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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Metagenomi, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

59102M104

(CUSIP Number)

 

February 9, 2024

(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 16 Pages

Exhibit Index Contained on Page 15

 

 

CUSIP NO. 59102M104 13G Page 2 of 16

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Sozo Ventures - TrueBridge Fund II, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)       ¨       (b)       x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
581,577 shares. (1)
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
581,577 shares. (1)
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
581,577 (1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6% (2)
12 TYPE OF REPORTING PERSON* PN

 

(1)All such shares are held of record by Sozo Ventures - TrueBridge Fund II, L.P. (“Fund II”). Sozo Ventures GP II, L.P. (“DGP II”), the general partner of Fund II, and Sozo Ventures UGP II, Ltd. (“UGP II”), the general partner of DGP II, may be deemed to have sole voting and dispositive power with respect to these securities. Phillip Wickham (“Wickham”) and Koichiro Nakamura (“Nakamura”), the directors of UGP II, may be deemed to have shared voting and dispositive power with respect to these securities.
   
(2)Based on 37,472,351 Common Shares of Metagenomi, Inc. (the “Issuer”) outstanding as of March 15, 2024, as set forth in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 27, 2024 (the “Form 10-K”).

 

 

CUSIP NO. 59102M104 13G Page 3 of 16

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Sozo Ventures GP II, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)       ¨       (b)       x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
581,577 shares. (1)
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
581,577 shares. (1)
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
581,577 (1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6% (2)
12 TYPE OF REPORTING PERSON* PN

 

(1)All such shares are held of record by Fund II. DGP II, the general partner of Fund II, and UGP II, the general partner of DGP II, may be deemed to have sole voting and dispositive power with respect to these securities. Wickham and Nakamura, the directors of UGP II, may be deemed to have shared voting and dispositive power with respect to these securities.
   
(2)Based on 37,472,351 Common Shares of the Issuer outstanding as of March 15, 2024, as set forth in the Form 10-K.

 

 

CUSIP NO. 59102M104 13G Page 4 of 16

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Sozo Ventures UGP II, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)       ¨       (b)       x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
581,577 shares. (1)
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
581,577 shares. (1)
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
581,577 (1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6% (2)
12 TYPE OF REPORTING PERSON* CO

 

(1)All such shares are held of record by Fund II. DGP II, the general partner of Fund II, and UGP II, the general partner of DGP II, may be deemed to have sole voting and dispositive power with respect to these securities. Wickham and Nakamura, the directors of UGP II, may be deemed to have shared voting and dispositive power with respect to these securities.
   
(2)Based on 37,472,351 Common Shares of the Issuer outstanding as of March 15, 2024, as set forth in the Form 10-K.

 

 

CUSIP NO. 59102M104 13G Page 5 of 16

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Sozo Ventures II-S, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)       ¨       (b)       x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
710,817 shares. (1)
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
710,817 shares. (1)
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
710,817 (1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9% (2)
12 TYPE OF REPORTING PERSON* PN

 

(1)All such shares are held of record by Sozo Ventures II-S, L.P. (“Fund II-S”). Sozo Ventures GP II-S, L.P. (“DGP II-S”), the general partner of Fund II-S, and Sozo Ventures UGP II-S, Ltd. (“UGP II-S”), the general partner of DGP II-S, may be deemed to have sole voting and dispositive power with respect to these securities. Wickham and Nakamura, the directors of UGP II-S, may be deemed to have shared voting and dispositive power with respect to these securities.
   
(2)Based on 37,472,351 Common Shares of the Issuer outstanding as of March 15, 2024, as set forth in the Form 10-K.

 

 

CUSIP NO. 59102M104 13G Page 6 of 16

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Sozo Ventures GP II-S, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)       ¨       (b)       x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
710,817 shares. (1)
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
710,817 shares. (1)
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
710,817 (1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9% (2)
12 TYPE OF REPORTING PERSON* PN

 

(1)All such shares are held of record by Fund II-S. DGP II-S, the general partner of Fund II-S, and UGP II-S, the general partner of DGP II-S, may be deemed to have sole voting and dispositive power with respect to these securities. Wickham and Nakamura, the directors of UGP II-S, may be deemed to have shared voting and dispositive power with respect to these securities.
   
(2)Based on 37,472,351 Common Shares of the Issuer outstanding as of March 15, 2024, as set forth in the Form 10-K.

 

 

CUSIP NO. 59102M104 13G Page 7 of 16

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Sozo Ventures UGP II-S, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)       ¨       (b)       x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
710,817 shares. (1)
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
710,817 shares. (1)
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
710,817 (1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9% (2)
12 TYPE OF REPORTING PERSON* CO

 

(1)All such shares are held of record by Fund II-S. DGP II-S, the general partner of Fund II-S, and UGP II-S, the general partner of DGP II-S, may be deemed to have sole voting and dispositive power with respect to these securities. Wickham and Nakamura, the directors of UGP II-S, may be deemed to have shared voting and dispositive power with respect to these securities.
   
(2)Based on 37,472,351 Common Shares of the Issuer outstanding as of March 15, 2024, as set forth in the Form 10-K.

 

 

CUSIP NO. 59102M104 13G Page 8 of 16

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Sozo Ventures III, L.P.

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
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
600,479 shares. (1)
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
600,479 shares. (1)
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
600,479 (1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6% (2)
12 TYPE OF REPORTING PERSON* PN

 

(1)All such shares are held of record by Sozo Ventures III, L.P. (“Fund III”). Sozo Ventures GP III, L.L.C. (“GP III”), the general partner of Fund III, may be deemed to have sole voting and dispositive power with respect to these securities. Wickham and Nakamura, the managing members of GP III, may be deemed to have shared voting and dispositive power with respect to these securities.
   
(2)Based on 37,472,351 Common Shares of the Issuer outstanding as of March 15, 2024, as set forth in the Form 10-K.

 

 

CUSIP NO. 59102M104 13G Page 9 of 16

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Sozo Ventures GP III, L.L.C.

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
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
600,479 shares. (1)
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
600,479 shares. (1)
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
600,479 (1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6% (2)
12 TYPE OF REPORTING PERSON* OO

 

(1)All such shares are held of record by Fund III. GP III, the general partner of Fund III, may be deemed to have sole voting and dispositive power with respect to these securities. Wickham and Nakamura, the managing members of GP III, may be deemed to have shared voting and dispositive power with respect to these securities.
   
(2)Based on 37,472,351 Common Shares of the Issuer outstanding as of March 15, 2024, as set forth in the Form 10-K.

 

 

CUSIP NO. 59102M104 13G Page 10 of 16

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Phillip Wickham

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)       ¨       (b)       x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
1,892,873 shares. (1)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER.
1,892,873 shares. (1)

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,892,873 (1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1% (2)
12 TYPE OF REPORTING PERSON* IN

 

(1)Consists of (a) 581,577 shares of the Issuer’s Common Stock held by Fund II, (b) 710,817 shares of the Issuer’s Common Stock held by Fund II-S and (c) 600,479 shares of the Issuer’s Common Stock held by Fund III. DGP II, the general partner of Fund II, and UGP II, the general partner of DGP II, may be deemed to have sole voting and dispositive power with respect to the shares directly held by Fund II. DGP II-S, the general partner of Fund II-S, and UGP II-S, the general partner of DGP II-S, may be deemed to have sole voting and dispositive power with respect to the shares directly held by Fund II-S. GP III, the general partner of Fund III, may be deemed to have sole voting and dispositive power with respect to the shares directly held by Fund III. Wickham and Nakamura, the directors of UGP II and UGP II-S, and the managing members of GP III, may each be deemed to have shared voting and dispositive power with respect to these securities.
   
(2)Based on 37,472,351 Common Shares of the Issuer outstanding as of March 15, 2024, as set forth in the Form 10-K.

 

 

CUSIP NO. 59102M104 13G Page 11 of 16

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Koichiro Nakamura

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)       ¨       (b)       x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
1,892,873 shares. (1)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER.
1,892,873 shares. (1)

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,892,873 (1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1% (2)
12 TYPE OF REPORTING PERSON* IN

 

(1)Consists of (a) 581,577 shares of the Issuer’s Common Stock held by Fund II, (b) 710,817 shares of the Issuer’s Common Stock held by Fund II-S and (c) 600,479 shares of the Issuer’s Common Stock held by Fund III. DGP II, the general partner of Fund II, and UGP II, the general partner of DGP II, may be deemed to have sole voting and dispositive power with respect to the shares directly held by Fund II. DGP II-S, the general partner of Fund II-S, and UGP II-S, the general partner of DGP II-S, may be deemed to have sole voting and dispositive power with respect to the shares directly held by Fund II-S. GP III, the general partner of Fund III, may be deemed to have sole voting and dispositive power with respect to the shares directly held by Fund III. Wickham and Nakamura, the directors of UGP II and UGP II-S, and the managing members of GP III, may each be deemed to have shared voting and dispositive power with respect to these securities.
   
(2)Based on 37,472,351 Common Shares of the Issuer outstanding as of March 15, 2024, as set forth in the Form 10-K.

 

 

CUSIP NO. 59102M104 13G Page 12 of 16

 

ITEM 1(A).NAME OF ISSUER


Metagenomi, Inc.

 

ITEM 1(B).ADDRESS OF THE ISSUER’S PRINCIPAL EXECUTIVE OFFICES


5959 Horton Street, 7th Floor

Emeryville, California 94608

 

ITEM 2(A).

NAME OF PERSONS FILING

 

This Schedule 13G is being filed by Sozo Ventures - TrueBridge Fund II, L.P. (“Fund II”), Sozo Ventures GP II, L.P. (“GP II”), Sozo Ventures UGP II, Ltd. (“UGP II”), Sozo Ventures Fund II-S, L.P. (“Fund II-S”), Sozo Ventures GP II-S, L.P. (“GP II-S”), Sozo Ventures UGP II-S, Ltd. (“UGP II-S”), Sozo Ventures III, L.P. (“Fund III”), Sozo Ventures GP III, L.L.C. (“GP III”), Phillip Wickham (“Wickham”) and Koichiro Nakamura (“Nakamura”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

ITEM 2(B).ADDRESS OF PRINCIPAL BUSINESS OFFICE

 

The address for each of the Reporting Persons is:

 

10 California Street

Redwood City, California 94063

 

ITEM 2(C)

CITIZENSHIP

 

See Row 4 of cover page for each Reporting Person.

 

ITEM 2(D).TITLE OF CLASS OF SECURITIES

 

Common Stock, par value $0.0001 per share.

 

ITEM 2(E).CUSIP NUMBER

59102M104

 

ITEM 3.Not Applicable.

 

ITEM 4.OWNERSHIP

 

(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.

 

 

CUSIP NO. 59102M104 13G Page 13 of 16

 

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 agreements of each of Fund II, Fund II-S, Fund III, DGP II and DGP II-S, the memoranda and articles of association of each of UGP II and UGP II-S, and the limited liability company agreement of GP III, the general partners, limited partners, managing members or directors, 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 general partner, limited partner, managing member or director, 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. 59102M104 13G Page 14 of 16

 

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: May 10, 2024

 

Sozo Ventures - TrueBridge Fund II, L.P.   Sozo Ventures UGP II-S, Ltd.
     
By: Sozo Ventures GP II, L.P.,   By: /s/ Phillip Wickham
  its General Partner     Phillip Wickham, Director
         
By: Sozo Ventures UGP II, Ltd.,   By: /s/ Koichiro Nakamura
  its General Partner     Koichiro Nakamura, Director
         
By: /s/ Phillip Wickham   Sozo Ventures III, L.P.
  Phillip Wickham, Director      
      By: Sozo Ventures GP III, L.L.C.,
By: /s/ Koichiro Nakamura     its General Partner
  Koichiro Nakamura, Director      
      By: /s/ Phillip Wickham
Sozo Ventures GP II, L.P.     Phillip Wickham, Director
         
By: Sozo Ventures UGP II, Ltd.,   By: /s/ Koichiro Nakamura
  its General Partner     Koichiro Nakamura, Director
         
By: /s/ Phillip Wickham   Sozo Ventures GP III, L.L.C.
  Phillip Wickham, Director      
      By: /s/ Phillip Wickham
By: /s/ Koichiro Nakamura     Phillip Wickham, Director
  Koichiro Nakamura, Director      
      By: /s/ Koichiro Nakamura
Sozo Ventures UGP II, Ltd.     Koichiro Nakamura, Director
         
By: /s/ Phillip Wickham   /s/ Phillip Wickham
  Phillip Wickham, Director   Phillip Wickham
         
By: /s/ Koichiro Nakamura   /s/ Koichiro Nakamura
  Koichiro Nakamura, Director   Koichiro Nakamura
         
Sozo Ventures II-S, L.P.      
         
By: Sozo Ventures GP II-S, L.P.,      
  its General Partner      
         
By: Sozo Ventures UGP II-S, Ltd.,      
  its General Partner      
         
By: /s/ Phillip Wickham      
  Phillip Wickham, Director      
         
By: /s/ Koichiro Nakamura      
  Koichiro Nakamura, Director      
         
Sozo Ventures GP II-S, L.P.      
         
By: Sozo Ventures UGP II-S, Ltd.,      
  its General Partner      
         
By: /s/ Phillip Wickham      
  Phillip Wickham, Director      
         
By: /s/ Koichiro Nakamura      
  Koichiro Nakamura, Director      

 

 

CUSIP NO. 59102M104 13G Page 15 of 16

 

EXHIBIT INDEX

 

  Found on Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 16

 

 

CUSIP NO. 59102M104 13G Page 16 of 16

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Date: May 10, 2024

 

Sozo Ventures - TrueBridge Fund II, L.P.   Sozo Ventures GP II-S, L.P.
     
By: Sozo Ventures GP II, L.P.,   By: Sozo Ventures UGP II-S, Ltd.,
  its General Partner     its General Partner
         
By: Sozo Ventures UGP II, Ltd.,   By: /s/ Phillip Wickham
  its General Partner     Phillip Wickham, Director
         
By: /s/ Phillip Wickham   By: /s/ Koichiro Nakamura
  Phillip Wickham, Director     Koichiro Nakamura, Director
     
By: /s/ Koichiro Nakamura   Sozo Ventures UGP II-S, Ltd.
  Koichiro Nakamura, Director  
      By: /s/ Phillip Wickham
Sozo Ventures GP II, L.P.     Phillip Wickham, Director
     
By: Sozo Ventures UGP II, Ltd.,   By: /s/ Koichiro Nakamura
  its General Partner     Koichiro Nakamura, Director
     
By: /s/ Phillip Wickham   Sozo Ventures III, L.P.
  Phillip Wickham, Director  
      By: Sozo Ventures GP III, L.L.C.,
By: /s/ Koichiro Nakamura     its General Partner
  Koichiro Nakamura, Director    
      By: /s/ Phillip Wickham
Sozo Ventures UGP II, Ltd.     Phillip Wickham, Director
       
By: /s/ Phillip Wickham   By: /s/ Koichiro Nakamura
  Phillip Wickham, Director     Koichiro Nakamura, Director
     
By: /s/ Koichiro Nakamura   Sozo Ventures GP III, L.L.C.
  Koichiro Nakamura, Director    
      By: /s/ Phillip Wickham
Sozo Ventures II-S, L.P.     Phillip Wickham, Director
     
By: Sozo Ventures GP II-S, L.P.,   By: /s/ Koichiro Nakamura
  its General Partner     Koichiro Nakamura, Director
     
By: Sozo Ventures UGP II-S, Ltd.,   /s/ Phillip Wickham
  its General Partner   Phillip Wickham
     
By: /s/ Phillip Wickham   /s/ Koichiro Nakamura
  Phillip Wickham, Director   Koichiro Nakamura
         
By: /s/ Koichiro Nakamura      
  Koichiro Nakamura, Director