SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Starco Brands,
Inc.
(Name of Issuer)
Class A Common
Stock
(Title of Class of Securities)
85526F201
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
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¨ |
Rule 13d-1(b) |
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|
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x |
Rule 13d-1(c) |
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¨ |
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).
(Continued on following pages)
Page 1 of 18 Pages
Exhibit Index Contained on Page 16
| CUSIP NO. 85526F201 |
13 G |
Page 2 of 18 |
| 1 |
NAME OF REPORTING PERSONS
a16z Seed-III, LLC (“Seed III”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 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
208,658 shares are held of record by Seed III, whose members are Andreessen Horowitz Fund III, L.P. (“AH III”), Andreessen Horowitz Fund III-A, L.P. (“AH III-A”), Andreessen Horowitz Fund III-B, L.P. (“AH III-B”) and Andreessen Horowitz Fund III-Q, L.P. (“AH III-Q”), except that AH Equity Partners III, L.L.C. (“AH Equity III”), the general partner of AH III, AH III-A, AH III-B and AH III-Q, may be deemed to have sole power to vote these shares, and Marc Andreessen (“Andreessen”) and Benjamin Horowitz (“Horowitz”), the managing members of AH Equity III, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. |
| 7 |
SOLE DISPOSITIVE POWER
208,658 shares are held of record by Seed III, whose members are AH III, AH III-A, AH III-B and AH III-Q, except that AH Equity III, the general partner of AH III, AH III-A, AH III-B and AH III-Q, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares. |
| 8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
208,658 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.0%1 |
| 12 |
TYPE OF REPORTING PERSON |
OO |
1 Based on 647,431,696
shares of the Issuer’s Class A Common Stock outstanding as of August 14, 2024, as reported by the Issuer in its Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2024.
| CUSIP NO. 85526F201 |
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Page 3 of 18 |
| 1 |
NAME OF REPORTING PERSONS
Andreessen Horowitz Fund III, L.P. (“AH III”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 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
4,066,364 shares, for itself and as nominee for AH III-A, AH III-B and AH III-Q, except that AH Equity III, the general
partner of AH III, AH III-A, AH III-B and AH III-Q, may be deemed to have sole power to vote these shares, and Andreessen and
Horowitz, the managing members of AH Equity III, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. |
| 7 |
SOLE DISPOSITIVE POWER
4,066,364 shares, for itself and as nominee for AH III-A, AH III-B and AH III-Q, except that AH Equity III, the general partner of AH III, AH III-A, AH III-B and AH III-Q, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares. |
| 8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,066,364 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.6%1 |
| 12 |
TYPE OF REPORTING PERSON |
PN |
1 Based on 647,431,696
shares of the Issuer’s Class A Common Stock outstanding as of August 14, 2024, as reported by the Issuer in its Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2024.
| CUSIP NO. 85526F201 |
13 G |
Page 4 of 18 |
| 1 |
NAME OF REPORTING PERSONS
AH Equity Partners III, L.L.C. (“AH Equity III”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 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
4,275,022 shares, of which (a) 208,658 shares are held of record by Seed III, whose members are AH III, AH III-A, AH III-B and AH III-Q and (b) 4,066,364 shares are held of record by AH III, for itself and as nominee for AH III-A, AH III-B and AH III-Q. AH Equity III, the general partner of each of AH III, AH III-A, AH III-B and AH III-Q, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. |
| 7 |
SOLE DISPOSITIVE POWER
4,275,022 shares, of which (a) 208,658 shares are held of record by Seed III, whose members are AH III, AH III-A, AH III-B and AH III-Q and (b) 4,066,364 shares are held of record by AH III for itself and as nominee for AH III-A, AH III-B and AH III-Q. AH Equity III, the general partner of each of AH III, AH III-A, AH III-B and AH III-Q, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares. |
| 8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,275,022 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.7%1 |
| 12 |
TYPE OF REPORTING PERSON |
OO |
1 Based on 647,431,696
shares of the Issuer’s Class A Common Stock outstanding as of August 14, 2024, as reported by the Issuer in its Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2024.
| CUSIP NO. 85526F201 |
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Page 5 of 18 |
| 1 |
NAME OF REPORTING PERSONS
Andreessen Horowitz Fund IV, L.P. (“AH IV”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 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
80,041,025 shares, for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P. (“AH IV-A”), Andreessen Horowitz Fund IV-B, L.P. (“AH IV-B”) and Andreessen Horowitz Fund IV-Q, L.P. (“AH IV-Q”), except that AH Equity Partners IV, L.L.C. (“AH Equity IV”), the general partner of AH IV, AH IV-A, AH IV-B and AH IV-Q, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity IV, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. |
| 7 |
SOLE DISPOSITIVE POWER
80,041,025 shares, for itself and as nominee for AH IV-A, AH IV-B and AH IV-Q, except that AH Equity IV, the general partner of AH IV, AH IV-A, AH IV-B and AH IV-Q, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity IV, may be deemed to have shared power to dispose of these shares. |
| 8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
80,041,025 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
12.4%1 |
| 12 |
TYPE OF REPORTING PERSON |
PN |
1 Based on 647,431,696
shares of the Issuer’s Class A Common Stock outstanding as of August 14, 2024, as reported by the Issuer in its Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2024.
| CUSIP NO. 85526F201 |
13 G |
Page 6 of 18 |
| 1 |
NAME OF REPORTING PERSONS
AH Equity Partners IV, L.L.C. (“AH Equity IV”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 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
80,041,025 shares, all of which are held of record by AH IV, for itself and as nominee for AH IV-A, AH IV-B and AH IV-Q. AH Equity IV, the general partner of AH IV, AH IV-A, AH IV-B and AH IV-Q may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity IV, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. |
| 7 |
SOLE DISPOSITIVE POWER
80,041,025 shares, all of which are held of record by AH IV, for itself and as nominee for AH IV-A, AH IV-B and AH IV-Q. AH Equity IV, the general partner of AH IV, AH IV-A, AH IV-B and AH IV-Q may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity IV, may be deemed to have shared power to dispose of these shares. |
| 8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
80,041,025 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
12.4%1 |
| 12 |
TYPE OF REPORTING PERSON |
OO |
1 Based on 647,431,696
shares of the Issuer’s Class A Common Stock outstanding as of August 14, 2024, as reported by the Issuer in its Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2024.
| CUSIP NO. 85526F201 |
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Page 7 of 18 |
| 1 |
NAME OF REPORTING PERSONS
AH Parallel Fund IV, L.P. (“AH Parallel IV”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 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
15,416,323 shares, for itself and as nominee for AH Parallel Fund IV-A, L.P. (“AH Parallel IV-A”), AH Parallel Fund IV-B, L.P. (“AH Parallel IV-B”) and AH Parallel Fund IV-Q, L.P. (“AH Parallel IV-Q”), except that AH Equity Partners IV (Parallel), L.L.C. (“AH Equity Parallel IV”), the general partner of AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel IV, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. |
| 7 |
SOLE DISPOSITIVE POWER
15,416,323 shares, for itself and as nominee for AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q, except that AH Equity Parallel IV, the general partner of AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel IV, may be deemed to have shared power to dispose of these shares. |
| 8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
15,416,323 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
2.4%1 |
| 12 |
TYPE OF REPORTING PERSON |
PN |
1 Based on 647,431,696
shares of the Issuer’s Class A Common Stock outstanding as of August 14, 2024, as reported by the Issuer in its Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2024.
| CUSIP NO. 85526F201 |
13 G |
Page 8 of 18 |
| 1 |
NAME OF REPORTING PERSONS
AH Equity Partners IV (Parallel), L.L.C. (“AH Equity Parallel IV”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 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
15,416,323 shares, all of which are held of record by AH Parallel IV, for itself and as nominee for AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q. AH Equity Parallel IV, the general partner of AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel IV, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. |
| 7 |
SOLE DISPOSITIVE POWER
15,416,323 shares, all of which are held of record by AH Parallel IV, for itself and as nominee for AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q. AH Equity Parallel IV, the general partner of AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel IV, may be deemed to have shared power to dispose of these shares. |
| 8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
15,416,323 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
2.4%1 |
| 12 |
TYPE OF REPORTING PERSON |
OO |
1 Based on 647,431,696
shares of the Issuer’s Class A Common Stock outstanding as of August 14, 2024, as reported by the Issuer in its Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2024.
| CUSIP NO. 85526F201 |
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Page 9 of 18 |
| 1 |
NAME OF REPORTING PERSONS
Marc Andreessen (“Andreessen”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 shares. |
| 6 |
SHARED VOTING POWER
99,732,370 shares, of which (a) 208,658 shares are held of record by Seed III, whose members are AH III, AH III-A, AH III-B and AH III-Q, (b) 4,066,364 shares are held of record by AH III, for itself and as nominee for AH III-A, AH III-B and AH III-Q, (c) 80,041,025 shares are held of record by AH IV, for itself and as nominee for AH IV-A, AH IV-B and AH IV-Q, and (d) 15,416,323 shares are held of record by AH Parallel IV, for itself and as nominee for AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q. Andreessen is (i) a managing member of AH Equity III, the general partner of each of AH III, AH III-A, AH III-B and AH III-Q, (ii) a managing member of AH Equity IV, the general partner of each of AH IV, AH IV-A, AH IV-B and AH IV-Q and (iii) a managing member of AH Equity Parallel IV, the general partner of each of AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q and may be deemed to have shared power to vote these shares. |
| 7 |
SOLE DISPOSITIVE POWER
0 shares. |
| 8 |
SHARED DISPOSITIVE POWER
99,732,370 shares, of which (a) 208,658 shares are held of record by Seed III, whose members are AH III, AH III-A, AH III-B and AH III-Q, (b) 4,066,364 shares are held of record by AH III, for itself and as nominee for AH III-A, AH III-B and AH III-Q, (c) 80,041,025 shares are held of record by AH IV, for itself and as nominee for AH IV-A, AH IV-B and AH IV-Q, and (d) 15,416,323 shares are held of record by AH Parallel IV, for itself and as nominee for AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q. Andreessen is (i) a managing member of AH Equity III, the general partner of each of AH III, AH III-A, AH III-B and AH III-Q, (ii) a managing member of AH Equity IV, the general partner of each of AH IV, AH IV-A, AH IV-B and AH IV-Q, and (iii) a managing member of AH Equity Parallel IV, the general partner of each of AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q, and may be deemed to have shared power to dispose of these shares. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
99,732,370 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
15.4%1 |
| 12 |
TYPE OF REPORTING PERSON |
IN |
1 Based on 647,431,696
shares of the Issuer’s Class A Common Stock outstanding as of August 14, 2024, as reported by the Issuer in its Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2024.
| CUSIP NO. 85526F201 |
13 G |
Page 10 of 18 |
| 1 |
NAME OF REPORTING PERSONS
Benjamin Horowitz (“Horowitz”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 shares. |
| 6 |
SHARED VOTING POWER
99,732,370 shares, of which (a) 208,658 shares are held of record by Seed III, whose members are AH III, AH III-A, AH III-B and AH III-Q, (b) 4,066,364 shares are held of record by AH III, for itself and as nominee for AH III-A, AH III-B and AH III-Q, (c) 80,041,025 shares are held of record by AH IV, for itself and as nominee for AH IV-A, AH IV-B and AH IV-Q, and (d) 15,416,323 shares are held of record by AH Parallel IV, for itself and as nominee for AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q. Horowitz is (i) a managing member of AH Equity III, the general partner of each of AH III, AH III-A, AH III-B and AH III-Q, (ii) a managing member of AH Equity IV, the general partner of each of AH IV, AH IV-A, AH IV-B and AH IV-Q, and (iii) a managing member of AH Equity Parallel IV, the general partner of each of AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q, and may be deemed to have shared power to vote these shares. |
| 7 |
SOLE DISPOSITIVE POWER
0 shares. |
| 8 |
SHARED DISPOSITIVE POWER
99,732,370 shares, of which (a) 208,658 shares are held of record by Seed III, whose members are AH III, AH III-A, AH III-B and AH III-Q, (b) 4,066,364 shares are held of record by AH III, for itself and as nominee for AH III-A, AH III-B and AH III-Q, (c) 80,041,025 shares are held of record by AH IV, for itself and as nominee for AH IV-A, AH IV-B and AH IV-Q, and (d) 15,416,323 shares are held of record by AH Parallel IV, for itself and as nominee for AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q. Horowitz is (i) a managing member of AH Equity III, the general partner of each of AH III, AH III-A, AH III-B and AH III-Q, (ii) a managing member of AH Equity IV, the general partner of each of AH IV, AH IV-A, AH IV-B and AH IV-Q, and (iii) a managing member of AH Equity Parallel IV, the general partner of each of AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q, and may be deemed to have shared power to dispose of these shares. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
99,732,370 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
15.4%1 |
| 12 |
TYPE OF REPORTING PERSON |
IN |
1 Based on 647,431,696
shares of the Issuer’s Class A Common Stock outstanding as of August 14, 2024, as reported by the Issuer in its Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2024.
| CUSIP NO. 85526F201 |
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Page 11 of 18 |
| ITEM 1(A). |
NAME OF ISSUER |
Starco Brands, Inc. (the “Issuer”)
| ITEM 1(B). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
706 N. Citrus Avenue
Los Angeles, CA 90038
| ITEM 2(A). |
NAME OF PERSONS FILING |
This Amendment No. 1 to Schedule 13G is filed by a16z Seed-III,
LLC, a Delaware limited liability company (“Seed III”), Andreessen Horowitz Fund III, L.P., a Delaware limited partnership
(“AH III”), for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., a Delaware limited partnership (“AH
III-A”), Andreessen Horowitz Fund III-B, L.P., a Delaware limited partnership (“AH III-B”), and Andreessen Horowitz
Fund III-Q, L.P., a Delaware limited partnership (“AH III-Q”), AH Equity Partners III, L.L.C., a Delaware limited liability
company (“AH Equity III”), Andreessen Horowitz Fund IV, L.P., a Delaware limited partnership (“AH IV”), for itself
and as nominee for Andreessen Horowitz Fund IV-A, L.P., a Delaware limited partnership (“AH IV-A”), Andreessen Horowitz Fund
IV-B, L.P., a Delaware limited partnership (“AH IV-B”) and Andreessen Horowitz Fund IV-Q, L.P., a Delaware limited partnership
(“AH IV-Q”), AH Equity Partners IV, L.L.C., a Delaware limited liability company (“AH Equity IV”), AH Parallel
Fund IV, L.P., a Delaware limited partnership (“AH Parallel IV”), for itself and as nominee for AH Parallel Fund IV-A, L.P.,
a Delaware limited partnership (“AH Parallel IV-A”), AH Parallel Fund IV-B, L.P., a Delaware limited partnership (“AH
Parallel IV-B”) and AH Parallel Fund IV-Q, L.P., a Delaware limited partnership (“AH Parallel IV-Q”), AH Equity Partners
IV (Parallel), L.L.C., a Delaware limited liability company (“AH Equity Parallel IV”), Marc Andreessen (“Andreessen”)
and Benjamin Horowitz (“Horowitz”). The foregoing entities and individuals are collectively referred to herein as the “Reporting
Persons.”
AH Equity III is the general partner of AH III, AH III-A, AH
III-B, and AH III-Q, who are the members of Seed III, and may be deemed to have sole power to vote and sole power to dispose of shares
of the Issuer held of record by Seed III and by AH III for itself and as nominee for AH III-A, AH III-B and AH III-Q. Andreessen and Horowitz
are managing members of AH Equity III and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer
held of record by Seed III and by AH III for itself and as nominee.
AH Equity IV is the general partner of AH IV, AH IV-A, AH IV-B,
and AH IV-Q, and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer held of record by AH IV for
itself and as nominee for AH IV-A, AH IV-B and AH IV-Q. Andreessen and Horowitz are managing members of AH Equity IV and may be deemed
to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH IV for itself and as nominee.
AH Equity Parallel IV is the general partner of AH Parallel
IV, AH Parallel IV-A, AH Parallel IV-B, and AH Parallel IV-Q, and may be deemed to have sole power to vote and sole power to dispose of
shares of the Issuer held of record by AH Parallel IV for itself and as nominee for AH Parallel IV-A, AH Parallel IV-B and AH Parallel
IV-Q. Andreessen and Horowitz are managing members of AH Equity Parallel IV and may be deemed to have shared power to vote and shared
power to dispose of shares of the Issuer held of record by AH Parallel IV for itself and as nominee.
| ITEM 2(B). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each of the Reporting Persons is:
Andreessen Horowitz
2865 Sand Hill Road, Suite 101
Menlo Park, California 94025
| CUSIP NO. 85526F201 |
13 G |
Page 12 of 18 |
See Row 4 of cover page for each Reporting Person.
| ITEM 2(D) |
TITLE OF CLASS OF SECURITIES
Class A Common Stock, $0.001 par value per share. |
85526F201
| ITEM 4. |
OWNERSHIP
The following information with respect to the beneficial ownership of the Class A Common Stock of the Issuer by the Reporting Persons is provided as of September 30, 2024. |
| (a) |
Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. |
| (b) |
Percent of Class:
See Row 11 of cover page for each Reporting Person. |
| (c) |
Number of shares as to which such person has: |
| (i) |
Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. |
| (ii) |
Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. |
| (iii) |
Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. |
| (iv) |
Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. |
| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable. |
| CUSIP NO. 85526F201 |
13 G |
Page 13 of 18 |
| ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited partnership agreements of each of AH III, AH IV and AH Parallel IV and the limited liability company agreements of Seed III, AH Equity III, AH Equity IV and AH Equity Parallel IV, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or a member, as the case may be. |
| 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.
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| CUSIP NO. 85526F201 |
13 G |
Page 14 of 18 |
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.
Date: November 13, 2024
| a16z Seed-III, LLC |
| |
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| Andreessen Horowitz Fund III, L.P. |
| for itself and as nominee for |
| Andreessen Horowitz Fund III-A, L.P. |
| Andreessen Horowitz Fund III-B, L.P. |
| Andreessen Horowitz Fund III-Q, L.P. |
| By: AH Equity Partners III, L.L.C. |
|
| Its: General Partner |
|
| |
|
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| AH Equity Partners III, L.L.C. |
|
| |
|
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| Andreessen Horowitz Fund IV, L.P. |
|
| for itself and as nominee for |
|
| Andreessen Horowitz Fund IV-A, L.P. |
|
| Andreessen Horowitz Fund IV-B, L.P. |
|
| Andreessen Horowitz Fund IV-Q, L.P. |
|
| |
|
| By: AH Equity Partners IV, L.L.C. |
|
| Its: General Partner |
|
| |
|
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| AH Equity Partners IV, L.L.C. |
|
| |
|
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| CUSIP NO. 85526F201 |
13 G |
Page 15 of 18 |
| AH Parallel Fund IV, L.P. |
|
| for itself and as nominee for |
|
| AH Parallel Fund IV-A, L.P. |
|
| AH Parallel Fund IV-B, L.P. |
|
| AH Parallel Fund IV-Q, L.P. |
|
| |
|
| By: AH Equity Partners IV (Parallel), L.L.C. |
|
| Its: General Partner |
|
| |
|
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| AH Equity Partners IV (Parallel), L.L.C. |
|
| |
|
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| Marc Andreessen |
|
| |
|
| /s/ Phil Hathaway |
|
| Phil Hathaway, Attorney-in-fact for Marc Andreessen* |
|
| Benjamin Horowitz |
|
| |
|
| /s/ Phil Hathaway |
|
| Phil Hathaway, Attorney-in-fact for Benjamin Horowitz* |
|
*Signed pursuant to a Power of Attorney already on file with the Securities
and Exchange Commission.
| CUSIP NO. 85526F201 |
13 G |
Page 16 of 18 |
EXHIBIT INDEX
| CUSIP NO. 85526F201 |
13 G |
Page 17 of 18 |
exhibit
A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule
13G (or any amendment thereto) relating to the Class A Common Stock of Starco Brands, Inc. shall be filed on behalf of each of the undersigned
and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: November 13, 2024
| a16z Seed-III, LLC |
|
| |
|
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| Andreessen Horowitz Fund III, L.P. |
| for itself and as nominee for |
| Andreessen Horowitz Fund III-A, L.P. |
| Andreessen Horowitz Fund III-B, L.P. |
| Andreessen Horowitz Fund III-Q, L.P. |
| By: AH Equity Partners III, L.L.C. |
|
| Its: General Partner |
|
| |
|
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| AH Equity Partners III, L.L.C. |
|
| |
|
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| Andreessen Horowitz Fund IV, L.P. |
|
| for itself and as nominee for |
|
| Andreessen Horowitz Fund IV-A, L.P. |
|
| Andreessen Horowitz Fund IV-B, L.P. |
|
| Andreessen Horowitz Fund IV-Q, L.P. |
|
| |
|
| By: AH Equity Partners IV, L.L.C. |
|
| Its: General Partner |
|
| |
|
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| AH Equity Partners IV, L.L.C. |
|
| |
|
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| CUSIP NO. 85526F201 |
13 G |
Page 18 of 18 |
| AH Parallel Fund IV, L.P. |
|
| for itself and as nominee for |
|
| AH Parallel Fund IV-A, L.P. |
|
| AH Parallel Fund IV-B, L.P. |
|
| AH Parallel Fund IV-Q, L.P. |
|
| |
|
| By: AH Equity Partners IV (Parallel), L.L.C. |
|
| Its: General Partner |
|
| |
|
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| AH Equity Partners IV (Parallel), L.L.C. |
|
| |
|
| By: |
/s/ Phil Hathaway |
|
| |
Phil Hathaway, Chief Operating Officer |
|
| Marc Andreessen |
|
| |
|
| /s/ Phil Hathaway |
|
| Phil Hathaway, Attorney-in-fact for Marc Andreessen* |
|
| Benjamin Horowitz |
|
| |
|
| /s/ Phil Hathaway |
|
| Phil Hathaway, Attorney-in-fact for Benjamin Horowitz* |
|
*Signed pursuant to a Power of Attorney already on file with the Securities
and Exchange Commission.
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