SEC Form SC 13D/A filed by Otonomo Technologies Ltd. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Otonomo Technologies Ltd.
(Name of Issuer)
Ordinary Shares
(Class of Securities)
M7571L103
(CUSIP Number)
Bessemer Venture Partners
1865 Palmer Avenue, Suite 104
Larchmont, NY 10528
(914) 833-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 18, 2022
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ☐
| * | 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 disclosures provided in a prior cover page. |
The information required on 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).
CUSIP: M7571L103
| (1) |
Name of Reporting Persons:
Bessemer Venture Partners IX L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power
3,088,886 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
3,088,886 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,563,561 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.2%* | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| * | The percent of class was calculated based on 133,157,402 Ordinary Shares issued and outstanding as of April 1, 2022, as disclosed in the Registration Statement on Form F-1 filed with the Securities and Exchange Commission by Otonomo Technologies Ltd. on May 6, 2022. |
CUSIP: M7571L103
| (1) |
Name of Reporting Persons:
Bessemer Venture Partners IX Institutional L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power
2,474,675 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
2,474,675 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,563,561 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.2%* | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| * | The percent of class was calculated based on 133,157,402 Ordinary Shares issued and outstanding as of April 1, 2022, as disclosed in the Registration Statement on Form F-1 filed with the Securities and Exchange Commission by Otonomo Technologies Ltd. on May 6, 2022. |
CUSIP: M7571L103
| (1) |
Name of Reporting Persons:
Deer IX & Co. L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power
5,563,561 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
5,563,561 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,563,561 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.2%* | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| * | The percent of class was calculated based on 133,157,402 Ordinary Shares issued and outstanding as of April 1, 2022, as disclosed in the Registration Statement on Form F-1 filed with the Securities and Exchange Commission by Otonomo Technologies Ltd. on May 6, 2022. |
CUSIP: M7571L103
| (1) |
Name of Reporting Persons:
Deer IX & Co. Ltd. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power
5,563,561 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
5,563,561 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,563,561 | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.2%* | |||||
| (14) | Type of Reporting Person (See Instructions):
CO | |||||
| * | The percent of class was calculated based on 133,157,402 Ordinary Shares issued and outstanding as of April 1, 2022, as disclosed in the Registration Statement on Form F-1 filed with the Securities and Exchange Commission by Otonomo Technologies Ltd. on May 6, 2022. |
CUSIP: M7571L103
This Amendment No. 1 (this “Amendment”) to Schedule 13D (the “Schedule 13D”) is being filed by Bessemer Venture Partners IX L.P. (“BVP IX”), Bessemer Venture Partners IX Institutional L.P. (“BPV IX Inst” and together with BVP IX, the “BVP IX Funds”), Deer IX & Co. L.P. (“Deer IX LP”), which is the general partner of each of the BVP IX Funds, and Deer IX & Co. Ltd., (“Deer IX Co,” and collectively with the BVP IX Funds and Deer IX LP, the “Reporting Persons”), which is the general partner of Deer IX LP. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 13D. Except as otherwise specifically amended in this Amendment, items in the Schedule 13D remain unchanged.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) As of August 25, 2022, BVP IX had sole voting and dispositive power with respect to 3,088,886 Ordinary Shares of the Issuer, constituting approximately 2.3% of the Issuer’s Ordinary Shares.
As of August 25, 2022, BVP IX Inst had sole voting and dispositive power with respect to 2,474,675 Ordinary Shares of the Issuer, constituting approximately 1.9% of the Issuer’s Ordinary Shares.
As of August 25, 2022, Deer IX LP, as the general partner of each of the BVP IX Funds may be deemed to have sole voting and dispositive power with respect to all 5,563,561 Ordinary Shares of the Issuer owned by the BVP IX Funds, constituting approximately 4.2% of the Issuer’s Ordinary Shares.
As of August 25, 2022, Deer IX Co, as the general partner of Deer IX LP may be deemed to have sole voting and dispositive power with respect to all 5,563,561 Ordinary Shares of the Issuer owned by the BVP IX Funds, constituting approximately 4.2% of the Issuer’s Ordinary Shares.
The percent of class was calculated based on 133,157,402 Ordinary Shares issued and outstanding as of April 1, 2022, as disclosed in the Registration Statement on Form F-1 filed with the Securities and Exchange Commission by Otonomo Technologies Ltd. on May 6, 2022.
(b)
Regarding the number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See line 7 of cover sheets
(ii) shared power to vote or to direct the vote: See line 8 of cover sheets
(iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets.
(iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets
(c) The table below sets forth all transactions in the Ordinary Shares effected by the Reporting Persons since the filing of the Schedule 13D.
| Reporting |
Date | Amount of Securities |
Price per Share |
Where and How Effected | ||||||||||
| BVP IX |
5/18/2022 | 349,776 | $ | 1.3022 | Disposed in the Open Market | |||||||||
| BVP IX |
5/19/2022 | 28,724 | $ | 1.4004 | Disposed in the Open Market | |||||||||
| BVP IX |
5/20/2022 | 15,744 | $ | 1.3077 | Disposed in the Open Market | |||||||||
| BVP IX |
5/23/2022 | 5,613 | $ | 1.3512 | Disposed in the Open Market | |||||||||
| BVP IX |
5/24/2022 | 22,653 | $ | 1.3156 | Disposed in the Open Market | |||||||||
| BVP IX |
5/25/2022 | 8,325 | $ | 1.3099 | Disposed in the Open Market | |||||||||
| BVP IX |
5/26/2022 | 832,800 | $ | 1.2869 | Disposed in the Open Market | |||||||||
| BVP IX |
5/27/2022 | 27,760 | $ | 1.3288 | Disposed in the Open Market | |||||||||
| BVP IX |
6/1/2022 | 66,624 | $ | 1.2949 | Disposed in the Open Market | |||||||||
CUSIP: M7571L103
| BVP IX |
6/2/2022 | 5,552 | $ | 1.3354 | Disposed in the Open Market | |||||||||
| BVP IX |
6/6/2022 | 3,799 | $ | 1.3135 | Disposed in the Open Market | |||||||||
| BVP IX |
6/7/2022 | 619,215 | $ | 1.2516 | Disposed in the Open Market | |||||||||
| BVP IX |
6/8/2022 | 54,456 | $ | 1.3000 | Disposed in the Open Market | |||||||||
| BVP IX |
6/9/2022 | 69,733 | $ | 1.3001 | Disposed in the Open Market | |||||||||
| BVP IX |
6/13/2022 | 59,406 | $ | 1.2942 | Disposed in the Open Market | |||||||||
| BVP IX |
6/15/2022 | 832,800 | $ | 1.2325 | Disposed in the Open Market | |||||||||
| BVP IX |
6/16/2022 | 27,760 | $ | 1.2995 | Disposed in the Open Market | |||||||||
| BVP IX |
6/17/2022 | 9,327 | $ | 1.2109 | Disposed in the Open Market | |||||||||
| BVP IX |
6/22/2022 | 194,871 | $ | 1.1491 | Disposed in the Open Market | |||||||||
| BVP IX |
6/23/2022 | 96,037 | $ | 1.1524 | Disposed in the Open Market | |||||||||
| BVP IX |
6/24/2022 | 877,777 | $ | 1.1517 | Disposed in the Open Market | |||||||||
| BVP IX |
6/27/2022 | 5,576 | $ | 1.1319 | Disposed in the Open Market | |||||||||
| BVP IX |
6/28/2022 | 3,554 | $ | 1.1779 | Disposed in the Open Market | |||||||||
| BVP IX |
6/29/2022 | 39,295 | $ | 1.1018 | Disposed in the Open Market | |||||||||
| BVP IX |
7/1/2022 | 12,164 | $ | 1.0845 | Disposed in the Open Market | |||||||||
| BVP IX |
7/5/2022 | 27,816 | $ | 1.0501 | Disposed in the Open Market | |||||||||
| BVP IX |
7/6/2022 | 6,614 | $ | 1.0366 | Disposed in the Open Market | |||||||||
| BVP IX |
7/7/2022 | 9,994 | $ | 1.0508 | Disposed in the Open Market | |||||||||
| BVP IX |
7/8/2022 | 9,868 | $ | 1.0385 | Disposed in the Open Market | |||||||||
| BVP IX |
7/11/2022 | 74,183 | $ | 1.0054 | Disposed in the Open Market | |||||||||
| BVP IX |
7/12/2022 | 94 | $ | 1.0053 | Disposed in the Open Market | |||||||||
| BVP IX |
7/13/2022 | 319 | $ | 1.0014 | Disposed in the Open Market | |||||||||
| BVP IX |
7/14/2022 | 13,880 | $ | 0.9466 | Disposed in the Open Market | |||||||||
| BVP IX |
7/15/2022 | 15,169 | $ | 0.9048 | Disposed in the Open Market | |||||||||
| BVP IX |
7/20/2022 | 63,047 | $ | 0.7517 | Disposed in the Open Market | |||||||||
| BVP IX |
7/21/2022 | 61,151 | $ | 0.7361 | Disposed in the Open Market | |||||||||
| BVP IX |
7/22/2022 | 36,276 | $ | 0.7207 | Disposed in the Open Market | |||||||||
| BVP IX |
7/25/2022 | 26,672 | $ | 0.7102 | Disposed in the Open Market | |||||||||
| BVP IX |
7/26/2022 | 16,055 | $ | 0.7216 | Disposed in the Open Market | |||||||||
| BVP IX |
7/27/2022 | 34,242 | $ | 0.7061 | Disposed in the Open Market | |||||||||
| BVP IX |
7/28/2022 | 20,157 | $ | 0.7000 | Disposed in the Open Market | |||||||||
| BVP IX |
7/29/2022 | 19,604 | $ | 0.7033 | Disposed in the Open Market | |||||||||
| BVP IX |
8/1/2022 | 6,556 | $ | 0.7025 | Disposed in the Open Market | |||||||||
| BVP IX |
8/2/2022 | 74,656 | $ | 0.7002 | Disposed in the Open Market | |||||||||
| BVP IX |
8/3/2022 | 110,955 | $ | 0.7103 | Disposed in the Open Market | |||||||||
| BVP IX |
8/4/2022 | 98,767 | $ | 0.7025 | Disposed in the Open Market | |||||||||
| BVP IX |
8/5/2022 | 52,690 | $ | 0.7002 | Disposed in the Open Market | |||||||||
| BVP IX |
8/8/2022 | 2,097,620 | $ | 0.7005 | Disposed in the Open Market | |||||||||
| BVP IX |
8/9/2022 | 225,844 | $ | 0.7000 | Disposed in the Open Market | |||||||||
| BVP IX |
8/10/2022 | 16,588 | $ | 0.7000 | Disposed in the Open Market | |||||||||
| BVP IX |
8/11/2022 | 17,096 | $ | 0.7210 | Disposed in the Open Market | |||||||||
| BVP IX |
8/12/2022 | 56,517 | $ | 0.7030 | Disposed in the Open Market | |||||||||
| BVP IX |
8/15/2022 | 176,035 | $ | 0.7038 | Disposed in the Open Market | |||||||||
| BVP IX |
8/16/2022 | 65,285 | $ | 0.7205 | Disposed in the Open Market | |||||||||
| BVP IX |
8/17/2022 | 18,068 | $ | 0.7002 | Disposed in the Open Market |
CUSIP: M7571L103
| Reporting Person |
Date | Amount of Securities |
Price per Share |
Where and How Effected | ||||||||||
| BVP IX Inst |
5/18/2022 | 280,224 | $ | 1.3022 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
5/19/2022 | 23,013 | $ | 1.4004 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
5/20/2022 | 12,613 | $ | 1.3077 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
5/23/2022 | 4,496 | $ | 1.3512 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
5/24/2022 | 18,148 | $ | 1.3156 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
5/25/2022 | 6,670 | $ | 1.3099 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
5/26/2022 | 667,200 | $ | 1.2869 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
5/27/2022 | 22,240 | $ | 1.3288 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/1/2022 | 53,376 | $ | 1.2949 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/2/2022 | 4,448 | $ | 1.3354 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/6/2022 | 3,043 | $ | 1.3135 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/7/2022 | 496,085 | $ | 1.2516 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/8/2022 | 43,627 | $ | 1.3000 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/9/2022 | 55,867 | $ | 1.3001 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/13/2022 | 47,594 | $ | 1.2942 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/15/2022 | 667,200 | $ | 1.2325 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/16/2022 | 22,240 | $ | 1.2995 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/17/2022 | 7,473 | $ | 1.2109 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/22/2022 | 156,121 | $ | 1.1491 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/23/2022 | 76,941 | $ | 1.1524 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/24/2022 | 703,233 | $ | 1.1517 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/27/2022 | 4,467 | $ | 1.1319 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/28/2022 | 2,847 | $ | 1.1779 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
6/29/2022 | 31,481 | $ | 1.1018 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/1/2022 | 9,746 | $ | 1.0845 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/5/2022 | 22,284 | $ | 1.0501 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/6/2022 | 5,298 | $ | 1.0366 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/7/2022 | 8,006 | $ | 1.0508 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/8/2022 | 7,905 | $ | 1.0385 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/11/2022 | 59,432 | $ | 1.0054 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/12/2022 | 76 | $ | 1.0053 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/13/2022 | 255 | $ | 1.0014 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/14/2022 | 11,120 | $ | 0.9466 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/15/2022 | 12,152 | $ | 0.9048 | Disposed in the Open Market | |||||||||
CUSIP: M7571L103
| BVP IX Inst |
7/20/2022 | 50,511 | $ | 0.7517 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/21/2022 | 48,992 | $ | 0.7361 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/22/2022 | 29,062 | $ | 0.7207 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/25/2022 | 21,369 | $ | 0.7102 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/26/2022 | 12,863 | $ | 0.7216 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/27/2022 | 27,433 | $ | 0.7061 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/28/2022 | 16,148 | $ | 0.7000 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
7/29/2022 | 15,706 | $ | 0.7033 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
8/1/2022 | 5,253 | $ | 0.7025 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
8/2/2022 | 59,811 | $ | 0.7002 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
8/3/2022 | 88,891 | $ | 0.7103 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
8/4/2022 | 79,127 | $ | 0.7025 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
8/5/2022 | 42,213 | $ | 0.7002 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
8/8/2022 | 1,680,513 | $ | 0.7005 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
8/9/2022 | 180,935 | $ | 0.7000 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
8/10/2022 | 13,289 | $ | 0.7000 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
8/11/2022 | 13,696 | $ | 0.7210 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
8/12/2022 | 45,278 | $ | 0.7030 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
8/15/2022 | 141,030 | $ | 0.7038 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
8/16/2022 | 52,303 | $ | 0.7205 | Disposed in the Open Market | |||||||||
| BVP IX Inst |
8/17/2022 | 14,475 | $ | 0.7002 | Disposed in the Open Market |
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, shares of the Issuer’s Ordinary Shares beneficially owned by any of the Reporting Persons.
(e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the Ordinary Shares on August 8, 2022.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit 99.1 | Agreement regarding filing of joint Schedule 13D. |
| Exhibit 99.2 | Registration Rights Agreement, incorporated by reference to Exhibit 4.10 of the Form F-4 filed by Issuer with the SEC on March 12, 2021. |
| Exhibit 99.3 | Confidentiality and Lockup Agreement, incorporated by reference to Exhibit 10.5 of the Form F-4 filed by Issuer with the SEC on March 12, 2021. |
CUSIP: M7571L103
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: September 14, 2022
| BESSEMER VENTURE PARTNERS IX L.P. | ||
| BESSEMER VENTURE PARTNERS IX INSTITUTIONAL L.P. | ||
| By: | Deer IX & Co. L.P., their General Partner | |
| By: | Deer IX & Co. Ltd., its General Partner | |
| By: | /s/ Scott Ring | |
| Scott Ring, General Counsel | ||
| DEER IX & CO. L.P. | ||
| By: | Deer IX & Co. Ltd., its General Partner | |
| By: | /s/ Scott Ring | |
| Scott Ring, General Counsel | ||
| DEER IX & CO. LTD. | ||
| By: | /s/ Scott Ring | |
| Scott Ring, General Counsel | ||
| Notice Address: | ||
| c/o Bessemer Venture Partners 1865 Palmer Avenue | ||
| Suite 104 | ||
| Larchmont, NY 10538 | ||
| Tel. 914-833-5300 | ||