| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | STCB | Class A Common Stock | 48.6M | Feb 15, 2023 | By Andreessen Horowitz Fund IV, L.P. | F1, F2, F3 | |||||
| holding | STCB | Class A Common Stock | 8.91M | Feb 15, 2023 | By AH Parallel Fund IV, L.P. | F1, F2, F4, F5 | |||||
| holding | STCB | Class A Common Stock | 121K | Feb 15, 2023 | By a16z Seed-III, LLC | F1, F2, F6, F7 |
| Id | Content |
|---|---|
| F1 | The Reporting Person acquired these securities on February 15, 2023, as consideration for the Reporting Person's Series A Preferred Stock and/or Series B Preferred Stock of Soylent Nutrition, Inc. ("Soylent"), which the Issuer acquired by merger on February 15, 2023. The merger agreement provides that the former shareholders of Soylent may receive additional shares of the Issuer's Class A Common Stock, at no additional cost, upon certain determinations of Soylent's net working capital, cash at closing, indebtedness at closing, and certain unpaid transaction expenses in excess of the amount reimbursed by the Issuer, in each case as more fully described in the merger agreement. |
| F2 | (Continued from Footnote 2) The merger agreement also provides that the former shareholders of Soylent will receive additional shares of the Issuer's Class A Common Stock, at no additional cost, if the trading price of the Issuer's Class A Common Stock is less than $0.35 per share at the close of trading on the trading day immediately prior to February 15, 2024. The Reporting Person's right to receive additional shares pursuant to such earn-out rights became fixed and irrevocable on February 15, 2023, the effective date of the merger. |
| F3 | These shares are held of record by Andreessen Horowitz Fund IV, L.P., for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., and Andreessen Horowitz Fund IV-Q, L.P. (collectively, the "AH Fund IV Entities"). AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of the AH Fund IV Entities, may be deemed to have sole voting and dispositive power over the securities held by the AH Fund IV Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund IV Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| F4 | These shares are held of record by AH Parallel Fund IV, L.P., for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. |
| F5 | (Continued from Footnote 4) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the AH Parallel Fund IV Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| F6 | These shares are held of record by a16z Seed-III, LLC ("a16z Seed"). The shares held directly by a16z Seed are indirectly held by Andreessen Horowitz Fund III, L.P., Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"). AH Equity Partners III, L.L.C. ("AH EP III"), the general partner of the AH Fund III Entities, may be deemed to have sole voting and dispositive power over the securities held by a16z Seed. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP III and may be deemed to have shared voting and dispositive power over the shares held by a16z Seed. |
| F7 | (Continued from Footnote 6) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by a16z Seed and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
This Form 3 is one of two Form 3s filed relating to the same event. Combined, the two reports report the holdings and/or transactions for the following reporting persons: Andreessen Horowitz Fund IV, L.P., Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., Andreessen Horowitz Fund IV-Q, L.P., AH Equity Partners IV, L.L.C., AH Parallel Fund IV, L.P., AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., AH Parallel Fund IV-Q, L.P., AH Equity Partners IV (Parallel), L.L.C., a16z Seed-III, LLC, Andreessen Horowitz Fund III, L.P., Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., Andreessen Horowitz Fund III-Q, L.P., AH Equity Partners III, L.L.C., Marc Andreessen and Benjamin Horowitz. This Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. Exhibit 24.1 - Power of Attorney (Marc Andreessen). Exhibit 24.2 - Power of Attorney (Benjamin Horowitz).