UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Clear Secure, Inc. |
| (Name of Issuer) |
Class A common stock, par value $0.00001 per share |
| (Title of Class of Securities) |
18467V109 |
| (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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 2 of 39 |
| 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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
15,194,012 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
15,194,012 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,194,012 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.0% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 3 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners AIV-1 A, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,908,999 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,908,999 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,908,999 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 4 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners AIV-1 B, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
8,802,939 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
8,802,939 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,802,939 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 5 of 39 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments CDA, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,391,073 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
6,391,073 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,391,073 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 6 of 39 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments III, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,391,073 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
6,391,073 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,391,073 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 7 of 39 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments IV, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,391,073 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
6,391,073 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,391,073 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 8 of 39 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments V, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,391,073 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
6,391,073 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,391,073 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 9 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (SPV) GP, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
15,194,012 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
15,194,012 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,194,012 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.0% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 10 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
15,194,012 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
15,194,012 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,194,012 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.0% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 11 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (AC), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,908,999 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,908,999 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,908,999 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 12 of 39 |
| 1 |
NAME OF REPORTING PERSON
GAPCO AIV Holdings, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,091,073 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
6,091,073 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,091,073 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 13 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners AIV (AC), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,908,999 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,908,999 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,908,999 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 14 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (AC) Collections , L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
4,881,386 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
4,881,386 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,881,386 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 15 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (AC) Collections 2, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,027,613 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,027,613 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,027,613 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 16 of 39 |
| 1 |
NAME OF REPORTING PERSON
GAPCO AIV Interholdco (AC), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
182,074 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
182,074 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,074 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 17 of 39 |
| 1 |
NAME OF REPORTING PERSON
GA AIV-1 B Interholdco, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
8,802,939 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
8,802,939 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,802,939 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 18 of 39 |
| 1 |
NAME OF REPORTING PERSON
GA AIV-1 B Interholdco (AC), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
8,802,939 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
8,802,939 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,802,939 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 19 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (Bermuda), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
300,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
300,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 20 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners 100, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
300,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
300,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 21 of 39 |
| 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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
300,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
300,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 22 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) EU, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
300,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
300,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 23 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (Lux) SCSp |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
300,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
300,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 24 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Lux) SCSp |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
300,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
300,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 25 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (Lux) S.à r.l. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
300,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
300,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 26 of 39 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (ALC), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
300,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
300,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 27 of 39 |
| ITEM 1. | (a) | Name of Issuer |
Clear Secure, Inc. (the “Company”). | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
|
65 East 55th Street, 17th Floor, New York, New York 10022. | ||
| ITEM 2. | (a) | Names of PersonS Filing |
This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”): | ||
| (i) | General Atlantic, L.P. (“GA LP”); | |
| (ii) | General Atlantic Partners AIV-1 A, L.P. (“GAP AIV-1 A”); | |
| (iii) | General Atlantic Partners AIV-1 B, L.P. (“GAP AIV-1 B”); | |
| (iv) | GAP Coinvestments CDA, L.P. (“GAPCO CDA”); | |
| (v) | GAP Coinvestments III, LLC (“GAPCO III”); | |
| (vi) | GAP Coinvestments IV, LLC (“GAPCO IV”); | |
| (vii) | GAP Coinvestments V, LLC (“GAPCO V”); | |
| (viii) | General Atlantic (SPV) GP, LLC (“GA SPV”); | |
| (ix) | General Atlantic GenPar, L.P. (“GenPar”); | |
| (x) | General Atlantic GenPar (AC), L.P. (“GenPar AC”); | |
| (xi) | GAPCO AIV Holdings, L.P. (“GAPCO AIV Holdings”) | |
| (xii) | General Atlantic Partners AIV (AC), L.P. (“GAP AIV AC”); | |
| (xiii) | General Atlantic (AC) Collections , L.P. (“GA AC Collections”); | |
| (xiv) | General Atlantic (AC) Collections 2, L.P. (“GA AC Collections 2”); | |
| (xv) | GAPCO AIV Interholdco (AC), L.P. (“GAPCO AIV Interholdco”); | |
| (xvi) | GA AIV-1 B Interholdco, L.P. (“GA AIV-1 B Interholdco”); | |
| (xvii) | GA AIV-1 B Interholdco (AC), L.P. (“GA AIV-1 B Interholdco AC”); | |
| (xviii) | General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”); | |
| (xix) | General Atlantic Partners 100, L.P. (“GAP 100”); | |
| (xx) | GAP (Bermuda) L.P. (“GAP Bermuda”); | |
| (xxi) | General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”); | |
| (xxii) | General Atlantic GenPar (Lux) SCSp (“GenPar Lux”); | |
| (xxiii) | General Atlantic Partners (Lux) SCSp (“GAP Lux”); | |
| (xxvi) | General Atlantic (Lux) S.à r.l. (“GA Lux”); and | |
| (xxv) | General Atlantic (ALC), L.P. (“GA ALC”). |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 28 of 39 |
| (b) | Address of Principal Business Office | |
|
The address of each of the Reporting Persons except GenPar Bermuda, GAP Bermuda, GAP Bermuda EU, GenPar Lux, GAP Lux and GA Lux is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The address of GenPar Bermuda, GAP Bermuda and GAP Bermuda EU is c/o Conyers Client Services Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The address of GenPar Lux, GAP Lux and GA Lux is 412F, Route d’Esch, L-2086 Luxembourg. | ||
| (c) | Citizenship | |
| (i) | GA LP – Delaware | |
| (ii) | GAP AIV-1 A – Delaware | |
| (iii) | GAP AIV-1 B – Delaware | |
| (iv) | GAPCO CDA – Delaware | |
| (v) | GAPCO III – Delaware | |
| (vi) | GAPCO IV – Delaware | |
| (vii) | GAPCO V – Delaware | |
| (viii) | GA SPV – Delaware | |
| (ix) | GenPar – Delaware | |
| (x) | GenPar AC – Delaware | |
| (xi) | GAPCO AIV Holdings – Delaware | |
| (xii) | GAP AIV AC – Delaware | |
| (xiii) | GA AC Collections – Delaware | |
| (xiv) | GA AC Collections 2 – Delaware | |
| (xv) | GAPCO AIV Interholdco – Delaware | |
| (xvi) | GA AIV-1 B Interholdco – Delaware | |
| (xvii) | GA AIV-1 B Interholdco AC – Delaware | |
| (xviii) | GenPar Bermuda – Bermuda | |
| (xix) | GAP 100 – Delaware | |
| (xx) | GAP Bermuda– Bermuda | |
| (xxi) | GAP Bermuda EU – Bermuda | |
| (xxii) | GenPar Lux – Luxembourg | |
| (xxiii) | GAP Lux – Luxembourg | |
| (xxvi) | GA Lux – Luxembourg | |
| (xxv) | GA ALC – Delaware |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 29 of 39 |
| (d) | Title of Class of Securities | |
Class A common stock, par value $0.00001 per share (the “Class A common stock”) | ||
| (e) | CUSIP Number | |
18467V109 | ||
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS: | |
| Not Applicable. | ||
| ITEM 4. |
OWNERSHIP. | |
As of December 31, 2021, the Reporting Persons owned the following number of shares of the Company’s Class A common stock: | ||
| (i) | GA LP owned of record no shares of Class A common stock or 0.0% of the issued and outstanding Class A common stock | |
| (ii) | GAP AIV-1 A owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (iii) | GAP AIV-1 B owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (iv) | GAPCO CDA owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (v) | GAPCO III owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (vi) | GAPCO IV owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (vii) | GAPCO V owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (viii) | GA SPV owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (ix) | GenPar owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (x) | GenPar AC owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (xi) | GAPCO AIV Holdings owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 30 of 39 |
| (xii) | GAP AIV AC owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (xiii) | GA AC Collections owned of record 4,881,386 shares of Class C common stock, par value $0.00001 per share, of the Company (“Class C common stock”), each convertible, together with a corresponding non-voting common unit of Alclear Holdings, LLC (an "Alclear Unit"), a subsidiary of the Company, into one Class A common share, or 6.1% of the issued and outstanding shares of Class A common stock | |
| (xiv) | GA AC Collections 2 owned of record 1,027,613 shares of Class C common stock, each convertible, together with a corresponding Alclear Unit, into one Class A common share, or 1.3% of the issued and outstanding shares of Class A common stock. | |
| (xv) | GAPCO AIV Interholdco owned of record 182,074 shares of Class A common stock or 0.2% of the issued and outstanding shares of Class A common stock | |
| (xvi) | GA AIV-1 B Interholdco owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (xvii) | GA AIV-1 B Interholdco AC owned of record 8,802,939 shares of Class A common stock or 11.0% of the issued and outstanding shares of Class A common stock | |
| (xviii) | GenPar Bermuda owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (xix) | GAP 100 owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (xx) | GAP Bermuda owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (xxi) | GAP Bermuda EU owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (xxii) | GenPar Lux owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (xxiii) | GAP Lux owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (xxvi) | GA Lux owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock | |
| (xxv) | GA ALC owned of record 300,000 shares of Class A common stock or 0.4% of the issued and outstanding shares of Class A common stock |
The following investment funds share beneficial ownership of the shares of Class A common shares held by GAPCO AIV Interholdco: GAPCO AIV Holdings, GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V. The following investment funds share beneficial ownership of the shares of Class A common shares held by GA AIV-1 B Interholdco AC: GA AIV-1 B Interholdco and GAP AIV-1 B. The following investment funds share beneficial ownership of the shares of Class A common shares held by GA ALC: GAPCO CDA, GAPCO III, GAPCO IV, GAPCO V, GAP 100, GAP Lux and GAP Bermuda. The following investment funds share beneficial ownership of the shares of Class C common stock and corresponding Alclear Units held by GA AC Collections: GAPCO AIV Interholdco, GAP AIV AC, GAPCO AIV Holdings, GAP AIV-1 A, GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V. The following investment funds share beneficial ownership of the shares of Class C common stock and corresponding Alclear Units held by GA AC Collections 2: GAPCO AIV Interholdco, GAP AIV AC, GAPCO AIV Holdings, GAP AIV-1 A, GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V. The general partner of GAP AIV AC is GenPar AC. GA SPV is the general partner of GAPCO AIV Interholdco, GA AIV-1 B Interholdco AC, GA AC Collections, GA AC Collections 2, GAPCO AIV Holdings, GenPar AC and GA ALC. The general partner of GAP Lux is GenPar Lux. The general partner of GenPar Lux is GA Lux. The limited partner of GAP Bermuda EU is GenPar Bermuda. The general partner of GenPar Bermuda is GAP Bermuda. The general partner of GAP AIV-1 A, GAP AIV-1 B, GA AIV-1 B Interholdco and GAP 100 is GenPar. The general partner of GenPar is GA LP. GA LP, which is controlled by the Management Committee of GASC MGP, LLC (the “GA Management Committee”), is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. The members of the GA Management Committee are also the members of the management committee of GAP Bermuda. The Reporting Persons are a “group” within the meaning of Rule 13d-5 of the Exchange Act. Each of the members of the GA Management Committee disclaims ownership of all such shares except to the extent that he has a pecuniary interest therein. The name, the address and the citizenship of each of the members of the GA Management Committee as of the date hereof is attached hereto as Schedule A and is hereby incorporated by reference.
Amount Beneficially Owned: By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own the shares of Class A common stock indicated on row (9) on such Reporting Person’s cover page included herein.
Percentage Owned: All calculation of percentage ownership herein are based on an aggregate of 80,177,465 shares Class A common stock outstanding, consisting of (i) 74,268,466 shares of Class A common stock reported by the Company to be outstanding as of November 11, 2021 as reflected in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 15, 2021 and (ii) 5,908,999 shares of Class A common stock issuable upon conversion of the shares of Class C common stock and corresponding Alclear Units held by GA AC Collections and GA AC Collections 2. |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 31 of 39 |
| Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of: | ||
| (i) | Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the shares of Class A common stock as indicated on such Reporting Person’s cover page included herein. | |
| (ii) | Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the shares of Class A common stock as indicated on such Reporting Person’s cover page included herein. | |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not Applicable. | |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Not Applicable. | |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
| Not Applicable. | |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
See Item 4, which states the identity of the members of the group filing this Schedule 13G. | |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not Applicable. | |
| ITEM 10. | CERTIFICATION |
| Not Applicable. |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 32 of 39 |
Exhibit Index
| Exhibit 1: | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 33 of 39 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of February 11, 2022
| GENERAL ATLANTIC, L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS AIV-1 A, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS AIV-1 B, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| 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 | |||
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 34 of 39 |
|
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 | |||
| GENERAL ATLANTIC (SPV) GP, LLC | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 35 of 39 |
| 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 GENPAR (AC), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAPCO AIV HOLDINGS, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS AIV (AC), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 36 of 39 |
|
GENERAL ATLANTIC (AC) COLLECTIONS, L.P |
||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (AC) COLLECTIONS 2, L.P | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAPCO AIV INTERHOLDCO (AC), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GA AIV-1 B INTERHOLDCO, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 37 of 39 |
| GA AIV-1 B INTERHOLDCO (AC), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| 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 | |||
| GENERAL ATLANTIC PARTNERS 100, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., 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 | |||
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 38 of 39 |
|
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 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: | Gregor Dalrymple | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC PARTNERS (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: | Gregor Dalrymple | |||
| Title: | Manager B | |||
| CUSIP No. 18467V109 | SCHEDULE 13G | Page 39 of 39 |
|
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 (ALC), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, 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 |
| Martín Escobari |
55 East 52nd Street 33rd Floor New York, New York 10055 |
Bolivia and Brazil |
| Anton J. Levy |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Sandeep Naik |
Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960 |
United States |
| Graves Tompkins |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| N. Robbert Vorhoff |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Eric Zhang |
Suite 5704-5706, 57F Two IFC, 8 Finance Street Central, Hong Kong, China |
Hong Kong SAR |
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.
Dated as of February 11, 2022
| GENERAL ATLANTIC, L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS AIV-1 A, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS AIV-1 B, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| 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 | |||
|
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 | |||
| GENERAL ATLANTIC (SPV) GP, LLC | ||||
| 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 GENPAR (AC), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAPCO AIV HOLDINGS, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS AIV (AC), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
|
GENERAL ATLANTIC (AC) COLLECTIONS, L.P |
||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (AC) COLLECTIONS 2, L.P | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAPCO AIV INTERHOLDCO (AC), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GA AIV-1 B INTERHOLDCO, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GA AIV-1 B INTERHOLDCO (AC), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| 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 | |||
| GENERAL ATLANTIC PARTNERS 100, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., 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 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 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: | Gregor Dalrymple | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC PARTNERS (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: | Gregor Dalrymple | |||
| Title: | Manager B | |||
|
GENERAL ATLANTIC (LUX) S.À R.L. |
||||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
| Name: | Gregor Dalrymple | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC (ALC), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||