M&A - GV 2016, L.P.

Form Type: SCHEDULE 13G/A

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000141588925013727

Filing Summary: On May 19, 2025, GV 2016, L.P. filed an amendment to Schedule 13G in relation to its beneficial ownership of shares in Starco Brands, Inc. This amendment reports an adjustment arising from a merger agreement dated February 14, 2023, involving the acquisition of Soylent Nutrition, Inc. The 2016 Partnership received 47,980,156 additional shares of Class A Common Stock of Starco Brands, Inc. as a post-closing adjustment, classified as the 'Second Post-Closing Adjustment,' which was executed effective May 15, 2025, with no additional consideration. The total beneficial ownership reported is 147,490,961 shares, representing an ownership percentage of 18.8%, calculated based on the issuance of additional shares following the adjustment. Each reporting entity in the partnership may be deemed to indirectly own these securities as defined by Rule 13d-3 of the Securities Exchange Act of 1934.

Form Type: SCHEDULE 13G/A

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465925012952

Filing Summary: GV 2016, L.P. has reported beneficial ownership of 99,510,805 shares of Class A Common Stock of Starco Brands, Inc. as of December 31, 2024, reflecting shares received through adjustments linked to the Soylent Merger, executed on February 15, 2023. These shares are issued under the terms of the Merger Agreement, which allows for additional shares based on conditions including a working capital adjustment and price adjustments tied to trading performance of Starco Brands. The 2016 Partnership and its affiliates, including GV 2016 GP, L.P. and Alphabet Inc., are deemed to control this ownership. The reporting states that 15.4% of the issuer's total outstanding shares are owned by these entities. The document details the structure of ownership and governance through various affiliated partnerships and companies, clarifying that the shares were not acquired for controlling influence over the issuer, and discusses provisions in the partnership and LLC agreements regarding dividend rights.