Sec Form 13G Filing - GV 2016, L.P. filing for Starco Brands, Inc. (STCB) - 2025-02-13

The address of the principal business office of each of the Reporting Persons is:1600 Amphitheatre ParkwayMountain View, CA 94043

Each of the Reporting Persons is formed, organized or incorporated, as applicable, in the State of Delaware.

Reference to "beneficial ownership" of securities of Starco Brands, Inc. (the "Issuer") for purposes of this statement (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").Each Reporting Person's beneficial ownership of the Issuer's securities is reported in this Statement as of December 31, 2024, which is the most recent practicable date for which their beneficial ownership may be confirmed. The ownership reported herein as of December 31, 2024 remains the same as of the date set forth on the signature page below.The Reporting Persons may be deemed to beneficially own an aggregate 99,510,805 shares of the Issuer's Class A Common Stock.The 2016 Partnership is the direct beneficial owner of all of the securities described in the preceding paragraph. 2016 GP is the general partner of the 2016 Partnership, and 2016 LLC is the general pa rtner of 2016 GP. Additionally: (i) Alphabet Holdings is the sole managing member of 2016 LLC; (ii) XXVI is the sole managing member of Alphabet Holdings; and (iii) Parent is the controlling stockholder of XXVI. As such, for purposes of Section 13(d) of the Exchange Act, each of 2016 GP, 2016 LLC, Alphabet Holdings, XXVI, and Parent may be deemed to indirectly beneficially own all of the Issuer's securities directly beneficially owned by the 2016 Partnership.Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 14, 2023, entered into by and among: (i) the Issuer; (ii) Starco Merger Sub I, Inc., a Delaware corporation; (iii) Soylent Nutrition, Inc., a Delaware corporation ("Soylent"); and (iv) Hamilton Start, LLC, solely in its capacity as the representative of the Soylent equityholders, the 2016 Partnership received additional shares of the Issuer's Class A Common Stock for no additional consideration in respect of a post-closing working capital adjustment (the "Working Capital Adjustment").Pursuant to the terms of the Merger Agreement as further modified by that certain Stockholder Agreement (the "Stockholder Agreement") entered into on March 15, 2024, by and between the Issuer and certain Soylent stockholders, the 2016 Partnership may be entitled to receive additional shares of the Issuer's Class A Common Stock for no additional consideration if the volume weighted average trading price of the Issuer's Class A Common Stock is less than $0.35 per share for each of the 30-trading day periods ending on: (i) February 14, 2024 (the "First Post-Closing Adjustment") and (ii) May 15, 2025 (the "Second Post-Closing Adjustment").The shares issuable pursuant to the Working Capital Adjustment and the First Post-Closing Adjustment were issued on a delayed basis during 2024, retroactive to their respective contractually agreed post-closing adjustment dates. The number of securities reported in this Statement as beneficially owned by the Reporting Persons includes the shares issued pursuant to the Working Capital Adjustment and the First Post-Closing Adjustment but does not include any securities which may be issued at a future date pursuant to the Second Post-Closing Adjustment.The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed by the Issuer with the SEC on February 21, 2023, as Exhibit 2.1 to the Issuer's Current Report filed on Form 8-K (File No. 000-54892). The foregoing description of the Stockholder Agreement, the First Post-Closing Adjustment, and the Second Post-Closing Adjustment is not complete and is qualified in its entirety by reference to the full text of the Stockholder Agreement, which was filed by the Issuer with the SEC on March 21, 2024, as Exhibit 10.1 to the Issuer's Current Report filed on Form 8-K (File No. 000-54892).

The percentage reported below was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and in reliance on the aggregate total of 647,431,696 shares of the Issuer's Class A Common Stock outstanding as of November 14, 2024, reported by the Issuer in its Quarterly Report for the period ended September 30, 2024, filed on Form 10-Q with the SEC on November 14, 2024.As of December 31, 2024, the Reporting Persons were deemed to directly or indirectly beneficially own 15.4% of the Issuer's outstanding Class A Common Stock.  %

2016 Partnership 02016 GP 02016 LLC 0Alphabet Holdings 0XXVI 0Parent 0

2016 Partnership 99,510,8052016 GP 99,510,8052016 LLC 99,510,805Alphabet Holdings 99,510,805XXVI 99,510,805Parent 99,510,805

2016 Partnership 02016 GP 02016 LLC 0Alphabet Holdings 0XXVI 0Parent 0

2016 Partnership 99,510,8052016 GP 99,510,8052016 LLC 99,510,805Alphabet Holdings 99,510,805XXVI 99,510,805Parent 99,510,805

Under certain circumstances described more specifically in the respective: (i) limited partnership agreements of the 2016 Partnership and 2016 GP and (ii) limited liability company agreement of 2016 LLC, the general and limited partners or members, as the case may be, of each of such Reporting Persons may be deemed to have the right to receive dividends from, or proceeds from the sale of, the Issuer's securities directly or indirectly owned by each Reporting Person of which it is a general partner, limited partner, or member.