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.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Berkeley Lights, Inc.
(Name of Issuer)
Common Stock, par value $0.00005 per share
(Title of Class of Securities)
084310101**
(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)
☒ 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. |
| ** | This CUSIP number applies to the Issuer’s Class A Common Stock. |
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).
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. VENTURE FUND XV, L.P. (“SEQUOIA CAPITAL U.S. VENTURE FUND XV”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
279,214 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
279,214 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
279,214 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 67,474,697 shares of common stock outstanding as of October 29, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021. |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV, L.P. (“SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,035 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,035 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,035 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 67,474,697 shares of common stock outstanding as of October 29, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021. |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q), L.P. (“SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q)”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
16,804 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
16,804 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,804 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 67,474,697 shares of common stock outstanding as of October 29, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021. |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND, L.P. (“SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
61,325 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
61,325 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,325 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 67,474,697 shares of common stock outstanding as of October 29, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021. |
| 1 | NAME OF REPORTING PERSON
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 (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
755,670 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
755,670 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,670 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 67,474,697 shares of common stock outstanding as of October 29, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021. |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS FUND VI, L.P. (“SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS FUND VI”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
47,432 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
47,432 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,432 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 67,474,697 shares of common stock outstanding as of October 29, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021. |
| 1 | NAME OF REPORTING PERSON
SC U.S. VENTURE XV MANAGEMENT, L.P. (“SC U.S. VENTURE XV MANAGEMENT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
363,378, of which 279,214 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE FUND XV, 6,035 shares are directly owned by SEQUOIA CAPITAL U.S. PARTNERS FUND XV, 16,804 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q) and 61,325 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND. The General Partner of SEQUOIA CAPITAL U.S. VENTURE FUND XV, SEQUOIA CAPITAL U.S. PARTNERS FUND XV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q) and SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND is SC U.S. VENTURE XV MANAGEMENT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
363,378, of which 279,214 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE FUND XV, 6,035 shares are directly owned by SEQUOIA CAPITAL U.S. PARTNERS FUND XV, 16,804 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q) and 61,325 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND. The General Partner of SEQUOIA CAPITAL U.S. VENTURE FUND XV, SEQUOIA CAPITAL U.S. PARTNERS FUND XV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q) and SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND is SC U.S. VENTURE XV MANAGEMENT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
363,378 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 67,474,697 shares of common stock outstanding as of October 29, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021. |
| 1 | NAME OF REPORTING PERSON
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 (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
803,102, of which 755,670 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI and 47,432 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND. The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
803,102, of which 755,670 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI and 47,432 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND. The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,102 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 67,474,697 shares of common stock outstanding as of October 29, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021. |
| 1 | NAME OF REPORTING PERSON
SC US (TTGP), LTD. (“SC US (TTGP)”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,166,480 shares, of which 279,214 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE FUND XV, 6,035 shares are directly owned by SEQUOIA CAPITAL U.S. PARTNERS FUND XV, 16,804 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q), 61,325 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND, 755,670 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI and 47,432 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND. The General Partner of SEQUOIA CAPITAL U.S. VENTURE FUND XV, SEQUOIA CAPITAL U.S. PARTNERS FUND XV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q) and SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND is SC U.S. VENTURE XV MANAGEMENT. The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of SC U.S. VENTURE XV MANAGEMENT and SC U.S. GROWTH VI MANAGEMENT is SC US (TTGP). | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,166,480 shares, of which 279,214 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE FUND XV, 6,035 shares are directly owned by SEQUOIA CAPITAL U.S. PARTNERS FUND XV, 16,804 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q), 61,325 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND, 755,670 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI and 47,432 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND . The General Partner of SEQUOIA CAPITAL U.S. VENTURE FUND XV, SEQUOIA CAPITAL U.S. PARTNERS FUND XV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q) and SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND is SC U.S. VENTURE XV MANAGEMENT. The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of SC U.S. VENTURE XV MANAGEMENT and SC U.S. GROWTH VI MANAGEMENT is SC US (TTGP). | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,166,480 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 67,474,697 shares of common stock outstanding as of October 29, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021. |
| ITEM 1. |
(a) Name of Issuer:
Berkeley Lights, Inc.
(b) Address of Issuer’s Principal Executive Offices:
5858 Horton Street, Suite 320
Emeryville, California 94608
| ITEM 2. |
(a) Name of Persons Filing:
Sequoia Capital U.S. Venture Fund XV, L.P.
Sequoia Capital U.S. Venture Partners Fund XV, L.P.
Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.
Sequoia Capital U.S. Venture XV Principals Fund, L.P.
Sequoia Capital U.S. Growth Fund VI, L.P.
Sequoia Capital U.S. Growth Principals VI Fund, L.P.
SC U.S. Venture XV Management, L.P.
SC U.S. Growth VI Management, L.P.
SC US (TTGP), Ltd.
The General Partner of SEQUOIA CAPITAL U.S. VENTURE FUND XV, SEQUOIA CAPITAL U.S. PARTNERS FUND XV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q) and SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND is SC U.S. VENTURE XV MANAGEMENT. The General Partner of SC U.S. VENTURE XV MANAGEMENT is SC US (TTGP).
The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of SC U.S. GROWTH VI MANAGEMENT is SC US (TTGP).
(b) Address of Principal Business Office or, if none, Residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
(c) Citizenship:
SEQUOIA CAPITAL U.S. VENTURE FUND XV, SEQUOIA CAPITAL U.S. PARTNERS FUND XV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q), SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND, SEQUOIA CAPITAL U.S. GROWTH FUND VI, SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, SC U.S. VENTURE XV MANAGEMENT, SC U.S. GROWTH VI MANAGEMENT, SC US (TTGP): Cayman Islands
(d) CUSIP No.: 084310101
| ITEM 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE
| ITEM 4. | OWNERSHIP |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| 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 X.
| 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. |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
| Sequoia Capital U.S. Venture Fund XV, L.P. | ||
| By: | SC U.S. Venture XV Management, L.P. its General Partner | |
| By: | SC US (TTGP), Ltd. its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| Sequoia Capital U.S. Venture Partners Fund XV, L.P | ||
| By: | SC U.S. Venture XV Management, L.P its General Partner | |
| By: | SC US (TTGP), Ltd. its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P. | ||
| By: | SC U.S. Venture XV Management, L.P. its General Partner | |
| By: | SC US (TTGP), Ltd. its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| Sequoia Capital U.S. Venture XV Principals Fund, L.P. | ||
| By: | SC U.S. Venture XV Management, L.P. its General Partner | |
| By: | SC US (TTGP), Ltd. its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| Sequoia Capital U.S. Growth Fund VI, L.P. | ||
| By: | SC U.S. VI Management, L.P. its General Partner | |
| By: | SC US (TTGP), Ltd. its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| Sequoia Capital U.S. Growth Principals VI Fund, LP | ||
| By: | SC U.S. Growth VI Management, L.P. its General Partner | |
| By: | SC US (TTGP), Ltd. its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| SC U.S. Venture XV Management, L.P. | ||
| By: | SC US (TTGP), Ltd. its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| SC U.S. Growth VI Management, L.P. | ||
| By: | SC US (TTGP), Ltd. its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| SC US (TTGP), Ltd. | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||