CUSIP: 92259N104
As of September 29, 2021, BVP IX had sole voting and dispositive power with respect to 21,022,226 shares
of Common Stock of the Issuer, constituting approximately 11.5% of the Issuers Common Stock.
As of September 29, 2021, 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 37,864,239 shares of Common Stock of the Issuer owned by the BVP IX Funds, constituting approximately 20.7% of the Issuers
Common Stock.
As of September 29, 2021, 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 37,864,239 shares of Common Stock of the Issuer owned by the BVP IX Funds, constituting approximately 20.7% of the Issuers Common Stock.
The percent of class was calculated based on 183,163,826 shares of Common Stock issued and outstanding as of September 29, 2021, as disclosed in the
Current Report on Form 8-K filed with the Securities and Exchange Commission by the Issuer on October 5, 2021.
The shares of Issuers Common Stock reported in this Item 5 do not include the Earnout Shares described in Item 4 above.
(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 information contained in Item 3 to this Schedule 13D is incorporated in its entirety into this Item 5(c). Except as disclosed in Item 3, no Reporting
Person has effected any transaction in the Issuers Common Stock during the past 60 days.
(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 Issuers Common Stock beneficially owned by any of the Reporting Persons.
(e) Not applicable
ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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The information provided and incorporated by reference in Items 3, 4 and 5 is hereby incorporated by reference.
The BVP IX Funds are a party to an Amended and Restated Registration Rights Agreement, dated September 29, 2021, between the Issuer and certain of its
stockholders (the Registration Rights Agreement). Under the terms of the Registration Rights Agreement, each of the BVP IX Funds has customary registration rights with respect to any Registrable Securities (as defined in the
Registration Rights Agreement) that it may hold from time to time, including shelf registration rights, underwritten offering rights and piggyback registration rights, in each case, subject to certain customary limitations. Under the Registration
Rights Agreement the BVP IX Funds have agreed that they will not, during the period ending on the six month anniversary of the Closing Date (the RRA Lock-Up Period), transfer certain
securities subject to certain customary exceptions; provided that the board of directors of the Issuer may determine to end the RRA Lock-Up Period at any earlier date with respect to any registrable securities
so long as such early termination applies to any registrable securities held by each holder thereof on a pro rata basis in proportion to the registrable securities then held by each such holder.
The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the
Registration Rights Agreement, which is incorporated by reference into this Schedule 13D pursuant to Exhibit 99.2 of Item 7 hereof.