11/04/2025 | Press release | Distributed by Public on 11/04/2025 18:47
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series Seed Preferred Stock | (1) | 10/31/2025 | C | 765,736 | (1) | (1) | Class A Common Stock | 255,244 | (1) | 0 | I | By Andreessen Horowitz LSV Fund II, L.P.(3) | |||
| Series A Preferred Stock | (1) | 10/31/2025 | C | 603,920 | (1) | (1) | Class A Common Stock | 201,306 | (1) | 0 | I | By Andreessen Horowitz LSV Fund III, L.P.(4)(5) | |||
| Series C Preferred Stock | (1) | 10/31/2025 | C | 6,245,316 | (1) | (1) | Class A Common Stock | 2,081,772 | (1) | 0 | I | By Andreessen Horowitz Fund V, L.P.(6) | |||
| Series C Preferred Stock | (1) | 10/31/2025 | C | 31,226,580 | (1) | (1) | Class A Common Stock | 10,408,860 | (1) | 0 | I | By AH Parallel Fund V, L.P.(8)(9) | |||
| Series C Preferred Stock | (1) | 10/31/2025 | C | 41,635 | (1) | (1) | Class A Common Stock | 13,878 | (1) | 0 | I | By CLF Partners, LP(7) | |||
| Series D Preferred Stock | (1) | 10/31/2025 | C | 20,244,280 | (1) | (1) | Class A Common Stock | 6,757,090 | (1) | 0 | I | By Andreessen Horowitz LSV Fund I, L.P.(2) | |||
| Series E Preferred Stock | (1) | 10/31/2025 | C | 9,763,156 | (1) | (1) | Class A Common Stock | 3,272,830 | (1) | 0 | I | By Andreessen Horowitz LSV Fund II, L.P.(3) | |||
| Series F Preferred Stock | (1) | 10/31/2025 | C | 2,309,297 | (1) | (1) | Class A Common Stock | 777,832 | (1) | 0 | I | By Andreessen Horowitz LSV Fund II, L.P.(3) | |||
| Series F Preferred Stock | (1) | 10/31/2025 | C | 9,274 | (1) | (1) | Class A Common Stock | 3,123 | (1) | 0 | I | By CLF Partners, LP(7) | |||
| Series G-1 Preferred Stock | (1) | 10/31/2025 | C | 1,201,643 | (1) | (1) | Class A Common Stock | 405,855 | (1) | 0 | I | By Andreessen Horowitz LSV Fund III, L.P.(4)(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Andreessen Horowitz Fund V, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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Andreessen Horowitz Fund V-A, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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Andreessen Horowitz Fund V-B, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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Andreessen Horowitz Fund V-Q, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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AH Equity Partners V, L.L.C. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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AH Parallel Fund V, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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AH Parallel Fund V-A, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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AH Parallel Fund V-B, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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AH Parallel Fund V-Q, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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AH Equity Partners V (Parallel), L.L.C. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
| Andreessen Horowitz Fund V, L.P., By AH Equity Partners V, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 11/04/2025 | |
| **Signature of Reporting Person | Date | |
| Andreessen Horowitz Fund V-A, L.P., By AH Equity Partners V, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 11/04/2025 | |
| **Signature of Reporting Person | Date | |
| Andreessen Horowitz Fund V-B, L.P., By AH Equity Partners V, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 11/04/2025 | |
| **Signature of Reporting Person | Date | |
| Andreessen Horowitz Fund V-Q, L.P., By AH Equity Partners V, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 11/04/2025 | |
| **Signature of Reporting Person | Date | |
| AH Equity Partners V, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer | 11/04/2025 | |
| **Signature of Reporting Person | Date | |
| AH Parallel Fund V, L.P., By AH Equity Partners V (Parallel), L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 11/04/2025 | |
| **Signature of Reporting Person | Date | |
| AH Parallel Fund V-A, L.P., By AH Equity Partners V (Parallel), L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 11/04/2025 | |
| **Signature of Reporting Person | Date | |
| AH Parallel Fund V-B, L.P., By AH Equity Partners V (Parallel), L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 11/04/2025 | |
| **Signature of Reporting Person | Date | |
| AH Parallel Fund V-Q, L.P., By AH Equity Partners V (Parallel), L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 11/04/2025 | |
| **Signature of Reporting Person | Date | |
| AH Equity Partners V (Parallel), L.L.C., By /s/ Phil Hathaway, Chief Operating Officer | 11/04/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each share of Series Seed, Series A, Series C, Series D, Series E, Series F and Series G-1 Preferred Stock automatically converted into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering ("IPO") for no additional consideration at a conversion ratio that was dependent upon the initial offering price per share of the Class A Common Stock to the public in the Issuer's IPO, and had no expiration date. |
| (2) | These shares are held of record by Andreessen Horowitz LSV Fund I, L.P. ("AH LSV Fund I"), for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of AH LSV Fund I, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV I and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| (3) | These shares are held of record by Andreessen Horowitz LSV Fund II, L.P. ("AH LSV Fund II"), for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II "), the general partner of AH LSV Fund II, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund II Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV II and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund II Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| (4) | These shares are held of record by Andreessen Horowitz LSV Fund III, L.P. ("AH LSV Fund III"), for itself and as nominee for Andreessen Horowitz LSV Fund III-B, L.P., AH 2022 Annual Fund, L.P., AH 2022 Annual Fund-B, L.P. and AH 2022 Annual Fund-QC, L.P. (collectively, the "AH LSV Fund III Entities"). AH Equity Partners LSV III, L.L.C. ("AH EP LSV III"), the general partner of AH LSV Fund III, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund III Entities. |
| (5) | (Continued from Footnote 4) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV III and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund III Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund III Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| (6) | These shares are held of record by Andreessen Horowitz Fund V, L.P. ("AH Fund V"), for itself and as nominee for Andreessen Horowitz Fund V-A, L.P., Andreessen Horowitz Fund V-B, L.P. and Andreessen Horowitz Fund V-Q, L.P. (collectively, the "AH Fund V Entities"). AH Equity Partners V, L.L.C. ("AH EP V"), the general partner of AH Fund V, may be deemed to have sole voting and dispositive power over the shares held by the AH Fund V Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund V Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund V Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| (7) | These shares are held of record by CLF Partners, LP ("CLF"). AH EP V, the general partner of CLF, may be deemed to have sole voting and dispositive power over the shares held by CLF. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V and may be deemed to have shared voting and dispositive power over the shares held by CLF. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by CLF and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| (8) | These shares are held of record by AH Parallel Fund V, L.P. ("AH Parallel V"), for itself and as nominee for AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., and AH Parallel Fund V-Q, L.P. (collectively, the "AH Parallel Fund V Entities"). AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of AH Parallel V, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund V Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund V Entities. |
| (9) | (Continued from Footnote 8) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund V Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
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Remarks: This Form 4 is the third of three Forms 4 filed relating to the same event. Combined, the three reports report the holdings for the following Reporting Persons: Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz LSV Fund I-B, L.P., Andreessen Horowitz LSV Fund I-Q, L.P., AH Equity Partners LSV I, L.L.C., Andreessen Horowitz LSV Fund II, L.P., Andreessen Horowitz LSV Fund II-B, L.P., Andreessen Horowitz LSV Fund II-Q, L.P., AH Equity Partners LSV II, L.L.C., Andreessen Horowitz LSV Fund III, L.P., Andreessen Horowitz LSV Fund III-B, L.P., AH Equity Partners LSV III, L.L.C., AH 2022 Annual Fund, L.P., AH 2022 Annual Fund-B, L.P., AH 2022 Annual Fund-QC, L.P., AH Equity Partners 2022 Annual Fund, L.L.C., Andreessen Horowitz Fund V, L.P., Andreessen Horowitz Fund V-A, L.P., Andreessen Horowitz Fund V-B, L.P., Andreessen Horowitz Fund V-Q, L.P., CLF Partners, LP, AH Equity Partners V, L.L.C., AH Parallel Fund V, L.P., AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., AH Parallel Fund V-Q, L.P., AH Equity Partners V (Parallel), L.L.C. and Marc Andreessen. This Form 4 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. |
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