SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Cyngn Inc.
(Name of Issuer)
Common Stock
(Title of Class
of Securities)
23257B107
(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) |
| x | 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 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).
(Continued on following pages)
Page 1 of 10 Pages
Exhibit Index Contained on Page 9
| CUSIP NO. 23257B107 | 13 G | Page 2 of 10 |
| 1 | NAME OF REPORTING PERSONS Andreessen Horowitz Fund III, L.P. (“AH III”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
|
5 | SOLE VOTING POWER 5,234,828 shares, for itself and as nominee for Andreessen Horowitz Fund III-A, L.P. (“AH III-A”), Andreessen Horowitz Fund III-B, L.P. (“AH III-B”) and Andreessen Horowitz Fund III-Q, L.P. (“AH III-Q”), except that AH Equity Partners III, L.L.C. (“AH Equity III”), the general partner of AH III, may be deemed to have sole power to vote these shares, and Marc Andreessen (“Andreessen”) and Benjamin Horowitz (“Horowitz”), the managing members of AH Equity III, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 5,234,828 shares, for itself and as nominee for AH III-A, AH III-B and AH III-Q, except that AH Equity III, the general partner of AH III, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5,234,828 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 19.8%1 |
| 12 | TYPE OF REPORTING PERSON | PN |
1 Based on 26,434,285 shares of the Issuer’s Common Stock outstanding as of November 17, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 19, 2021.
| CUSIP NO. 23257B107 | 13 G | Page 3 of 10 |
| 1 | NAME OF REPORTING PERSONS AH Equity Partners III, L.L.C. (“AH Equity III”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
|
5 | SOLE VOTING POWER 5,234,828 shares, all of which are held of record by AH III, for itself and as nominee for AH III-A, AH III-B and AH III-Q. AH Equity III, the general partner of AH III, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 5,234,828 shares, all of which are held of record by AH III, for itself and as nominee for AH III-A, AH III-B and AH III-Q. AH Equity III, the general partner of AH III, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5,234,828 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 19.8%1 |
| 12 | TYPE OF REPORTING PERSON | OO |
1 Based on 26,434,285 shares of the Issuer’s Common Stock outstanding as of November 17, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 19, 2021.
| CUSIP NO. 23257B107 | 13 G | Page 4 of 10 |
| 1 | NAME OF REPORTING PERSONS Marc Andreessen (“Andreessen”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
|
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 5,234,828 shares, all of which are held of record by AH III, for itself and as nominee for AH III-A, AH III-B and AH III-Q. Andreessen is a managing member of AH Equity III, the general partner of AH III, and may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 5,234,828 shares, all of which are held of record by AH III, for itself and as nominee for AH III-A, AH III-B and AH III-Q. Andreessen is a managing member of AH Equity III, and may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5,234,828 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 19.8%1 |
| 12 | TYPE OF REPORTING PERSON | IN |
1 Based on 26,434,285 shares of the Issuer’s Common Stock outstanding as of November 17, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 19, 2021.
| CUSIP NO. 23257B107 | 13 G | Page 5 of 10 |
| 1 | NAME OF REPORTING PERSONS Benjamin Horowitz (“Horowitz”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
|
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 5,234,828 shares, all of which are held of record by AH III, for itself and as nominee for AH III-A, AH III-B and AH III-Q. Horowitz is a managing member of AH Equity III, the general partner of AH III, and may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 5,234,828 shares, all of which are held of record by AH III, for itself and as nominee for AH III-A, AH III-B and AH III-Q. Horowitz is a managing member of AH Equity III, the general partner of AH III, and may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5,234,828 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 19.8%1 |
| 12 | TYPE OF REPORTING PERSON | IN |
1 Based on 26,434,285 shares of the Issuer’s Common Stock outstanding as of November 17, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 19, 2021.
| CUSIP NO. 23257B107 | 13 G | Page 6 of 10 |
| ITEM 1(A). | NAME OF ISSUER |
Cyngn Inc.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
1015 O’Brien Dr.
Menlo Park, CA 94025
| ITEM 2(A). | NAME OF PERSONS FILING |
This Schedule 13G is filed by Andreessen Horowitz Fund III, L.P., a Delaware limited partnership (“AH III”), AH Equity Partners III, L.L.C., a Delaware limited liability company (“AH Equity III”), Marc Andreessen (“Andreessen”) and Benjamin Horowitz (“Horowitz”). The foregoing entities and individuals are collectively referred to herein as the “Reporting Persons.”
AH Equity III is the general partner of AH III and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer held of record by AH III for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., a Delaware limited partnership, Andreessen Horowitz Fund III-B, L.P., a Delaware limited partnership, and Andreessen Horowitz Fund III-Q, L.P., a Delaware limited partnership. Andreessen and Horowitz are managing members of AH Equity III and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH III for itself and as nominee.
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each of the Reporting Persons is:
Andreessen Horowitz
2865 Sand Hill Road, Suite 101
Menlo Park, CA 94025
| ITEM 2(C) | CITIZENSHIP |
See Row 4 of cover page for each Reporting Person.
| ITEM 2(D) | TITLE OF CLASS OF SECURITIES Common Stock, $0.00001 par value per share. |
| ITEM 2(E) | CUSIP NUMBER |
23257B107
| ITEM 3. | Not applicable. |
| CUSIP NO. 23257B107 | 13 G | Page 7 of 10 |
| ITEM 4. | OWNERSHIP |
The following information with respect to the beneficial ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of December 31, 2021.
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Under certain circumstances set forth in the limited partnership agreement of AH III and the limited liability company agreement of AH Equity III, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or a member, as the case may be. |
| 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. |
| CUSIP NO. 23257B107 | 13 G | Page 8 of 10 |
SIGNATURES
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.
Date: February 14, 2022
| Andreessen Horowitz Fund III, L.P. | |
| for itself and as nominee for | |
| Andreessen Horowitz Fund III-A, L.P. | |
| Andreessen Horowitz Fund III-B, L.P. | |
| Andreessen Horowitz Fund III-Q, L.P. |
| By: AH Equity Partners III, L.L.C. | ||
| Its: General Partner | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| AH Equity Partners III, L.L.C. | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| Marc Andreessen | |
| /s/ Scott Kupor | |
| Scott Kupor, | |
| Attorney-in-fact for Marc Andreessen* | |
| Benjamin Horowitz | |
| /s/ Scott Kupor | |
| Scott Kupor, Attorney-in-fact for Benjamin Horowitz* |
*Signed pursuant to a Power of Attorney already on file with the Securities and Exchange Commission.
| CUSIP NO. 23257B107 | 13 G | Page 9 of 10 |
EXHIBIT INDEX
Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 10 |
| CUSIP NO. 23257B107 | 13 G | Page 10 of 10 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Cyngn Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 14, 2022
| Andreessen Horowitz Fund III, L.P. | |
| for itself and as nominee for | |
| Andreessen Horowitz Fund III-A, L.P. | |
| Andreessen Horowitz Fund III-B, L.P. | |
| Andreessen Horowitz Fund III-Q, L.P. |
| By: AH Equity Partners III, L.L.C. | ||
| Its: General Partner | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| AH Equity Partners III, L.L.C. | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| Marc Andreessen | |
| /s/ Scott Kupor | |
| Scott Kupor, | |
| Attorney-in-fact for Marc Andreessen* | |
| Benjamin Horowitz | |
| /s/ Scott Kupor | |
| Scott Kupor, | |
| Attorney-in-fact for Benjamin Horowitz* |
*Signed pursuant to a Power of Attorney already on file with the Securities and Exchange Commission.