Form SC 13D CinCor Pharma, Inc. Filed by: GENERAL ATLANTIC, L.P.

January 21, 2022 1:08 PM EST

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

CinCor Pharma, Inc.
(Name of Issuer)
 
Common stock, par value $0.00001 per share
(Title of Class of Securities)
 
17240Y109
(CUSIP Number)
 
Michael Gosk
c/o General Atlantic Service Company, L.P.
55 East 52nd Street, 33rd Floor
New York, New York 10055
(212) 715-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
 
January 11, 2022
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box .

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent.

 

*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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 2 of 26

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic, L.P.

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 3 of 26

 

 

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

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 4 of 26

 

 

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

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 5 of 26

 

 

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

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 6 of 26

 

 

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

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 7 of 26

 

 

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

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 8 of 26

 

 

1

NAME OF REPORTING PERSON

 

GAP (Bermuda) L.P.

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 9 of 26

 

 

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

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 10 of 26

 

 

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

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 11 of 26

 

 

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

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 12 of 26

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic (CIN), L.P.

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 13 of 26

 

 

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

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 14 of 26

 

 

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

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 15 of 26

 

 

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

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 16 of 26

 

 

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

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,126,470

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,126,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,126,470

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 17 of 26

 

 

Item 1. Security and Issuer.

 

This Schedule 13D (the “Statement”) relates to the common stock, par value $0.00001 per share (the “common stock”) of CinCor Pharma, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 200 Clarendon Street, 6th Floor, Boston, MA.

 

Item 2. Identity and Background.

 

(a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are:

  (i) General Atlantic, L.P., a Delaware limited partnership (“GA LP”);

 

  (ii) General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership (“GAP Bermuda EU”);  

 

  (iii) General Atlantic Partners (Lux) SCSp, a Luxembourg special limited partnership (“GAP Lux”);  

 

  (iv) General Atlantic GenPar (Lux) SCSp, a Luxembourg special limited partnership (“GA GenPar Lux”);

 

  (v) General Atlantic (Lux) S.à r.l., a Luxembourg private limited liability company (“GA Lux Sarl”); ;

 

  (vi) General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“GA GenPar Bermuda”);

 

  (vii) GAP (Bermuda) L.P., a Bermuda exempted limited partnership (“GAP Bermuda”);

 

  (viii) General Atlantic GenPar, L.P., a Delaware limited partnership (“GA GenPar”);

 

  (ix) General Atlantic Partners 100 L.P., a Delaware limited partnership (“GAP 100”);

 

  (x) General Atlantic (SPV) GP, LLC, a Delaware limited liability corporation (“GA SPV”);
     
  (xi) General Atlantic (CIN), L.P., a Delaware limited partnership (“GA CIN”);
     
  (xii) GAP Coinvestments III, LLC, a Delaware limited liability corporation (“GAPCO III”);
     
  (xiii) GAP Coinvestments IV, LLC, a Delaware limited liability corporation (“GAPCO IV”);
     
  (xiv) GAP Coinvestments V, LLC, a Delaware limited liability corporation (“GAPCO V”); and
     
  (xv) GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”).

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 18 of 26

 

 

Each of the foregoing is referred to as a Reporting Person and collectively as the “Reporting Persons.” GAP 100, GAP Bermuda EU, GAP Lux, GAPCO CDA, GAPCO III, GAPCO IV, and GAPCO V are collectively referred to as the “GA Funds.”

The address of GA LP, GA GenPar, GAP 100, GA SPV, GA CIN, GAPCO III, GAPCO IV, GAPCO V, and GAPCO CDA is C/O General Atlantic Service Co., L.P., 55 East 52nd Street, 33rd Floor, New York, New York, 10055. The address of GAP Bermuda EU, GA GenPar Bermuda, and GAP Bermuda is C/O Conyers Client Services Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The address of GAP Lux, GA GenPar Lux and GA Lux Sarl is 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg. 

Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.

The GA Funds share beneficial ownership of the shares of common stock held of record by GA CIN. The general partner of GA CIN is GA SPV. The general partner of GAP Lux is GA GenPar Lux and the general partner of GA GenPar Lux is GA Lux Sarl. The general partner of GAP Bermuda EU and the sole shareholder of GA Lux is GA GenPar Bermuda. GAP Bermuda is the general partner of GA GenPar Bermuda. The general partner of GAP 100 is GA GenPar. GA LP, which is controlled by the management committee of GASC MGP, LLC (the “GA Management Committee”), is the general partner of GA GenPar and GAPCO CDA, the managing member of GAPCO III, GAPCO IV and GAPCO V, and the sole member of GA SPV. GAP Bermuda is also controlled by the GA Management Committee. There are nine members of the GA Management Committee as of the date hereof. Each of the members of the GA Management Committee disclaims ownership of the ordinary shares except to the extent he has a pecuniary interest therein. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the members of the GA Management Committee is as a managing director of GA LP.

(d)-(e) None of the Reporting Persons and none of the individuals listed on Schedule A has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 19 of 26

 

 

Item 3. Source and Amount of Funds or Other Consideration.

 

In connection with the closing of the initial public offering (the “IPO”) of the Issuer on January 11, 2022, 8,250,000 shares of Series B Preferred Stock of the Issuer held directly by GA CIN automatically converted into 2,426,470 shares of common stock of the Issuer on a 3.4:1 basis.

GA CIN purchased 1,700,000 shares of common stock at a price of $16.00 per share in the IPO. The funds to purchase the shares of common stock were obtained from contributions from the GA Funds.

 

Item 4. Purpose of Transaction.

 

The Reporting Persons acquired the common stock reported herein for investment purposes. Consistent with such purposes, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, management of the Issuer, one or more members of the board of directors of the Issuer, and may make suggestions concerning the Issuer’s operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, the composition of the board of directors of the Issuer and such other matters as the Reporting Persons may deem relevant to their investment in the common stock. The Reporting Persons expect that they will, from time to time, review their investment position in the common stock or the Issuer and may, depending on the Issuer’s performance and other market conditions, increase or decrease their investment position in the common stock. The Reporting Persons may, from time to time, make additional purchases of common stock either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Issuer’s business, prospects and financial condition, the market for the common stock, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the common stock and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities, including the common stock.

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 20 of 26

 

 

Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.

 

Item 5. Interest in Securities of the Issuer.

 

(a) The percentages used herein are calculated based upon on an aggregate of 36,519,099 common stock issued and outstanding following the closing of the IPO, as reported in the Issuer’s prospectus filed under Rule 424(b)(4), dated January 6, 2022, filed with the U. S. Securities and Exchange Commission (the “SEC”) on January 7, 2022.

As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 4,126,470 common stock, or approximately 11.3% of the aggregate 36,519,099 shares of common stock.

By virtue of the fact that (i) the GA Funds contributed the capital to fund GA CIN’s purchases of common stock and share beneficial ownership of such common stock, (ii) GA SPV is the general partner of GA CIN, (iii) GAP Bermuda is the general partner of GA GenPar Bermuda, and GenPar Bermuda is the general partner of GAP Bermuda EU, and is the sole shareholder of GA Sarl, (iv) GA Sarl is the general partner of GA GenPar Lux and GA GenPar Lux is the general partner of GAP Lux, and (v) GAP Lux has appointed Carne Global Fund Management (Luxembourg) S.A. (the “AIFM”) as the alternative investment fund manager of GAP Lux pursuant to an alternative investment fund management agreement to undertake all functions required of an external alternative investment fund manager under the Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended from time to time and GAP Lux has also entered into a delegated portfolio management and distribution agreement with the AIFM and General Atlantic Service Company, L.P. (“GASC”) in order to appoint GASC to act as the portfolio manager of GAP Lux (vi) GA LP is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and the sole member of GA SPV, and (vii) the members of the GA Management Committee control the investment decisions of GA LP, GAP Bermuda and, with respect to GAP Lux, GASC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the shares of common stock owned of record by GA CIN. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own an aggregate of 4,126,470 common stock, or approximately 11.3% of the aggregate 36,519,099 common stock as described above.

(b) Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 4,126,470 shares of common stock that may be deemed to be beneficially owned by each of them.

(c) Except as set forth in Item 3, or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the 4,126,470 shares of common stock during the past 60 days.

(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.

(e) Not applicable.

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 21 of 26

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

 

The information disclosed under Item 3 and Item 4 above is hereby incorporated by reference into this Item 6.

Please see Item 5(a), which is hereby incorporated by reference. The GA Funds and the members of the GA Management Committee may, from time to time, consult among themselves and coordinate the voting and disposition of ordinary shares held of record by GA CIN as well as such other action taken on behalf of the Reporting Persons with respect to the common stock held by the Reporting Persons as they deem to be in the collective interest of the Reporting Persons.

Pursuant to an Investors’ Rights Agreement (the “Investors’ Rights Agreement”), dated September 22, 2021, by and among the Issuer, GA CIN and the other shareholders of the Issuer named therein, the Reporting Persons are entitled to certain customary demand registration and piggyback registration rights, in each case subject to the terms and conditions of the Investors’ Rights Agreement. The Investors’ Rights Agreement terminated upon the closing of the IPO, except for the registration rights granted thereunder.

The foregoing description of the Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Investors’ Rights Agreement. The Investors’ Rights Agreement is filed as Exhibit 2, and is incorporated herein by reference.

In addition, GA CIN entered into a customary lock-up agreement with the underwriters in the IPO (the “Lock-Up Agreement”), pursuant to which it agreed, subject to specified exceptions, not to directly or indirectly (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, shares of common stock or any other securities convertible into shares of common stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether such transaction in (1) or (2) above is to be settled by delivery of such newly issued shares of common stock or such other securities, in cash or otherwise, for a period commencing on October 27, 2021 and ending 180 days after January 6, 2022, the date of the final prospectus with respect to the IPO. GA CIN may, however, transfer any of the securities to any affiliate, provided that such affiliate is bound by the balance of the lock-up period.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreement. A copy of the Lock-Up Agreement is attached hereto as Exhibit 3, and is incorporated herein by reference.

The Reporting Persons entered into a Joint Filing Agreement on January 21, 2022 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as Exhibit 1.

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 22 of 26

 

 

Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7. Materials to be Filed as Exhibits.

 

Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act.
   
Exhibit 2: Amended and Restated Investors’ Rights Agreement, by and among the Issuer and General Atlantic (CIN), L.P. and certain other shareholders of the Issuer named therein dated September 22, 2021 (incorporated by reference to Exhibit 4.1 to the Issuer’s Amended Registration Statement on Form S-1 (Registration No. 333-261738) filed with the Securities and Exchange Commission on January 3, 2022).
   
Exhibit 3: Lock-Up Agreement between the Representatives named therein and General Atlantic (CIN), L.P., dated as of October 27, 2021.

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 23 of 26

 

 

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: January 21, 2022

 

  GENERAL ATLANTIC, L.P.  
         
  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) L.P., its general partner  
       
  By: GAP (BERMUDA) GP 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., its general partner  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
 

By:

/s/ Gregor Dalrymple  
   

Name:

Title:

Gregor Dalrymple

Manager B

 

 

 

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 24 of 26

 

 

  GENERAL ATLANTIC GENPAR, (LUX) SCSP  
         
  By:

GENERAL ATLANTIC (LUX)

S.À R.L., its general partner

 
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
 

By:

/s/ Gregor Dalrymple  
   

Name:

Title:

Gregor Dalrymple

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  

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 25 of 26

 

 

  GENERAL ATLANTIC GENPAR, (BERMUDA), L.P.  
         
 

By: 

GAP (BERMUDA) L.P., its general partner

 
       
  By: GAP (BERMUDA) GP LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
         
  GAP (BERMUDA) L.P.  
     
 

By:

 

GAP (BERMUDA) GP LIMITED, its general partner 

 
       
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
     
  GENERAL ATLANTIC GENPAR, L.P.  
         
  By: GENERAL ATLANTIC, L.P., its general partner  
         
  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: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title:

Managing Director 

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

 

 

 

 

CUSIP No. 17240Y109 SCHEDULE 13D Page 26 of 26

 

 

  GENERAL ATLANTIC (CIN), L.P.  
         
 

By:

 

GENERAL ATLANTIC (SPV) GP, LLC, its general partner 

 

 

       
  By: GENERAL ATLANTIC, L.P., its sole member  
       
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     

 

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

 

 

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

 

 

 

 

 

SCHEDULE A

 

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

 

Name 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 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D 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 January 21, 2022

 

  GENERAL ATLANTIC, L.P.  
         
  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) L.P., its general partner  
       
  By: GAP (BERMUDA) GP 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., its general partner  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
 

By:

/s/ Gregor Dalrymple  
   

Name:

Title:

Gregor Dalrymple

Manager B

 

 

 

 

 

 

  GENERAL ATLANTIC GENPAR, (LUX) SCSP  
         
  By:

GENERAL ATLANTIC (LUX)

S.À R.L., its general partner

 
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
 

By:

/s/ Gregor Dalrymple  
   

Name:

Title:

Gregor Dalrymple

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) L.P., its general partner

 
       
  By: GAP (BERMUDA) GP LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
         
  GAP (BERMUDA) L.P.  
     
 

By:

 

GAP (BERMUDA) GP LIMITED, its general partner 

 
       
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
     
  GENERAL ATLANTIC GENPAR, L.P.  
         
  By: GENERAL ATLANTIC, L.P., its general partner  
         
  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: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title:

Managing Director 

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

 

 

 

 

  GENERAL ATLANTIC (CIN), L.P.  
         
 

By:

 

GENERAL ATLANTIC (SPV) GP, LLC, its general partner 

 

 

       
  By: GENERAL ATLANTIC, L.P., its sole member  
       
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     

 

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

 

 

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

 

  

 

 

EXHIBIT 3

 

LOCK-UP AGREEMENT

 

October 27, 2021

 

 

Morgan Stanley & Co. LLC

Jefferies LLC

Evercore Group L.L.C. 

 

  c/o Morgan Stanley & Co. LLC
    1585 Broadway
    New York, NY 10036
  c/o Jefferies LLC
    520 Madison Avenue
    New York, New York 10022
  c/o Evercore Group L.L.C.
    55 East 52nd Street
    New York, New York 10055

 

Ladies and Gentlemen:

 

The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”), Jefferies LLC, (“Jefferies”) and Evercore Group L.L.C. (“Evercore” and, collectively with Jefferies and Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with CinCor Pharma, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the common stock, par value $0.00001 per share, of the Company (the “Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Restricted Period”) relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the undersigned. The foregoing sentence shall not apply to:

(a)transactions relating to shares of Common Stock or other securities acquired in (x) open market transactions after the completion of the Public Offering or (y) as part of the Public Offering; provided that no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of the Common Stock shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in the Public Offering or in such open market transactions; provided, further, that all necessary filings on Form 13F and all necessary filings under Schedule 13G or 13D regarding beneficial ownership shall be permitted;
(b)transfers or distributions of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift or charitable contribution, (ii) by will or intestacy or

 

  

 

 

to any immediate family or to a trust for the direct or indirect benefit of the undersigned and/or any immediate family, (iii) to limited partners, members, stockholders or holders of similar equity interests in the undersigned or (iv) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933 as amended) of the undersigned, or to any investment fund or other entity controlled or managed by the undersigned or affiliates of the undersigned; provided that (A) each transferee, donee or distributee shall sign and deliver a lock-up agreement substantially in the form of this agreement and (B) no filing under Section 16(a) of the Exchange Act or other public disclosure, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period;
(c)transfers of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock by operation of law pursuant to a qualified domestic order or other court order or in connection with a divorce settlement; provided that (i) any filing under Section 16(a) of the Exchange Act made during the Restricted Period shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described in this clause (c) and (B) no securities were sold by the undersigned, and (ii) the undersigned does not otherwise voluntarily effect any other public filing or report regarding such transfers during the Restricted Period;
(d)the receipt by the undersigned from the Company of shares of Common Stock upon the transfer or disposition of shares of Common Stock or any securities convertible into Common Stock to the Company upon a vesting or settlement event of the Company’s securities or vesting of restricted stock unit awards or upon the exercise of options to purchase the Company’s securities on a “cashless” or “net exercise” basis, in each case pursuant to any equity incentive plan of the Company described in the Prospectus and to the extent permitted by the instruments representing such restricted stock unit awards or options outstanding as of the date of the Prospectus (and solely to cover withholding tax obligations in connection with such transaction and any transfer to the Company for the payment of taxes as a result of such transaction), provided that (i) the shares received upon exercise or settlement of the option are subject to the terms of this agreement, (ii) no public disclosure or filing under Section 16(a) of the Exchange Act shall be voluntarily made during the Restricted Period and (iii) to the extent a filing under Section 16(a) of the Exchange Act is required during the Restricted Period as a result of transfers in this clause (d), it shall clearly indicate that (A) the filing relates to the circumstances described in this clause (d), including that the securities remain subject to the terms of this agreement and (B) no securities were sold by the undersigned other than pursuant to this clause (d);
(e)transfers to the Company in connection with the repurchase of Common Stock in connection with the termination of the undersigned’s employment with the Company pursuant to contractual agreements with the Company as in effect as of the date of the Prospectus, provided that no public disclosure or filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Restricted Period;
(f)the conversion of the outstanding preferred stock of the Company described in the Prospectus into shares of Common Stock of the Company, provided that such shares of Common Stock remain subject to the terms of this agreement;
(g)facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period; or
(h)transfers pursuant to a bona fide third-party tender offer for all outstanding Common Stock or securities convertible into or exchangeable for Common Stock of the Company, merger, consolidation or other similar transaction approved by the Company’s Board of Directors and made to all holders of the Company’s securities involving a change of control of the Company (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock or other such securities in connection with such transaction, or vote any Common Stock or other such securities in favor of any such transaction); provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this agreement.

In addition, the undersigned agrees that, (a) without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for

 

  

 

 

Common Stock and (b) in connection with the Public Offering, it waives any and all notice requirements and rights with respect to the registration of any such Common Shares pursuant to any agreement, understanding or otherwise to which the undersigned is a party. In addition, the undersigned hereby waives any and all preemptive rights, resale rights, and rights of first refusal that the undersigned may have in connection with the Public Offering or in connection with any reorganization that may be consummated before or in connection with the Public Offering. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

For purposes of this agreement, (i) “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin, and (ii) “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or more of the total voting power of the voting stock of the Company.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the offering.

If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed or will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration or to an immediate family member as defined in FINRA Rule 5130(i)(5) and (b) the transferee has agreed in writing to be bound by the same terms described in this agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

In the event that a release is granted to any Major Holder (as defined below) other than the undersigned relating to the lock-up restrictions set forth above for shares of Common Stock, the same percentage of shares of Common Stock held by the undersigned shall be immediately and fully released (the “Pro-rata Release”) on the same terms from any remaining lock-up restrictions set forth herein. Notwithstanding the foregoing, no waiver or termination will constitute a Pro-rata Release, if: (a) such release is granted from such lockup restrictions to any individual party or parties (other than stockholders subject to Section 16 reporting with respect to the Company under the Exchange Act) to sell or otherwise transfer or dispose of Common Stock or other securities in an amount up to an aggregate of $1,000,000, (b) such waiver is effected solely to permit a transfer not involving a disposition for value and the transferee has agreed in writing to sign and deliver a lock-up agreement substantially in the form of this agreement or (c) such waiver or termination, in full or in part, is in connection with any underwritten public offering, whether or not such offering or sale is wholly or partially a secondary offering of the Common Stock during the Restricted Period (a “Follow-on Offering”); provided, that the undersigned, to the extent the undersigned has a contractual right to demand or require the registration of the undersigned’s Common Stock or otherwise “piggyback” on a registration statement filed by the Company for the offer and sale of its Common Stock, (i) shall be offered the opportunity to participate on a pro rata basis consistent with such contractual rights in such Follow-on Offering and on pricing terms that are no less favorable than the terms of the Follow-on Offering, and such shares are released solely for the purpose of participating in such Follow-on Offering, or (ii) such contractual rights are waived pursuant to the terms thereof; and in the event the Underwriters make the determination to cut back the number of securities to be sold by stockholders in the Follow-on Offering, such cut back shall be on a basis consistent with such contractual rights. Notwithstanding any other provisions of this Agreement, if the Representatives in their sole discretion determine that a record or beneficial owner of Common Stock, or other securities convertible into or exercisable or exchangeable for Common Stock, should be granted an early Pro-rata Release due to circumstances of emergency or hardship, then the undersigned shall not have any right to be granted a release pursuant to the terms of this paragraph. In the event that any percentage of such Common Stock released from the lock-up restrictions are subject to any restrictions of the type set forth in clause (1) or (2) of the second paragraph of this Agreement, the same restrictions shall be applicable to the release of the same percentage of Common Stock held by the undersigned. In the event that the undersigned is released from any of its obligations under this Agreement (pursuant to this paragraph), or by virtue of this Agreement (pursuant to this paragraph), becomes entitled to offer, pledge, sell, contract to sell, or otherwise dispose of any Common Stock during the Restricted Period, the Representatives shall use their commercially reasonable efforts to provide notification of such to the Company, and the Company, in turn, shall use commercially

 

  

 

 

reasonable efforts to notify the undersigned within two business days thereof; provided that the failure to provide such notice to the Company or the undersigned shall not give rise to any claim or liability against the Representatives or the Underwriters. For purposes of this Agreement, each of the following persons is a “Major Holder”: each officer and director of the Company and each record or beneficial owner, as of the date hereof, of more than 3% of the outstanding shares of securities of the Company (for purposes of determining record or beneficial ownership of a stockholder, all shares of securities held by investment funds affiliated with such stockholders shall be aggregated).

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in connection with the Public Offering, the Underwriters are not making a recommendation to you to participate in the Public Offering or sell any Shares at the price determined in the Public Offering, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

The undersigned understands that, if (i) the Representatives, on the one hand, or the Company, on the other hand, informs the other in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (ii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the securities to be sold thereunder, (iii) the registration statement related to the Public Offering is withdrawn (iv) the Underwriting Agreement is not executed on or before March 31, 2022 or (v) the Public Offering has not occurred on or before April 30, 2022, then, in each case, this agreement shall automatically, and without any action on the part of any other party, be of no further force and effect, and the undersigned shall be automatically released from all obligations under this agreement.

This agreement shall be governed by and construed in accordance with the laws of the State of New York.

 

  Very truly yours,  
         
  General Atlantic (CIN), L.P.  
         
 

By:

 

General Atlantic (SPV) GP, LLC, its General Partner 

 
       
  By: General Atlantic, L.P., its Sole Member  
       
  By: /s/ Michael Gosk  
   

Name:

Michael Gosk  
    Title: Managing Director  

 

 

  

 

 



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