SC 13G 1 eh210171878_13g-blend.htm SCHEDULE 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Blend Labs, Inc.
(Name of Issuer)
 
Class A common stock, par value $0.00001 per share
(Title of Class of Securities)
 
09352U108
(CUSIP Number)
 
July 20, 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)
  ☐ 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).

 

 

  

 

 

CUSIP No. 09352U108 SCHEDULE 13G Page 2 of 27

 

1

NAME OF REPORTING PERSON

 

General Atlantic LLC

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 3 of 27

 

1

NAME OF REPORTING PERSON

 

General Atlantic (SPV) GP, LLC

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 4 of 27

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners 100, L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 5 of 27

 

1

NAME OF REPORTING PERSON

 

General Atlantic (BL), L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 6 of 27

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners (Bermuda) EU, L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 7 of 27

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners (Lux) SCSp

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 8 of 27

 

1

NAME OF REPORTING PERSON

 

General Atlantic GenPar, L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

  

 

 

CUSIP No. 09352U108 SCHEDULE 13G Page 9 of 27

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments III, LLC

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

  

 

 

CUSIP No. 09352U108 SCHEDULE 13G Page 10 of 27

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments IV, LLC

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

  

 

 

CUSIP No. 09352U108 SCHEDULE 13G Page 11 of 27

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments V, LLC

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

  

 

 

CUSIP No. 09352U108 SCHEDULE 13G Page 12 of 27

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments CDA, L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

  

 

 

CUSIP No. 09352U108 SCHEDULE 13G Page 13 of 27

 

1

NAME OF REPORTING PERSON

 

General Atlantic GenPar (Lux) SCSp

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 14 of 27

 

1

NAME OF REPORTING PERSON

 

General Atlantic (Lux) S.à r.l.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

CO

  

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 15 of 27

 

1

NAME OF REPORTING PERSON

 

General Atlantic GenPar (Bermuda), L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

  

 

 

CUSIP No. 09352U108 SCHEDULE 13G Page 16 of 27

 

1

NAME OF REPORTING PERSON

 

GAP (Bermuda) Limited

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,433,949

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,433,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,433,949

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

  
12

TYPE OF REPORTING PERSON

 

CO

  

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 17 of 27

 

Item 1. (a) NAME OF ISSUER
     
    Blend Labs, Inc. (the “Company”).
     
  (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
     
    415 Kearny Street, San Francisco, California 94108.
     
Item 2. (a) NAMES OF PERSONS FILING

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

  (i) General Atlantic LLC (“GA LLC”)
     
  (ii) General Atlantic (SPV) GP, LLC (“GA SPV”);
     
  (iii) General Atlantic Partners 100, L.P. (“GAP 100”);
     
  (iv) General Atlantic (BL), L.P. (“GA BL”);
     
  (v) General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”);
     
  (vi) General Atlantic Partners (Lux) SCSp (“GAP Lux”);
     
  (vii) General Atlantic GenPar, L.P. (“GA GenPar”);
     
  (viii) GAP Coinvestments III, LLC (“GAPCO III”);
     
  (ix) GAP Coinvestments IV, LLC (“GAPCO IV”);
     
  (x) GAP Coinvestments V, LLC (“GAPCO V”);
     
  (xi) GAP Coinvestments CDA, L.P. (“GAPCO CDA”);
     
  (xii) General Atlantic GenPar (Lux) SCSp (“GA GenPar Lux”);
     
  (xiii) General Atlantic (Lux) S.à r.l. (“GA Lux”);
     
  (xiv) General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”); and
     
  (xv) GAP (Bermuda) Limited (“GAP (Bermuda) Limited”).
     

GAP 100, GAP Bermuda EU, GAP Lux are collectively referred to as the “GA Funds.” GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA are collectively referred to as the “Sponsor Coinvestment Funds.”

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 18 of 27

 

  (b) ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

 

The mailing address of GAP Bermuda EU, GenPar Bermuda, and GAP (Bermuda) Limited is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The mailing address of GAP Lux, GA GenPar Lux and GA Lux is Luxembourg is 412F, Route d’Esch, L-2086 Luxembourg. The mailing address of GAP 100, GA SPV, GA BL, GA GenPar, and GA LLC and each of the Sponsor Coinvestment Funds is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055.

  (c) CITIZENSHIP

 

  (i) GA LLC - Delaware
     
  (ii) GA SPV – Delaware
     
  (iii) GAP 100 - Delaware
     
  (iv) GA BL - Delaware
     
  (v) GAP Bermuda EU – Bermuda
     
  (vi) GAP Lux - Luxembourg
     
  (vii) GA GenPar - Delaware
     
  (viii) GAPCO III - Delaware
     
  (ix) GAPCO IV - Delaware
     
  (x) GAPCO V - Delaware
     
  (xi) GAPCO CDA - Delaware
     
  (xii) GA GenPar Lux - Luxembourg
     
  (xiii) GA Lux - Luxembourg
     
  (xiv) GenPar Bermuda - Bermuda
     
  (xv) GAP (Bermuda) Limited – Bermuda
     
  (d) TITLE OF CLASS OF SECURITIES

Class A common stock, par value $0.00001 per share (the “common shares”).

  (e) CUSIP NUMBER

09352U108.

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 19 of 27

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:

Not applicable.

Item 4. OWNERSHIP.

As of July 20, 2021, the Reporting Persons owned the following number of the Company’s common stock:

  (i) GA LLC owned of record no common shares or 0.0% of the issued and outstanding common shares
     
  (ii) GA SPV owned of record no common shares or 0.0% of the issued and outstanding common shares
     
  (iii) GAP 100 owned of record no common shares or 0.0% of the issued and outstanding common shares
     
  (iv) GAP BL owned of record 11,433,949 common shares or 5.5% of the issued and outstanding common shares
     
  (v) GAP Bermuda EU owned of record no common shares or 0.0% of the issued and outstanding common shares
     
  (vi) GAP Lux owned of record no common shares or 0.0% of the issued and outstanding common shares
  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 20 of 27

 

  (vii) GA GenPar owned of record no common shares or 0.0% of the issued and outstanding common shares
     
  (viii) GAPCO III owned of record no common shares or 0.0% of the issued and outstanding common shares
     
  (ix) GAPCO IV owned of record no common shares or 0.0% of the issued and outstanding common shares
     
  (x) GAPCO V owned of record no common shares or 0.0% of the issued and outstanding common shares
     
  (xi) GAPCO CDA owned of record no common shares or 0.0% of the issued and outstanding common shares
     
  (xii) GA GenPar Lux owned of record no common shares or 0.0% of the issued and outstanding common shares
     
  (xiii) GA Lux owned of record no common shares or 0.0% of the issued and outstanding common shares
     
  (xiv) GenPar Bermuda owned of record no common shares or 0.0% of the issued and outstanding common shares
     
  (xv) GAP (Bermuda) Limited owned of record no common shares or 0.0% of the issued and outstanding common shares
     

The GA Funds and the Sponsor Coinvestment Funds share beneficial ownership of the common shares held of record by GA BL. The general partner of GA BL is GA SPV. The general partner of GAP Lux is GA GenPar Lux, and the general partner of GA GenPar Lux is GA Lux. The general partner of GAP Bermuda EU and the sole shareholder of GA Lux is GenPar Bermuda. GAP (Bermuda) Limited is the general partner of GenPar Bermuda. The general partner of GAP 100 is GA GenPar, and the general partner of GA GenPar is GA LLC. GA LLC is the managing member of GAPCO III, GAPCO IV, and GAPCO V, the general partner of GAPCO CDA, and is the sole member of GA SPV.  As of the date hereof, there are nine members of the management committee of GA LLC (the “GA Management Committee”). The members of the GA Management Committee are also the members of the management committee of GAP (Bermuda) Limited. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares that each owns of record. Each of the members of the GA Management Committee disclaims ownership of the common shares reported herein except to the extent he or she has a pecuniary interest therein. The name, the business address and the citizenship of each of the members of the GA Management Committee as of the date hereof is attached hereto as Schedule A and is hereby incorporated by reference.

Amount Beneficially Owned:

By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own 11,433,949 common shares.

Percentage Owned:

All calculations of percentage ownership herein are based on an aggregate of 208,677,071 common shares reported by the Company to be outstanding following the closing of the initial public offering as reflected in the Company’s prospectus filed under Rule 424(b)(4), filed with the U.S. Securities and Exchange Commission on July 16, 2021, assuming that the underwriters’ over-allotment option was not exercised.

Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of:

(i) Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the common shares as indicated on such Reporting Person’s cover page included herein.

 

(ii) Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the 11,433,949  common shares that may be deemed to be owned beneficially by each of them.

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 21 of 27

 

 

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

Not applicable.

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

See Item 4, which states the identity of the members of the group filing this Schedule 13G.

Item 9. NOTICE OF DISSOLUTION OF GROUP

Not applicable.

Item 10. CERTIFICATION

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.

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 22 of 27

Exhibit Index

Exhibit 1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 23 of 27

 

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.

Dated as of July 29, 2021

 

  GENERAL ATLANTIC LLC
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         

 

  GENERAL ATLANTIC (SPV) GP, LLC  
       
  By: GENERAL ATLANTIC LLC, its sole member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
         
  GENERAL ATLANTIC PARTNERS 100, L.P.  
         
  By: GENERAL ATLANTIC GENPAR, L.P., its general partner  
       
  By: GENERAL ATLANTIC LLC, its general partner  
       
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
         
  GENERAL ATLANTIC (BL), L.P.  
         
  By: GENERAL ATLANTIC (SPV) GP, LLC, its general partner   
         
  By: GENERAL ATLANTIC LLC, its sole member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 24 of 27

 

  GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P.  
         
  By: GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner   
         
  By: GAP (BERMUDA) LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
         
  GENERAL ATLANTIC PARTNERS (LUX) SCSP  
         
  By: GENERAL ATLANTIC GENPAR (LUX) SCSP, its general partner   
         
  By: GENERAL ATLANTIC (LUX) S.À R.L.  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
    /s/ Gregor Dalrymple  
    Name: Gregor Dalrymple  
    Title: Manager B  
     
  GENERAL ATLANTIC GENPAR, L.P.  
         
  By: GAP (BERMUDA) LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
         

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 25 of 27

 

 

  GAP COINVESTMENTS III, LLC  
         
  By: GENERAL ATLANTIC LLC, its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
     
  GAP COINVESTMENTS IV, LLC  
         
  By: GENERAL ATLANTIC LLC, its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
     
  GAP COINVESTMENTS V, LLC  
         
  By: GENERAL ATLANTIC LLC, its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     

 

  GAP COINVESTMENTS CDA, L.P.  
         
  By: GENERAL ATLANTIC LLC, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

 

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 26 of 27

 

 

  GENERAL ATLANTIC GENPAR, (LUX) SCSP  
         
  By:

GENERAL ATLANTIC (LUX)

S.À R.L.

  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
  By: /s/ Gregor Dalrymple  
    Name: Gregor Dalrymple  
    Title: Manager B  
         
  GENERAL ATLANTIC (LUX) S.À R.L.  
         
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
  By: /s/ Gregor Dalrymple  
    Name: Gregor Dalrymple  
    Title: Manager B  
     
  GENERAL ATLANTIC GENPAR (BERMUDA), L.P.  
         
  By: GAP (BERMUDA) LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

  

 

CUSIP No. 09352U108 SCHEDULE 13G Page 27 of 27

 

  GAP (BERMUDA) LIMITED  
         
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     
     
     
     

 

 

  

 

SCHEDULE A

Members of the GA Management Committee (as of the date hereof)

Name Business Address Citizenship

William E. Ford

(Chief Executive Officer)

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Gabriel Caillaux

23 Savile Row

London W1S 2ET

United Kingdom

 France
Andrew Crawford

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Martin Escobari

55 East 52nd Street

33rd Floor

New York, New York 10055

 Bolivia and Brazil
Anton J. Levy

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Sandeep Naik

Asia Square Tower 1

8 Marina View, #41-04

Singapore 018960

 United States
Graves Tompkins

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
N. Robbert Vorhoff

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Eric Zhang

Suite 5704-5706, 57F

Two IFC, 8 Finance Street

Central, Hong Kong, China

 Hong Kong SAR

 

  

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13D-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.

Dated as of July 29, 2021

  GENERAL ATLANTIC LLC
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
         
  GENERAL ATLANTIC (SPV) GP, LLC  
         
  By: GENERAL ATLANTIC LLC, its sole member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
  GENERAL ATLANTIC PARTNERS 100, L.P.  
         
  By: GENERAL ATLANTIC GENPAR, L.P., its general partner  
         
  By: GENERAL ATLANTIC LLC, its general partner  
       
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

  

 

 

  GENERAL ATLANTIC (BL), L.P.  
         
  By: GENERAL ATLANTIC (SPV) GP, LLC, its general partner   
         
  By: GENERAL ATLANTIC LLC, its sole member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

  GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P.  
         
  By: GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner   
         
  By: GAP (BERMUDA) LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
         
  GENERAL ATLANTIC PARTNERS (LUX) SCSP  
         
  By: GENERAL ATLANTIC GENPAR (LUX) SCSP, its general partner   
         
  By: GENERAL ATLANTIC (LUX) S.À R.L.  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
    /s/ Gregor Dalrymple  
    Name: Gregor Dalrymple  
    Title: Manager B  

 

  

 

 

     
  GENERAL ATLANTIC GENPAR, L.P.  
         
  By: GAP (BERMUDA) LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
  GAP COINVESTMENTS III, LLC  
         
  By: GENERAL ATLANTIC LLC, its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
     
  GAP COINVESTMENTS IV, LLC  
         
  By: GENERAL ATLANTIC LLC, its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
     
  GAP COINVESTMENTS V, LLC  
         
  By: GENERAL ATLANTIC LLC, its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     

 

  GAP COINVESTMENTS CDA, L.P.  
         
  By: GENERAL ATLANTIC LLC, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

  

 

 

 

  GENERAL ATLANTIC GENPAR, (LUX) SCSP  
         
  By:

GENERAL ATLANTIC (LUX)

S.À R.L.

  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
  By: /s/ Gregor Dalrymple  
    Name: Gregor Dalrymple  
    Title: Manager B  
         
  GENERAL ATLANTIC (LUX) S.À R.L.  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
  By: /s/ Gregor Dalrymple  
    Name: Gregor Dalrymple  
    Title: Manager B  
     
  GENERAL ATLANTIC GENPAR (BERMUDA), L.P.  
         
  By: GAP (BERMUDA) LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

  GAP (BERMUDA) LIMITED  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director