0001193125-23-302486.txt : 20231226 0001193125-23-302486.hdr.sgml : 20231226 20231226075926 ACCESSION NUMBER: 0001193125-23-302486 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20231226 DATE AS OF CHANGE: 20231226 GROUP MEMBERS: DELAWARE PROJECT 4 L.L.C. GROUP MEMBERS: DELAWARE PROJECT 6 L.L.C. GROUP MEMBERS: DELAWARE PROJECT 9 L.L.C. GROUP MEMBERS: SOFTBANK GROUP CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: T-Mobile US, Inc. CENTRAL INDEX KEY: 0001283699 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] ORGANIZATION NAME: 06 Technology IRS NUMBER: 200836269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83639 FILM NUMBER: 231511380 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 800-318-9270 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: METROPCS COMMUNICATIONS INC DATE OF NAME CHANGE: 20040315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SoftBank Group Capital Ltd CENTRAL INDEX KEY: 0001755163 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: WIK 3JP BUSINESS PHONE: 650-562-8211 MAIL ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: WIK 3JP SC 13D/A 1 d683664dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

 

 

T-Mobile US, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872590104

(CUSIP Number)

 

Kenneth A. Siegel, Esq.

Morrison & Foerster LLP

Shin-Marunouchi Building, 29th Floor

5-1, Marunouchi 1-Chome

Chiyoda-ku, Tokyo, 100-6529 Japan

+81-3-3214-6522

 

Sarah P. Payne, Esq.

Sullivan & Cromwell LLP

1870 Embarcadero Road

Palo Alto, CA 94303-3308

+1 650 461 5669

 

Robert G. DeLaMater, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

+1-212-558-4788

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 22, 2023

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

*

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 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. 872590104

 

  1    

  NAMES OF REPORTING PERSONS

 

  SoftBank Group Capital Ltd

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  England and Wales

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0 (1)

     8  

  SHARED VOTING POWER

 

  0

     9  

  SOLE DISPOSITIVE POWER

 

  0 (1)

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0 (1)

12  

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

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  N/A

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  CO

 

(1)

The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members.

(The terms used above are defined in the Explanatory Note and in Items 1, 2 ,4 and 6 of this Schedule 13D).


CUSIP No. 872590104

 

  1    

  NAMES OF REPORTING PERSONS

 

  Delaware Project 4 L.L.C.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

  3,566,400(1)

     8  

  SHARED VOTING POWER

 

  0

     9  

  SOLE DISPOSITIVE POWER

 

  3,566,400(1)

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  3,566,400(1)

12  

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

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  <1%(2)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

(1)

The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members.

(2)

Based on the number of shares of Common Stock outstanding on October 20, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on October 25, 2023 and giving effect to the issuance of the Additional Shares.

(The terms used above are defined in the Explanatory Note and in Items 1, 2, 4 and 6 of the Schedule 13D).


CUSIP No. 872590104

 

  1    

  NAMES OF REPORTING PERSONS

 

  Delaware Project 6 L.L.C.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 (1)

     8  

  SHARED VOTING POWER

 

  0

     9  

  SOLE DISPOSITIVE POWER

 

  39,771,809(1)

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  39,771,809(1)

12  

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

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  3.30% (2)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

(1)

As of the date hereof, the shares of Common Stock held by Project 6 LLC are subject to the Proxy Agreement (of which 34,971,809 of such shares of Common Stock are subject to the Call Options). The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members.

(2)

Based on the number of shares of Common Stock outstanding on October 20, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on October 25, 2023 and giving effect to the issuance of the Additional Shares.

(The terms used above are defined in the Explanatory Note and in Items 1, 2, 4 and 6 of this Schedule 13D).


CUSIP No. 872590104

 

  1    

  NAMES OF REPORTING PERSONS

 

  Delaware Project 9 L.L.C.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 (1)

     8  

  SHARED VOTING POWER

 

  0

     9  

  SOLE DISPOSITIVE POWER

 

  48,751,557(1)

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  48,751,557(1)

12  

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

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  4.05% (2)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

(1)

The shares of Common Stock to be acquired by Project 9 LLC will be subject to the Proxy Agreement. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members.

(2)

Based on the number of shares of Common Stock outstanding on October 20, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on October 25, 2023 and giving effect to the issuance of the Additional Shares.

(The terms used above are defined in the Explanatory Note and in Items 1, 2, 4 and 6 of this Schedule 13D).


  1    

  NAMES OF REPORTING PERSONS

 

  SoftBank Group Corp.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Japan

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  3,566,400(1)

     8  

  SHARED VOTING POWER

 

  0

     9  

  SOLE DISPOSITIVE POWER

 

  92,089,766(2)

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  92,089,766(2)

12  

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

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  7.64%(3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  HC, CO

 

(1)

The shares of Common Stock are held by Project 4 LLC, a wholly owned subsidiary of SoftBank.

(2)

As of the date hereof, the shares of Common Stock are held by Project 6 LLC, a wholly owned subsidiary of SoftBank, Project 4 LLC, a wholly owned subsidiary of SoftBank and Project 9 LLC a wholly owned subsidiary of SoftBank; the shares of Common Stock held by Project 6 LLC and Project 9 LLC are subject to the Proxy Agreement; and 34,971,809 of the shares of Common Stock held by Project 6 LLC are subject to the Call Options. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members.

(3)

Based on the number of shares of Common Stock outstanding on October 20, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on October 25, 2023 and giving effect to the issuance of the Additional Shares.

(The terms used above are defined in the Explanatory Note and in Items 1, 2, 4 and 6 of the Schedule 13D).


EXPLANATORY NOTE

This Amendment No. 14 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 2, 2020, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed with the Commission on June 15, 2020, Amendment No. 2 to the Schedule 13D filed with the Commission on June 25, 2020, Amendment No. 3 to the Schedule 13D filed with the Commission on June 26, 2020, Amendment No. 4 to the Schedule 13D filed with the Commission on July 30, 2020, Amendment No. 5 to the Schedule 13D filed with the Commission on October 6, 2020, Amendment No. 6 to the Schedule 13D filed with the Commission on September 7, 2021, Amendment No. 7 to the Schedule 13D filed with the Commission on September 9, 2021, Amendment No. 8 to the Schedule 13D filed with the Commission on September 16, 2021, Amendment No. 9 to the Schedule 13D filed with the Commission on September 28, 2021, Amendment No. 10 to the Schedule 13D filed with the Commission on February 4, 2022, Amendment No. 11 to the Schedule 13D filed with the Commission on March 29, 2022, Amendment No. 12 to the Schedule 13D filed with the Commission on April 13, 2022 and Amendment No. 13 to the Schedule 13D filed with the Commission on June 6, 2023 (as amended and supplemented, this “Schedule 13D”), is being filed on behalf of SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank”), its wholly owned subsidiary SoftBank Group Capital Ltd, a private limited company incorporated in England and Wales (“SBGC”), SoftBank’s wholly owned subsidiary Delaware Project 6 L.L.C., a Delaware limited liability company (“Project 6 LLC”) SoftBank’s wholly owned subsidiary, Delaware Project 4 L.L.C., a Delaware limited liability company (“Project 4 LLC”) and SoftBank’s wholly owned subsidiary, Delaware Project 9, L.L.C. a Delaware limited liability company (“Project 9 LLC,” and together with SoftBank, SBGC, Project 6 LLC and Project 4 LLC, the “Reporting Persons”), with respect to the common stock of T-Mobile US, Inc., a Delaware corporation (“T-Mobile” or the “Issuer”), par value $0.00001 per share (the “Common Stock”).

Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in this Schedule 13D.

Item 2. Identity and Background.

This Item 2 is supplemented by stating that Appendix A-1 and Appendix A-5 are incorporated herein by reference.

Appendix A-1, Appendix A-2, Appendix A-3 and Appendix A-4 each have been amended to reflect a change in executive officers and directors (or managers, as applicable) of SoftBank, SBGC, Project 6 LLC and Project 4 LLC and Appendix A-5 includes the board of managers of Project 9 LLC. During the last five years, none of the Reporting Persons nor, to the best of each Reporting Person’s knowledge, any person on Appendix A-1, Appendix A-2, Appendix A-3 and Appendix A-4 or Appendix A-5 has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such Reporting Person or person is or was 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.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to include the following:


As previously disclosed in this Schedule 13D, pursuant to the Letter Agreement, dated as of February 20, 2020 (the “Letter Agreement”), by and among T-Mobile, SoftBank and Deutsche Telekom, SBGC surrendered to T-Mobile, for no additional consideration, an aggregate of 48,751,557 shares (the “SoftBank Specified Shares Amount”) of Common Stock.

The Letter Agreement provided that if the trailing 45-day volume-weighted average price per share of T-Mobile Common Stock on NASDAQ is equal to or greater than $150.00 (as adjusted as provided in the Letter Agreement) at any time during the period commencing on the second anniversary of the Closing Date (i.e. April 1, 2022) and ending on December 31, 2025 (the “Additional Shares Issuance Condition”), T-Mobile would issue to SoftBank, for no additional consideration, a number of shares of Common Stock equal to the SoftBank Specified Shares Amount (the “Additional Shares”), subject to the terms and conditions set forth in the Letter Agreement.

On December 22, 2023, the Additional Shares Issuance Condition was satisfied and pursuant to a notice delivered by SoftBank to T-Mobile, SoftBank and Project 9 LLC, as SoftBank’s wholly owned subsidiary, acquired the right to receive the Additional Shares and therefore “beneficial ownership” of the Additional Shares as determined pursuant Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder. The Reporting Persons have been informed by T-Mobile that it intends to issue the Additional Shares to Project 9 LLC promptly, in accordance with the terms and conditions set forth in the Letter Agreement.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended to include the following:

(a)-(b) The information contained in the cover pages of this Schedule 13D is incorporated herein by reference. Project 4 LLC beneficially owns 3,566,400 shares of Common Stock, which represents less than 1% of the shares of Common Stock outstanding as of October 20, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on October 25, 2023 and giving effect to the issuance of the Additional Shares. Project 6 LLC beneficially owns 39,771,809 shares of Common Stock, which represents approximately 3.30% of the shares of Common Stock outstanding as of October 20, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on October 25, 2023 and giving effect to the issuance of the Additional Shares. As set forth in Item 4 above Project 9 LLC has acquired beneficial ownership of 48,751,557 shares of Common Stock, which represents approximately 4.05% of the shares of Common Stock outstanding as of October 20, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on October 25, 2023 and giving effect to the issuance of the Additional Shares. The shares of Common Stock beneficially owned by Project 6 LLC and Project 9 LLC are (or will be) subject to the Proxy Agreement. 34,971,809 of shares of Common Stock beneficially owned by Project 6 LLC are subject to the Call Options. Project 4 LLC, Project 6 LLC and Project 9 LLC are wholly owned subsidiaries of SoftBank. As a result, SoftBank may be deemed to beneficially own the shares of Common Stock beneficially owned by Project 4 LLC, Project 6 LLC and Project 9 LLC. The Reporting Persons therefore beneficially own an aggregate of 92,089,766 shares of Common Stock, which represents approximately 7.64% of the shares of Common Stock outstanding as of October 20, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on October 25, 2023 and giving effect to the issuance of the Additional Shares.

(c) The information contained in Item 4 of this Schedule 13D is herein incorporated by reference.

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

Item 6 of the Schedule 13D is hereby amended and supplemented to include the following:

In accordance with the terms and conditions set forth in the Letter Agreement, Project 9 LLC will enter into a security agreement with T-Mobile which will grant a security interest in 18,000,000 Additional Shares for the purposes of securing certain of SoftBank’s and its affiliates’ indemnity obligations pursuant to Section 9.4 of the Business Combination Agreement in respect of Specified Claims (as defined in the Business Combination Agreement).

Item 7. Material to be Filed as Exhibits.

29 Joint Filing Agreement, dated as of December 26, 2023, by and between SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 6 L.L.C., Delaware Project 4 L.L.C. and Delaware Project 9 L.L.C.


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: December 26, 2023

 

SOFTBANK GROUP CORP.
By:  

/s/ Yuko Yamamoto

Name:   Yuko Yamamoto
Title:   Head of Corporate Legal Department
SOFTBANK GROUP CAPITAL LTD
By:  

/s/ Adam Westhead

Name:   Adam Westhead
Title:   Director
DELAWARE PROJECT 6 L.L.C.
By:  

/s/ Hugh Manahan

Name:   Hugh Manahan
Title:   Manager
DELAWARE PROJECT 4 L.L.C.
By:  

/s/ Hugh Manahan

Name:   Hugh Manahan
Title:   Manager
DELAWARE PROJECT 9 L.L.C.
By:  

/s/ Brendan Kelleher

Name:   Brendan Kelleher
Title:   Manager


APPENDIX A-1

EXECUTIVE OFFICERS AND DIRECTORS

OF

SOFTBANK GROUP CORP.

Set forth below is a list of each executive officer and director of SoftBank Group Corp. setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

 

Name and Business Address

  

Present Principal Occupation

(principal business of employer)

  

Name and

Address of
Corporation

or Other
Organization

(if different

from address
provided

in Column 1)

Masayoshi Son*, a citizen of Japan

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   Representative Director, Corporate Officer, Chairman & CEO of SoftBank Group Corp.   

Yoshimitsu Goto*, a citizen of Japan

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   Board Director, Corporate Officer, Senior Vice President, CFO, CISO & CSusO of SoftBank Group Corp.   

Ken Miyauchi*, a citizen of Japan

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

  

Board Director of SoftBank Group Corp.;

Director & Chairman, SoftBank Corp.

  

Rene Haas*, a citizen of the United States of America

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   Board Director of SoftBank Group Corp.; Chief Executive Officer of Arm Limited.   

Keiko Erikawa*, a citizen of Japan

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   External Board Director, Independent Officer of SoftBank Group Corp.; Chairman Emeritus (Director), KOEI TECMO GAMES CO., LTD; Board Director, KOEI TECMO EUROPE LIMITED; Chairman (Representative Director), KOEI TECMO HOLDINGS CO., LTD.; Director, Foundation for the Fusion Of Science and Technology   

David Chao*, a citizen of Japan

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   External Board Director, Independent Officer of SoftBank Group Corp.; Co-Founder and General Partner, DCM Ventures;   


Masami Iijima*, a citizen of Japan

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   External Board Director, Independent Officer of SoftBank Group Corp.; Director, Ricoh Company, Ltd.; Director, Isetan Mitsukoshi Holdings Ltd.; Counsellor, Bank of Japan; Counselor, MITSUI & CO., LTD.; Director, Takeda Pharmaceutical Company Limited   

MITSUI & CO., LTD.

2-1, Otemachi 1-chome, Chiyoda-ku,

Tokyo 100-8631

Japan

Yutaka Matsuo*, a citizen of Japan

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   External Board Director, Independent Officer of SoftBank Group Corp. and Professor, Graduate School of Engineering at the University of Tokyo   

Kenneth A. Siegel*, a citizen of the United States of America

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   External Board Director of SoftBank Group Corp.; Board Director, Member of Executive Committee, Morrison & Foerster LLP   

Shin-Marunouchi Building, 29th Floor

5-1, Marunouchi 1-Chome

Chiyoda-ku, Tokyo, Japan 100-6529

Soichiro Uno**, a citizen of Japan

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   External Audit & Supervisory Board Member of SoftBank Group Corp.; Partner at Nagashima Ohno & Tsunematsu; Director at Dream Incubator Inc.; and Director at TERUMO CORPORATION   

Yuji Nakata**, a citizen of Japan

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   Full-time External Audit & Supervisory Board Member of SoftBank Group Corp.   

Maurice Atsushi Toyama**, a citizen of the United States of America

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   Full-time External Audit & Supervisory Board Member of SoftBank Group Corp.   


Keiichi Otsuka**, a citizen of Japan

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   Full-time External Audit & Supervisory Board Member of SoftBank Group Corp.; Director, Shizuoka Bank (Europe) S.A.; Representative of Otsuka CPA Office; Audit & Supervisory Board Member, TBK Co., Ltd.   

Kazuko Kimiwada, a citizen of Japan

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   Corporate Officer, Senior Vice President of SoftBank Group Corp.   

Timothy A. Mackey, a citizen of New Zealand

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   Corporate Officer, CLO & GCO of SoftBank Group Corp.   

Seiichi Morooka, a citizen of Japan

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

   Corporate Officer of SoftBank Group Corp.   

 

*

Director

**

Corporate Auditor

 

 

 


APPENDIX A-2

EXECUTIVE OFFICERS

AND DIRECTORS OF

SOFTBANK GROUP

CAPITAL LTD

Set forth below is a list of each executive officer and director of SoftBank Group Capital Ltd setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

 

Name and Business Address

  

Present Principal Occupation

(principal business of employer)

  

Name and

Address of

Corporation

or Other
Organization

(if different

from address

provided

in Column 1)

Stephen Lam*, a citizen of the

United States of America

c/o SoftBank Group Corp.

Tokyo Portcity Takeshiba

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537, Japan

   General Counsel of SoftBank Group International   

Adam Westhead*, a citizen of the

United States of America

c/o SoftBank Group Corp.

Tokyo Portcity Takeshiba

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537,

Japan

   Director, Co-Head of Strategic Transactions (Legal) of SoftBank Group International   

Sarah Taylor*, a citizen of the

United States of America

c/o SoftBank Group Corp.

Tokyo Portcity Takeshiba

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537,

Japan

   Managing Partner, Global Tax, SoftBank Group International   

*   Director

     

 

 

 


APPENDIX A-3

EXECUTIVE OFFICERS AND DIRECTORS

OF

DELAWARE PROJECT 6 L.L.C.

Set forth below is a list of each executive officer and manager of Delaware Project 6 L.L.C., setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

 

Name and Business Address

  

Present Principal Occupation

(principal business of employer)

  

Name and

Address of

Corporation or

Other

Organization (if

different from
address provided in

column 1)

Stephen Lam*, a citizen of the

United States of America

c/o SoftBank Group Corp.

Tokyo Portcity Takeshiba

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537, Japan

   General Counsel of SoftBank Group International   

Hugh Manahan, a citizen of the

United States of America

c/o SoftBank Group Corp.

Tokyo Portcity Takeshiba

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537, Japan

   Director, Co-Head of Strategic Transactions (Legal) of SoftBank Group International   

Jared Roscoe, a citizen of the

United States of America

c/o SoftBank Group Corp.

Tokyo Portcity Takeshiba

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537, Japan

   Partner, Deputy General Counsel of SoftBank Group International   

Michelle A. Dreyer, a citizen of the United States of America

c/o Corporation Service Company

251 Little Falls Drive

Wilmington, DE 19808

   Managing Director, Global Restructuring and Independent Director Services   

*   Officer

     

 

 

 


APPENDIX A-4

EXECUTIVE OFFICERS AND DIRECTORS

OF

DELAWARE PROJECT 4 L.L.C.

Set forth below is a list of each executive officer and manager of Delaware Project 4 L.L.C., setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

 

Name and Business Address

  

Present Principal Occupation

(principal business of employer)

  

Name and Address of

Corporation or

Other Organization (if

different from

address provided in
column 1)

Stephen Lam*, a citizen of the

United States of America

c/o SoftBank Group Corp.

Tokyo Portcity Takeshiba

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537, Japan

   General Counsel of SoftBank Group International   

Hugh Manahan, a citizen of the

United States of America

c/o SoftBank Group Corp.

Tokyo Portcity Takeshiba

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537, Japan

   Director, Co-Head of Strategic Transactions (Legal) of SoftBank Group International   

Jared Roscoe, a citizen of the

United States of America

c/o SoftBank Group Corp.

Tokyo Portcity Takeshiba

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537, Japan

   Partner, Deputy General Counsel of SoftBank Group International   

 

*

Officer


APPENDIX A-5

EXECUTIVE OFFICERS AND DIRECTORS

OF

DELAWARE PROJECT 9 L.L.C.

Set forth below is a list of each executive officer and manager of Delaware Project 9 L.L.C., setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

 

Name and Business Address

  

Present Principal Occupation

(principal business of employer)

  

Name and Address of

Corporation or

Other Organization (if

different from

address provided in
column 1)

Stephen Lam*, a citizen of the United States of America

c/o SoftBank Group Corp.

Tokyo Portcity Takeshiba

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537, Japan

   General Counsel of SoftBank Group International   

Brendan Kelleher, a citizen of the United States of America

c/o SoftBank Group Corp.

Tokyo Portcity Takeshiba

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537, Japan

   Partner, Chief Compliance Officer of SoftBank Group International   

Jared Roscoe, a citizen of the

United States of America

c/o SoftBank Group Corp.

Tokyo Portcity Takeshiba

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537, Japan

   Partner, Deputy General Counsel of SoftBank Group International   

 

*

Officer

EX-99.29 2 d683664dex9929.htm EX-99.29 EX-99.29

Exhibit 29

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13D 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 13D and any amendments thereto, and for the completeness and accuracy of the information concerning 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 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.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of December 26, 2023.


SOFTBANK GROUP CORP.
By:   /s/ Yuko Yamamoto
Name:   Yuko Yamamoto
Title:   Head of Corporate Legal Department
SOFTBANK GROUP CAPITAL LTD
By:   /s/ Adam Westhead
Name:   Adam Westhead
Title:   Director
DELAWARE PROJECT 6 L.L.C.
By:   /s/ Hugh Manahan
Name:   Hugh Manahan
Title:   Manager
DELAWARE PROJECT 4 L.L.C.
By:   /s/ Hugh Manahan
Name:   Hugh Manahan
Title:   Manager
DELAWARE PROJECT 9 L.L.C.
By:   /s/ Brendan Kelleher
Name:   Brendan Kelleher
Title:   Manager