Amendment: SEC Form SCHEDULE 13G/A filed by Planet Labs PBC
$PL
Radio And Television Broadcasting And Communications Equipment
Technology
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 2)
|
Planet Labs PBC (Name of Issuer) |
Class A Common Stock, $0.0001 par value (Title of Class of Securities) |
72703X106 (CUSIP Number) |
03/31/2025 (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)
|
SCHEDULE 13G
|
| CUSIP No. | 72703X106 |
| 1 | Names of Reporting Persons
Draper Fisher Jurvetson Fund X, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,163,143.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 2. Reporting Person expressly disclaims status as a group for purposes of this Schedule 13G.
Row 6, 8 and 9. Represents shares of Class A Common Stock of the Issuer beneficially owned on March 31, 2025. Does not include up to 2,332,842 additional shares of the Issuer Class A common stock which may be issued as additional contingent consideration (as part of a prior business combination involving the Issuer) in four substantially equal installments if the closing price of the Issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
Row 11. This percentage set forth on the cover sheet is calculated based upon 281,093,438 shares of Class A common stock reported outstanding by the Issuer at March 21, 2025.
SCHEDULE 13G
|
| CUSIP No. | 72703X106 |
| 1 | Names of Reporting Persons
Draper Fisher Jurvetson Fund X Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,163,143.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 2. Reporting Person expressly disclaims status as a group for purposes of the 13G.
Row 6, 8 and 9. All of these shares are held directly by Draper Fisher Jurvetson Fund X, L.P. (Fund X). Draper Fisher Jurvetson Fund X Partners, L.P. is the GP of Fund X.
Row 6, 8 and 9. Represents shares of Class A Common Stock of the Issuer beneficially owned on March 31, 2025. Does not include up to 2,332,842 additional shares of the Issuer Class A common stock which may be issued as additional contingent consideration (as part of a prior business combination involving the Issuer) in four substantially equal installments if the closing price of the Issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
Row 11. This percentage set forth on the cover sheet is calculated based upon 281,093,438 shares of Class A common stock reported outstanding by the Issuer at March 21, 2025.
SCHEDULE 13G
|
| CUSIP No. | 72703X106 |
| 1 | Names of Reporting Persons
DFJ Fund X, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,163,143.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 2. Reporting Person expressly disclaims status as a group for purposes of the 13G.
Row 6, 8 and 9. All of these shares are owned directly by Draper Fisher Jurvetson Fund X, L.P. ("Fund X"). DFJ Fund X, Ltd. is the General Partner of Draper Fisher Jurvetson Fund X Partners, L.P., which is the General Partner of Fund X. Messrs. Timothy C. Draper, John H.N. Fisher, Andreas Stavropoulos, Joshua Stein and Donald F. Wood are directors of DFJ Fund X, Ltd.
Row 6, 8 and 9. Represents shares of Class A Common Stock of the Issuer beneficially owned on March 31, 2025. Does not include up to 2,332,842 additional shares of the Issuer Class A common stock which may be issued as additional contingent consideration (as part of a prior business combination involving the Issuer) in four substantially equal installments if the closing price of the Issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
Row 11. This percentage set forth on the cover sheet is calculated based upon 281,093,438 shares of Class A common stock reported outstanding by the Issuer at March 21, 2025.
SCHEDULE 13G
|
| CUSIP No. | 72703X106 |
| 1 | Names of Reporting Persons
Draper Fisher Jurvetson Partners X, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
463,302.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 2. Reporting Person expressly disclaims status as a group for purposes of the 13G.
Row 6, 8 and 9. Draper Fisher Jurvetson Partners X, LLC. ("Fund X LLC") is a side-by-side fund of Draper Fisher Jurvetson Fund X, L.P. ("Fund X"). The managing members of Fund X LLC are Messrs. Draper and Fisher, who each disclaim beneficial ownership of the shares held by Fund X LLC except to the extent of their pecuniary interest therein.
Row 6, 8 and 9. Represents shares of Class A Common Stock of the Issuer beneficially owned on March 31, 2025. Does not include up to 71,278 additional shares of the Issuer Class A common stock which may be issued as additional contingent consideration (as part of a prior business combination involving the Issuer) in four substantially equal installments if the closing price of the Issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
Row 11. This percentage set forth on the cover sheet is calculated based upon 281,093,438 shares of Class A common stock reported outstanding by the Issuer at March 21, 2025.
SCHEDULE 13G
|
| CUSIP No. | 72703X106 |
| 1 | Names of Reporting Persons
Draper Associates Riskmasters Fund II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
940,235.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 2. Reporting Person expressly disclaims status as a group for purposes of the 13G.
Row 6, 8 and 9. Mr. Timothy C. Draper is the managing member of Draper Associates Riskmasters Fund II, LLC and has sole investment and voting power.
Row 6, 8 and 9. Represents shares of Class A Common Stock of the Issuer beneficially owned on March 31, 2025. Does not include up to 103,820 additional shares of the Issuer Class A common stock which may be issued as additional contingent consideration (as part of a prior business combination involving the Issuer) in four substantially equal installments if the closing price of the Issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
Row 11. This percentage set forth on the cover sheet is calculated based upon 281,093,438 shares of Class A common stock reported outstanding by the Issuer at March 21, 2025.
SCHEDULE 13G
|
| CUSIP No. | 72703X106 |
| 1 | Names of Reporting Persons
Draper Associates Riskmasters Fund III, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
761,659.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 2. Reporting Person expressly disclaims status as a group for purposes of the 13G.
Row 6, 8 and 9. Mr. Timothy C. Draper is the managing member of Draper Associates Riskmasters Fund III, LLC and has sole investment and voting power.
Row 6, 8 and 9. Represents shares of Class A Common Stock of the Issuer beneficially owned on March 31, 2025. Does not include up to 84,101 additional shares of the Issuer Class A common stock which may be issued as additional contingent consideration (as part of a prior business combination involving the Issuer) in four substantially equal installments if the closing price of the Issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
Row 11. This percentage set forth on the cover sheet is calculated based upon 281,093,438 shares of Class A common stock reported outstanding by the Issuer at March 21, 2025.
SCHEDULE 13G
|
| CUSIP No. | 72703X106 |
| 1 | Names of Reporting Persons
Timothy C. Draper | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,328,339.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 2. Reporting Person expressly disclaims status as a group for purposes of the 13G.
Row 5 and 7. Of these shares, 940,235 shares are held by Draper Associates Riskmasters Fund II, LLC ("DARF II"), and 761,659 shares are held by Draper Associates Riskmasters Fund III, LLC ("DARF III"). Mr. Draper is the Managing Member of DARF II and DARF III and has sole investment and voting power with respect to all such shares.
Row 6, 8 and 9. Of these shares, 15,163,143 shares are directly held by Draper Fisher Jurvetson Fund X, L.P., and 463,302 shares are directly held by Draper Fisher Jurvetson Partners X, LLC.
Row 5, 6, 7, 8 and 9. Represents shares of Class A Common Stock of the Issuer beneficially owned on March 31, 2025. Does not include up to 2,592,041 additional shares of the Issuer Class A common stock which may be issued as additional contingent consideration (as part of a prior business combination involving the Issuer) in four substantially equal installments if the closing price of the Issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
Row 11. This percentage set forth on the cover sheet is calculated based upon 281,093,438 shares of Class A common stock reported outstanding by the Issuer at March 21, 2025.
SCHEDULE 13G
|
| CUSIP No. | 72703X106 |
| 1 | Names of Reporting Persons
John H. N. Fisher | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,626,445.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Row 2. Reporting Person expressly disclaims status as a group for purposes of the 13G.
Row 6, 8 and 9. Of these shares, 15,163,143 are held by Draper Fisher Jurvetson Fund X, L.P., and 463,302 shares are held by Draper Fisher Jurvetson Partners X, LLC.
Row 6, 8 and 9. Represents shares of Class A Common Stock of the Issuer beneficially owned on March 31, 2025. Does not include up to 2,404,120 additional shares of the Issuer Class A common stock which may be issued as additional contingent consideration (as part of a prior business combination involving the Issuer) in four substantially equal installments if the closing price of the Issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
Row 11. This percentage set forth on the cover sheet is calculated based upon 281,093,438 shares of Class A common stock reported outstanding by the Issuer at March 21, 2025.
SCHEDULE 13G
|
| CUSIP No. | 72703X106 |
| 1 | Names of Reporting Persons
Andreas Stavropoulos | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,163,143.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 2. Reporting Person expressly disclaims status as a group for purposes of the 13G.
Row 6, 8 and 9. All of these shares are held by Draper Fisher Jurvetson Fund X, L.P.
Row 6, 8 and 9. Represents shares of Class A Common Stock of the Issuer beneficially owned on March 31, 2025. Does not include up to 2,332,842 additional shares of the Issuer Class A common stock which may be issued as additional contingent consideration (as part of a prior business combination involving the Issuer) in four substantially equal installments if the closing price of the Issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
Row 11. This percentage set forth on the cover sheet is calculated based upon 281,093,438 shares of Class A common stock reported outstanding by the Issuer at March 21, 2025.
SCHEDULE 13G
|
| CUSIP No. | 72703X106 |
| 1 | Names of Reporting Persons
Joshua Stein | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,163,143.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 2. Reporting Person expressly disclaims status as a group for purposes of the 13G.
Row 6, 8 and 9. All of these shares are held by Draper Fisher Jurvetson Fund X, L.P.
Row 6, 8 and 9. Represents shares of Class A Common Stock of the Issuer beneficially owned on March 31, 2025. Does not include up to 2,332,842 additional shares of the Issuer Class A common stock which may be issued as additional contingent consideration (as part of a prior business combination involving the Issuer) in four substantially equal installments if the closing price of the Issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
Row 11. This percentage set forth on the cover sheet is calculated based upon 281,093,438 shares of Class A common stock reported outstanding by the Issuer at March 21, 2025.
SCHEDULE 13G
|
| CUSIP No. | 72703X106 |
| 1 | Names of Reporting Persons
Donald F. Wood | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,163,143.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 2. Reporting Person expressly disclaims status as a group for purposes of the 13G.
Row 6, 8 and 9. All of these shares are held by Draper Fisher Jurvetson Fund X, L.P.
Row 6, 8 and 9. Represents shares of Class A Common Stock of the Issuer beneficially owned on March 31, 2025. Does not include up to 2,332,842 additional shares of the Issuer Class A common stock which may be issued as additional contingent consideration (as part of a prior business combination involving the Issuer) in four substantially equal installments if the closing price of the Issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
Row 11. This percentage set forth on the cover sheet is calculated based upon 281,093,438 shares of Class A common stock reported outstanding by the Issuer at March 21, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Planet Labs PBC | |
| (b) | Address of issuer's principal executive offices:
645 Harrison Street, Floor 4, San Francisco, CA 94107 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed on behalf of:
(i) Draper Fisher Jurvetson Fund X, L.P., a Cayman Island exempted limited partnership ("Fund X").
(ii) Draper Fisher Jurvetson Fund X Partners, L.P., a Cayman Islands exempted limited partnership ("Fund X Partners") is the general partner of Fund X.
(iii) DFJ Fund X, Ltd., a Cayman Islands exempted limited liability company ("Fund X Ltd.") is the general partner to Fund X Partners. Messrs. Timothy C. Draper, John H.N. Fisher, Andreas Stavropoulos, Joshua Stein and Donald F. Wood are directors. Messrs. Draper, Fisher, Stavropoulos, Stein and Wood exercise shared voting and investment power over the shares held by Fund X. Messrs. Draper, Fisher, Stavropoulos, Stein and Wood disclaim beneficial ownership of the shares held by Fund X except to the extent of any pecuniary interest therein.
(iv) Draper Fisher Jurvetson Partners X, LLC, a California limited liability company ("Partners X") is a side-by-side fund of Fund X. The managing members of Partners X are Messrs. Draper and Fisher. Decisions with respect to Partners X securities are made automatically in conjunction with decisions by Fund X. Messrs. Draper and Fisher disclaim beneficial ownership of the shares held by Partners X except to the extent of their pecuniary interest therein.
(v) Draper Associates Riskmasters Fund II, LLC, a California limited liability company ("DARFII"). Mr. Draper is the managing member of DARFII and he disclaims beneficial ownership of the shares held by DARFII except to the extent of his pecuniary interest therein.
(vi) Draper Associates Riskmasters Fund III, LLC, a California limited liability company ("DARFIII"). Mr. Draper is the managing member of DARFIII and he disclaims beneficial ownership of the shares held by DARFIII except to the extent of his pecuniary interest therein.
(vii) Timothy C. Draper, a United States citizen, is a managing director of Fund X, a managing member of Partners X and director of Fund X Ltd. Mr. Draper is also the Managing Member of DARFII and DARFIII.
(viii) John H. N. Fisher, a United States citizen, is a managing director of Fund X, a managing member of Partners X and a director of Fund X Ltd.
(ix) Andreas Stavropoulos, a United States citizen, is a director of Fund X Ltd.
(x) Joshua Stein, a United States citizen, is a director of Fund X Ltd.
(xi) Donald F. Wood, a United States citizen, is a director of Fund X Ltd. | |
| (b) | Address or principal business office or, if none, residence:
1 North B Street, Suite 2500, San Mateo, CA 94401 | |
| (c) | Citizenship:
See 2(a) | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value | |
| (e) | CUSIP No.:
72703X106 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information set forth on all of the cover sheets hereto with respect to each of the Reporting Persons on this Schedule 13G is incorporated herein by reference. The percentages set forth on the cover sheets and below are calculated based on 281,093,438 shares of Class A common stock outstanding at March 21, 2025. The information set forth in this Schedule 13G does not reflect an additional 27,000,000 shares of Class A Common Stock which may be issued by the Issuer in the aggregate as contingent consideration in certain circumstances.
Draper Fisher Jurvetson Fund X, L.P.
A. Amount Beneficially owned: 15,163,143
B. Percent of Class: 5.4%
C. Number of shares owned to which such person has:
1. sole power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 15,163,143
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 15,163,143
Draper Fisher Jurvetson Fund X Partners, L.P.
A. Amount Beneficially owned: 15,163,143
B. Percent of Class: 5.4%
C. Number of shares owned to which such person has:
1. sole power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 15,163,143
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 15,163,143
DFJ Fund X, Ltd.
A. Amount Beneficially owned: 15,163,143
B. Percent of Class: 5.4%
C. Number of shares owned to which such person has:
1. sole power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 15,163,143
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 15,163,143
Draper Fisher Jurvetson Partners X, LLC
A. Amount Beneficially owned: 463,302
B. Percent of Class: 0.2%
C. Number of shares owned to which such person has:
1. sole power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 463,302
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 463,302
Draper Associates Riskmasters Fund II, LLC
A. Amount Beneficially owned: 940,235
B. Percent of Class: 0.3%
C. Number of shares owned to which such person has:
1. sole power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 940,235
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 940,235
Draper Associates Riskmasters Fund III, LLC
A. Amount Beneficially owned: 761,659
B. Percent of Class: 0.3%
C. Number of shares owned to which such person has:
1. sole power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 761,659
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 761,659
Timothy C. Draper
A. Amount Beneficially owned: 17,328,339
B. Percent of Class: 6.2%
C. Number of shares owned to which such person has:
1. sole power to vote or to direct the vote: 1,701,894
2. shared power to vote or to direct the vote: 15,626,445
3. sole power to dispose or to direct the disposition of: 1,701,894
4. shared power to dispose or to direct the disposition of: 15,626,445
John H. N. Fisher
A. Amount Beneficially owned: 15,626,445
B. Percent of Class: 5.6%
C. Number of shares owned to which such person has:
1. sole power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 15,626,445
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 15,626,445
Andreas Stavropoulos
A. Amount Beneficially owned: 15,163,143
B. Percent of Class: 5.4%
C. Number of shares owned to which such person has:
1. sole power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 15,163,143
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 15,163,143
Joshua Stein
A. Amount Beneficially owned: 15,163,143
B. Percent of Class: 5.4%
C. Number of shares owned to which such person has:
1. sole power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 15,163,143
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 15,163,143
Donald F. Wood
A. Amount Beneficially owned: 15,163,143
B. Percent of Class: 5.4%
C. Number of shares owned to which such person has:
1. sole power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 15,163,143
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 15,163,143 | |
| (b) | Percent of class:
See 4(a) | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See 4(a) | ||
| (ii) Shared power to vote or to direct the vote:
See 4(a) | ||
| (iii) Sole power to dispose or to direct the disposition of:
See 4(a) | ||
| (iv) Shared power to dispose or to direct the disposition of:
See 4(a) | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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