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Form SC 13G Blend Labs, Inc. Filed by: Temasek Holdings (Private) Ltd

February 14, 2022 6:28 AM EST

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

Blend Labs, Inc.

(Name of Issuer)

Class A common stock, par value $0.00001 per share

(Title of Class of Securities)

09352U108

(CUSIP Number)

December 31, 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 the disclosures provided in a prior cover page.

The information required in 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   Page 2 of 10        

 

  1   

NAMES OF REPORTING PERSONS

 

Temasek Holdings (Private) Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of Singapore

NUMBER OF SHARES

BENEFICIALLY   OWNED BY

EACH

REPORTING PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

11,875,773

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

11,875,773

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,875,773

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%(1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC

 

(1)

Based on 217,023,030 shares of the Issuer’s (as defined herein) Class A common stock outstanding as of November 7, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 15, 2021.


CUSIP No.            09352U108   Page 3 of 10        

 

  1   

NAMES OF REPORTING PERSONS

 

Fullerton Management Pte Ltd

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of Singapore

NUMBER OF SHARES

BENEFICIALLY   OWNED BY

EACH

REPORTING PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

11,875,773

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

11,875,773

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,875,773

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%(1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC

 

(1)

Based on 217,023,030 shares of the Issuer’s Class A common stock outstanding as of November 7, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 15, 2021.


CUSIP No.            09352U108   Page 4 of 10        

 

  1   

NAMES OF REPORTING PERSONS

 

Hotham Investments Pte. Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of Singapore

NUMBER OF SHARES

BENEFICIALLY   OWNED BY

EACH

REPORTING PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

11,875,773

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

11,875,773

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,875,773

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%(1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC

 

(1)

Based on 217,023,030 shares of the Issuer’s Class A common stock outstanding as of November 7, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 15, 2021.


CUSIP No.            09352U108   Page 5 of 10        

 

  1   

NAMES OF REPORTING PERSONS

 

Ossa Investments Pte. Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of Singapore

NUMBER OF SHARES

BENEFICIALLY   OWNED BY

EACH

REPORTING PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

11,875,773

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

11,875,773

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,875,773

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%(1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

(1)

Based on 217,023,030 shares of the Issuer’s Class A common stock outstanding as of November 7, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 15, 2021.


CUSIP No.            09352U108   Page 6 of 10        

 

Item 1(a).

Name of Issuer:

Blend Labs, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

415 Kearny Street, San Francisco, California 94108

 

Item 2(a).

Name of Person Filing:

 

  (i)

Temasek Holdings (Private) Limited (“Temasek”);

  (ii)

Fullerton Management Pte Ltd (“Fullerton”);

  (iii)

Hotham Investments Pte. Ltd. (“Hotham”); and

  (iv)

Ossa Investments Pte. Ltd. (“Ossa” and, together with Temasek, Fullerton and Hotham, the “Reporting Persons”)

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

Each of the Reporting Persons:

60B Orchard Road

#06-18 Tower 2

The Atrium@Orchard

Singapore 238891.

 

Item 2(c).

Citizenship:

Each of the Reporting Persons: Republic of Singapore

 

Item 2(d).

Title of Class of Securities:

Class A common stock, par value $0.00001 per share.

 

Item 2(e).

CUSIP Number:

09352U108

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

As of December 31, 2021, Ossa directly owned in aggregate 11,875,773 shares of Class A common stock.

Ossa is a wholly-owned subsidiary of Hotham, which in turn is a wholly-owned subsidiary of Fullerton, which in turn is a wholly-owned subsidiary of Temasek. Temasek, Fullerton and Hotham, through the ownership described herein, may be deemed to beneficially own the shares of the Issuer’s Class A common stock directly owned by Ossa.

 

  (b)

Percent of class:

As of December 31, 2021:

Temasek, Fullerton, Hotham and Ossa: 5.5%

The percentages above are based on 217,023,030 shares of the Issuer’s Class A common stock outstanding as of November 7, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 15, 2021.


CUSIP No.            09352U108   Page 7 of 10        

 

  (c)

Number of shares as to which the person has:

With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, the shares of the Issuer’s Class A common stock, please see Item 4(a) above regarding qualifications as to beneficial ownership.

 

  (i)

Sole power to vote or to direct the vote:

0.

 

  (ii)

Shared power to vote or to direct the vote:

11,875,773.

 

  (iii)

Sole power to dispose or to direct the disposition of:

0.

 

  (iv)

Shared power to dispose or to direct the disposition of:

11,875,773.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

 

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.

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

Item 10.

Certification.

Not applicable.


CUSIP No.            09352U108   Page 8 of 10        

 

SIGNATURE

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: February 14, 2022   TEMASEK HOLDINGS (PRIVATE) LIMITED
    By:  

/s/ Jason Norman Lee

        Name   :   Jason Norman Lee
        Title   :   Authorized Signatory
Dated: February 14, 2022   FULLERTON MANAGEMENT PTE LTD
    By:  

/s/ Gregory Tan

        Name   :   Gregory Tan
        Title   :   Director
Dated: February 14, 2022   HOTHAM INVESTMENTS PTE. LTD.
    By:  

/s/ Lim Ming Pey

        Name   :   Lim Ming Pey
        Title   :   Director
Dated: February 14, 2022   OSSA INVESTMENTS PTE. LTD.
    By:  

/s/ Lim Ming Pey

        Name   :   Lim Ming Pey
        Title   :   Director


CUSIP No.            09352U108   Page 9 of 10        

 

LIST OF EXHIBITS

 

Exhibit No.

  

Description

99.1    Joint Filing Agreement, dated as of February 14, 2022, by and among Temasek, Fullerton, Hotham and Ossa.

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G, dated February 14, 2022 (the “Schedule 13G”), with respect to the Class A common stock, par value $0.00001 per share, of Blend Labs, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13G and each such amendment.

Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of February, 2022.

 

Dated: February 14, 2022   TEMASEK HOLDINGS (PRIVATE) LIMITED
    By:  

/s/ Jason Norman Lee

        Name   :   Jason Norman Lee
        Title   :   Authorized Signatory
Dated: February 14, 2022   FULLERTON MANAGEMENT PTE LTD
    By:  

/s/ Gregory Tan

        Name   :   Gregory Tan
        Title   :   Director
Dated: February 14, 2022   HOTHAM INVESTMENTS PTE. LTD.
    By:  

/s/ Lim Ming Pey

        Name   :   Lim Ming Pey
        Title   :   Director
Dated: February 14, 2022   OSSA INVESTMENTS PTE. LTD.
    By:  

/s/ Lim Ming Pey

        Name   :   Lim Ming Pey
        Title   :   Director


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