Sec Form 13D Filing - ABeeC 2.0, LLC filing for 23andMe Holding Co. (ME) - 2025-03-03

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On February 28, 2025, New Mountain informed Ms. Wojcicki that New Mountain was no longer interested in participating in a potential acquisition of the Issuer as described in the February 20 Proposal and that New Mountain would discontinue discussions with Ms. Wojcicki and the Special Committee with respect to the February 20 Proposal.

Ms. Wojcicki remains committed to completing an acquisition of the Issuer.

On March 2, 2025, Ms. Wojcicki delivered a non-binding proposal to the Special Committee, pursuant to which Ms. Wojcicki indicated that she would be willing to enter into a transaction to acquire all of the Issuer's outstanding shares of common stock not owned by her or her affiliates or any other stockholders she invites to "roll-over" their current equity shares for cash consideration of $0.41 per share of Class A Common Stock or Class B Common Stock (on an as-converted basis) (the "March 2 Proposal"). The March 2 Proposal indicated that the potential transaction would be fully financed by Ms. Wojcicki and that Ms. Wojcicki would be willing to provide financing for the Issuer's operations through the closing of the potential transaction at a 7% interest rate and a maturity after the closing of the potential transaction. The March 2 Proposal also indicated that the potential transaction, and any other corporate acts related to the potential transaction, are conditioned upon the approval of (1) the Special Committee and (2) the majority of the shares of the Issuer that are not beneficially owned by Ms. Wojcicki, her affiliates or stockholders she invites to "roll-over" their current equity shares. The March 2 Proposal indicated that the potential transaction would not be subject to any financing contingency. 

The foregoing is a summary of the March 2 Proposal and is qualified in its entirety by reference to the full text of the March 2 Proposal, a copy of which is attached hereto as Exhibit 3 and incorporated by reference herein.

The March 2 Proposal may result in one or more of the transactions, events or actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D, including without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Class A Common Stock of the Issuer and other material changes to the Issuer's busi ness or corporate structure.

There can be no assurance that the foregoing, or anything related to the March 2 Proposal, will result in any definitive agreement, transaction or any other strategic alternative and or whether or when any of the foregoing may happen. Notwithstanding anything contained herein, the Reporting Persons reserve the right to modify or withdraw the March 2 Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.

The Reporting Persons do not intend to update additional disclosures regarding the March 2 Proposal until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable U.S. securities laws. The Reporting Persons intend to engage in discussions with the Special Committee regarding the terms of the March 2 Proposal. The Reporting Persons may change the terms of the March 2 Proposal, determine to accelerate or terminate discussions with the Special Committee with respect to the March 2 Proposal, withdraw the March 2 Proposal, take any action to facilitate or increase the likelihood of consummation of the March 2 Proposal, or change their intentions with respect to any such matters, in each case at any time and without prior notice. The Reporting Persons and their affiliates will, directly or indirectly, continue to take and take such additional steps as they may deem appropriate to further the March 2 Proposal or to otherwise support their investment in the Issuer, including, without limitation: (1) engaging in discussions with advisors and other relevant parties and (2) entering into agreements, arrangements and understandings in connection with the March 2 Proposal.

Neither the March 2 Proposal nor this Amendment No. 10 is meant to be, nor should be construed as, an offer to buy or the solicitation of an offer to sell any of the Issuer's securities.

Item 5(a) of the Schedule 13D is hereby amended and restated as follows:

The LLC is the record and beneficial owner of 4,931,692 shares of Class B Common Stock, which may be converted into the same number of shares of Class A Common Stock, representing beneficial ownership of 19.5% of outstanding shares of Class A Common Stock and 69.4% of the outstanding shares of Class B Common Stock.

The Trust is the sole member of the LLC and therefore may be deemed to beneficially own the 4,931,692 shares of Class B Common Stock held by the LLC, which may be converted into the same number of shares of Class A Common Stock, representing beneficial ownership of 19.5% of the outstanding shares of Class A Common Stock and 69.4% of the outstanding shares of Class B Common Stock.

Ms. Wojcicki is the sole trustee of the Trust and the President and Chairman of the Board of AWF. Accordingly, Ms. Wojcicki may be deemed the beneficial owner of an aggregate of 5,659,700 shares of Class A Common Stock, consisting of: (a) 62,530 shares of Class A Common Stock held directly by Ms. Wojcicki, (b) 540,478 stock options held directly by Ms. Wojcicki that have vested or will vest within sixty days of the date hereof, (c) 4,931,692 shares of Class B Common Stock held by the LLC, which may be converted into the number of shares of Class A Common Stock, and (d) 125,000 shares of Class A Common Stock held by AWF, representing beneficial ownership of 21.9% of the outstanding shares of Class A Common Stock and 69.4% of the outstanding shares of Class B Common Stock; provided, however, the foregoing amounts include Ms. Wojcicki's indirect ownership of (i) 4,931,692 shares of Class B Common Stock held by the LLC and (ii) 125,000 shares of Class A Common Stock held by AWF, for which Ms. Wojcicki disclaims beneficial ownership except to the extent of her pecuniary interest therein.

The calculation of the Class A Common Stock beneficial ownership percentages in this Item 5 are based upon (a) 20,343,459 shares of Class A Common Stock outstanding as of February 28, 2025, as provided by the Issuer, and (b) any shares of Class A Common Stock issuable upon the conversion, exercise and/or vesting of Class B Common Stock, stock options, restricted stock units or other convertible securities held by each Reporting Person (including any such securities that have vested or will vest within sixty days of the date hereof), as applicable. The calculation of the Class B Common Stock beneficial ownership percentages are based upon 7,105,086 shares of Class B Common Stock outstanding as of February 28, 2025, as provided by the Issuer.

By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Exchange Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the securities of the Issuer beneficially owned by members of the group as a whole. The filing of this Statement on Schedule 13D shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

Item 5(b) of the Schedule 13D is hereby amended and restated as follows:

The LLC, the Trust (as the sole member of the LLC), and Ms. Wojcicki (as the sole trustee of the Trust) have shared power to vote and dispose, or direct the disposition, of 4,931,692 shares of the Class B Common Stock held by the LLC. Additionally, the LLC is manager-managed and the manager from time to time may exercise voting power with respect to the shares of Class B Common Stock held by the LLC.

Ms. Wojcicki, as the President and Chairman of the Board of AWF, has shared power to vote and dispose, or direct the disposition, of 125,000 shares of Class A Common Stock held by AWF. AWF is a 501(c)(3) non-profit organization; its address is 171 Main Street, Suite 259, Los Altos, California 94022. During the last five years, AWF has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, AWF has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been and is not, as a result of such proceeding, 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.

Ms. Wojcicki has sole power to vote and dispose, or direct the disposition, of the securities reported herein as directly held by her.

Item 5(c) of the Schedule 13D is hereby amended and restated as follows:

There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons, except as described in this Schedule 13D.

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

The information set forth in Item 4 of this Schedule 13D is incorporated into this Item 6 by reference.

Exhibit 3 - Nonbinding Proposal Letter delivered to the Special Committee of the Board of Directors of the Issuer, dated as of March 2, 2025.