Venture Fund XIV may be deemed to beneficially own an aggregate of 5,145,305 shares of Class A Common Stock directly owned by Sequoia Capital USV XIV Holdco, SC U.S. Venture Fund XIV, SC U.S. Venture Partners Fund XIV and SC U.S. Venture Fund XIV (Q), which together own 100% of the outstanding shares of Sequoia Capital USV XIV Holdco, and which represents approximately 2.0% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

SC U.S. Venture Partners Fund XIV may be deemed to beneficially own an aggregate of 5,145,305 shares of Class A Common Stock directly owned by Sequoia Capital USV XIV Holdco, SC U.S. Venture Fund XIV, SC U.S. Venture Partners Fund XIV and SC U.S. Venture Fund XIV (Q), which together own 100% of the outstanding shares of Sequoia Capital USV XIV Holdco, and which represents approximately 2.0% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

SC U.S. Venture Fund XIV (Q) may be deemed to beneficially own an aggregate of 5,145,305 shares of Class A Common Stock directly owned by Sequoia Capital USV XIV Holdco, SC U.S. Venture Fund XIV, SC U.S. Venture Partners Fund XIV and SC U.S. Venture Fund XIV (Q), which together own 100% of the outstanding shares of Sequoia Capital USV XIV Holdco, and which represents approximately 2.0% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

Sequoia Capital Fund Management, L.P., as the general partner of Sequoia Capital Fund, L.P. and manager of Sequoia Capital Fund Parallel, LLC, may be deemed to beneficially own an aggregate of 18,656,546 shares of Class A Common Stock, which represents approximately 7.3% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

SC U.S. XIV Management, as the general partner of Sequoia Capital USV XIV Holdco, SC U.S. Venture Fund XIV, SC U.S. Venture Partners Fund XIV and SC U.S. Venture Fund XIV (Q), may be deemed to beneficially own an aggregate of 5,145,305 shares of Class A Common Stock, which represents approximately 2.0% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

SC U.S. Growth VI Management, as the general partner of Sequoia Capital U.S. Growth Fund VI and Sequoia Capital U.S. Growth VI Principals Fund, may be deemed to beneficially own an aggregate of 1,010,445 shares of Class A Common Stock, which represents approximately 0.4% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

SC Global Growth II Management, as the general partner of Sequoia Capital U.S. Growth Fund II and Sequoia Capital U.S. Growth II Principals Fund, may be deemed to beneficially own an aggregate of 4,473,182 shares of Class A Common Stock, which represents approximately 1.7% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCGGF III – U.S./India Management beneficially owns 1,217,532 shares of Class A Common Stock, which represents approximately 0.5% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

SC U.S. Growth VII Management, as the general partner of Sequoia Capital U.S. Growth Fund VII and Sequoia Capital U.S. Growth Fund VII, may be deemed to beneficially own an aggregate of 1,939,711 shares of Class A Common Stock, which represents approximately 0.8% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

SC GGF III MGMT, as the general partner of SC GGF III, may be deemed to beneficially own an aggregate of 351,374 shares of Class A Common Stock, which represents approximately 0.1% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

SC US (TTGP), as the general partner of SC U.S. XIV Management, SC U.S. Growth VI Management, SC Global Growth II Management, SCGGF III – U.S./India Management, SC U.S. Growth VII Management, SC GGF III MGMT, SC US/E Expansion Fund I MGMT and Sequoia Capital Fund Management, L.P., may be deemed to beneficially own an aggregate of 35,944,426 shares of Class A Common Stock, which represents approximately 14.0% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

DL and RB are the directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF III. SC US TTGP is the general partner of SC U.S. XIV Management, SC U.S. Growth VI Management, SC Global Growth II Management, SCGGF III – U.S./India Management, SC U.S. Growth VII Management, SC GGF III MGMT and SC US/E Expansion Fund I MGMT. As such, DL and RB may be deemed to beneficially own an aggregate of 7,633,184 and 6,556,499 shares of Class A Common Stock, which represents approximately 3.0% and 2.6% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

By virtue of the relationship described herein, the Reporting Persons may be deemed to constitute a “group” for purposes of Rule 13(d)(3) of the Act. Each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

(b) The number of Class A Common Stock as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b).

(c) Except as described in Amendment No. 2 and in this Item 5(c), the Reporting Persons have not effected any transactions in the Class A Common Stock during the past 60 days. On August 30, 2024, Sequoia Capital USV XIV Holdco, Sequoia Capital U.S. Growth Fund VI and Sequoia Capital U.S. Growth VI Principals Fund distributed pro rata in-kind shares of Class A Common Stock of the Company to partners or members for no consideration. Sequoia Capital USV XIV Holdco distributed 10,290,607 shares of Class A Common Stock, Sequoia Capital U.S. Growth Fund VI distributed 1,897,682 shares of Class A Common Stock and Sequoia Capital U.S. Growth VI Principals Fund distributed 123,205 shares of Class A Common Stock. As a result of those distributions, including subsequent distributions by general partners or managing members to their respective partners or members and, in certain cases, the contribution by such partners or members to the applicable recipient fund, SCF acquired beneficial ownership of 16,169,374 shares of Class A Common Stock, SCFP acquired beneficial ownership of 2,487,172 shares of Class A Common Stock, RB acquired sole beneficial ownership of 514,411 shares of Class A Common Stock and DL acquired sole beneficial ownership of 1,591,096 shares of Class A Common Stock.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: September 4, 2024


Sequoia Capital USV XIV Holdco, Ltd.

By:		Sequoia Capital U.S. Venture Fund XIV, L.P.
		Sequoia Capital U.S. Venture Partners Fund XIV, L.P.
		Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P.
		its Members

By:		SC U.S. Venture XIV Management, L.P.
		the General Partner of each Member

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

Sequoia Capital U.S. Growth Fund VI, L.P.

By:		SC U.S. Growth VI Management, L.P.
		its General Partner

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

Sequoia Capital U.S. Growth VI Principals Fund, L.P.

By:		SC U.S. Growth VI Management, L.P.
		its General Partner

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory


Sequoia Capital Global Growth Fund II, L.P.

By:		SC Global Growth II Management, L.P. its General Partner

By:		SC US (TTGP), Ltd. its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

Sequoia Capital Global Growth II Principals Fund, L.P.

By:		SC Global Growth II Management, L.P.
		its General Partner

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

Sequoia Capital U.S. Growth Fund VII, L.P.

By:		SC U.S. Growth VII Management, L.P. its General Partner

By:		SC US (TTGP), Ltd. its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

Sequoia Capital U.S. Growth VII Principals Fund, L.P.

By:		SC U.S. Growth VII Management, L.P.
		its General Partner

By:		SC US (TTGP), Ltd. its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory


Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.

By:		Sequoia Capital Global Growth Fund III – Endurance Partners Management, L.P. its Manager

By:		SC US (TTGP), Ltd. its General Partner

/s/ Roelof Botha
Roelof Botha, Authorized Signatory

Sequoia Capital US/E Expansion Fund I, L.P.

By:		Sequoia Capital US/E Expansion Fund I, L.P. Management, L.P. its General Partner

By:		SC US (TTGP), Ltd. its General Partner

/s/ Roelof Botha
Roelof Botha, Authorized Signatory

Sequoia Capital US/E Expansion Fund I, L.P. Management, L.P.

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

Sequoia Capital U.S. Venture Fund XIV, L.P.

By:		SC U.S. Venture XIV Management, L.P.
		its General Partner

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory


Sequoia Capital U.S. Venture Partners Fund XIV, L.P.

By:		SC U.S. Venture XIV Management, L.P.
		its General Partner

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P.

By:		SC U.S. Venture XIV Management, L.P.
		its General Partner

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

SC U.S. Venture XIV Management, L.P.

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

SC U.S. Growth VI Management, L.P.

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Roelof Botha
	0;	Roelof Botha, Authorized Signatory

SC Global Growth II Management, L.P.

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory


SCGGF III – U.S./India Management, L.P.

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

SC U.S. Growth VII Management, L.P.

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

Sequoia Capital Global Growth Fund III – Endurance Partners Management, L.P.

By:		Sequoia Capital Global Growth Fund III – Endurance Partners Management, L.P. its General Partner

By:		SC US (TTGP), Ltd. its General Partner

/s/ Roelof Botha
Roelof Botha, Authorized Signatory
Sequoia Capital Fund Parallel, LLC

By:		Sequoia Capital Fund Management, L.P.
		its Manager

By:		SC US (TTGP), Ltd. its General Partner

		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

Sequoia Capital Fund, L.P.

By:		Sequoia Capital Fund Management, L.P.
		its General Partner

By:		SC US (TTGP), Ltd. its General Partner

		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory


Sequoia Capital Fund Management, L.P.

By:		Sequoia Capital Fund Management, L.P. Its General Partner

By:		SC US (TTGP), Ltd. its General Partner

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

SC US (TTGP), Ltd.

By:		/s/ Roelof Botha
		Roelof Botha, Authorized Signatory

Douglas Leone

By:		/s/ Douglas Leone
		Douglas Leone

Roelof Botha

By:		/s/ Roelof Botha

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

5,145,305

Sole Dispositive Power

0

Shared Dispositive Power

5,145,305