Item 1 Comment:
EXPLANATORY NOTE
Except as set forth in this Amendment No. 8, 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"), Amendment No. 2 thereto on August 28, 2024 ("Amendment No. 2"), Amendment No. 3 thereto on September 4, 2024 ("Amendment No. 3"), Amendment No. 4 thereto on September 9, 2024 ("Amendment No. 4"), Amendment No. 5 thereto on November 21, 2024 ("Amendment No. 5"), Amendment No. 6 thereto on June 3, 2025 ("Amendment No. 6") and Amendment No. 7 thereto on May 11, 2026 ("Amendment No. 7" and collectively, with the initial Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, 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 No. 8 to reflect a pro rata in-kind shares distribution of Common Stock of the Company to partners or members for no consideration by SCF and SCFP and subsequent distributions by general partners or managing members to their respective partners or members.
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| (a) | Paragraphs (a) and (c) of Item 5 of the Original 13D are hereby amended and restated in their entirety as follows:
The aggregate number of Common Stock and the percentage of total outstanding Common Stock beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships of Common Stock in this Statement are based upon the 231,500,067 shares of Common Stock stated to be outstanding as of July 31, 2026, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2026. The Reporting Persons may be deemed to beneficially own an aggregate of 21,911,961 shares of Common Stock, which constitutes approximately 9.5% of the Company's 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.
SC GGF III beneficially owns 351,374 shares of Common Stock, which represents approximately 0.2% of the outstanding 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 Common Stock, which represents approximately 0.4% of the outstanding 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 Common Stock, comprised of 2,150,331 shares of Common Stock directly owned by SC US/E Expansion Fund I MGMT and 1,000,000 shares of Common Stock directly owned by SC US/E Expansion Fund I, which represents approximately 1.4% of the outstanding 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 Common Stock, which represents approximately 0.5% of the outstanding 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 Common Stock, which represents approximately 0.2% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.
SCFP beneficially owns 2,184,747 shares of Common Stock, which represents approximately 0.9% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.
SCF beneficially owns 15,007,977 shares of Common Stock, which represents approximately 6.5% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.
Sequoia Capital Fund Management, as the general partner of SCF and manager of SCFP, may be deemed to beneficially own an aggregate of 17,192,724 shares of Common Stock, which represents approximately 7.4% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.
SC US (TTGP), as the general partner of SCGGF III - U.S./India Management, SC GGF III MGMT, SC US/E Expansion Fund I MGMT and Sequoia Capital Fund Management, may be deemed to beneficially own an aggregate of 21,911,961 shares of Common Stock, which represents approximately 9.5% of the outstanding 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. |
