Item 1 Comment:
Except as set forth in this Amendment No. 4 (this "Amendment"), the initial Schedule 13D filed on March 21, 2022, as amended by Amendment No. 1 thereto on November 14, 2022 ("Amendment No. 1"), Amendment No. 2 ("Amendment No. 2") thereto on July 25, 2022 and Amendment No. 3 thereto on November 7, 2023 ("Amendment No. 3" and collectively, with the initial Schedule 13D, Amendment No. 1 and Amendment No. 2, 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 pro rata distributions of Class A Common Stock of the Company to partners or members for no consideration by Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. and subsequent distributions by general partners or managing members to their respective partners or members. |
| (a) | Paragraphs (a) and (c) of Item 5 of the Original 13D are hereby amended and restated in their entirety as follows:
(a) References to percentage ownerships of Class A Common Stock in this Statement are based upon the 241,553,184 shares of Class A Common Stock stated to be outstanding as of April 25, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 29, 2025. The Reporting Persons may be deemed to beneficially own an aggregate of 2,885,303 shares of Class A Common Stock and 4,275,582 shares of Class B Common Stock, which represents approximately 2.9% 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.
SC GGF III beneficially owns 2,885,303 shares of Class A Common Stock and 4,275,582 shares of Class B Common Stock, which represents approximately 2.9% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.
SC GGF III Management, as the general partner of SC GGF III, may be deemed to beneficially own an aggregate of 7,160,885 shares of Class A Common Stock, of which 4,275,582 are shares of Class B Common Stock, which represents approximately 2.9% 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 GGF III Management may be deemed to beneficially own an aggregate of 7,160,885 shares of Class A Common Stock, of which 7,160,885 are shares of Class B Common Stock, which represents approximately 2.9% 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 GGF III Management, which is the general partner of SC GGF III. As such, DL and RB may be deemed to beneficially own an aggregate of 7,222,659 and 7,214,321 shares of Class A Common Stock, of which 4,275,582 are shares of Class B Common Stock, which represents approximately 2.9% 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. |
| (c) | Except as described in this Item 5(c), the Reporting Persons have not effected any transactions in the Class A Common Stock and Class B Common Stock during the past 60 days. On July 22, 2025, Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. distributed 7,160,884 shares of Class A Common Stock (issued upon conversion of shares of Class B Common Stock) pro rata to partners or members for no consideration. As a result of those distributions, RB acquired sole beneficial ownership of 26,718 shares of Class A Common Stock and DL acquired sole beneficial ownership of 30,887 shares of Class A Common Stock. On July 23, 2025, Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. distributed 7,160,884 shares of Class A Common Stock (issued upon conversion of shares of Class B Common Stock) pro rata to partners or members for no consideration. As a result of those distributions, RB acquired sole beneficial ownership of 26,718 shares of Class A Common Stock and DL acquired sole beneficial ownership of 30,887 shares of Class A Common Stock. |
