|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Couchbase, Inc. (Name of Issuer) |
Common Stock, $0.00001 par value per share (Title of Class of Securities) |
22207T101 (CUSIP Number) |
Della P. Richardson 405 Colorado Street, Suite 1600 Austin, TX, 78701 512-987-7314 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/24/2025 (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 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).
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Haveli Investments, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Haveli Cascade Aggregator, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Haveli Cascade Aggregator GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Cascade Parent Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Cascade Holdings I Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Cascade Intermediate II, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Cascade Intermediate I, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Cascade Ultimate Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Cascade Ultimate Holdings GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Haveli Investments Software Fund I GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Haveli Software Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Haveli Investment Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Whanau Interests LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 22207T101 |
| 1 |
Name of reporting person
Brian N. Sheth | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.00001 par value per share | |
| (b) | Name of Issuer:
Couchbase, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3155 Olsen Drive, San Jose,
CALIFORNIA
, 95117. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D ("Amendment No. 3") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on March 27, 2025 (as amended to date, the "Schedule 13D"), relating to the common stock, $0.00001 par value per share (the "Common Stock"), of Couchbase, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This Schedule 13D is filed on behalf of:
Haveli Cascade Aggregator, L.P. ("Cascade Aggregator")
Haveli Cascade Aggregator GP LLC ("Cascade Aggregator GP")
Cascade Parent Inc. ("Parent")
Cascade Holdings I Inc. ("Holdings I")
Cascade Intermediate II, Inc. ("Intermediate II")
Cascade Intermediate I, Inc. ("Intermediate I")
Cascade Ultimate Holdings, L.P. ("Ultimate Holdings")
Cascade Ultimate Holdings GP LLC ("Ultimate Holdings GP")
Haveli Investments Software Fund I GP, LLC ("Software Fund I GP")
Haveli Software Management LLC ("Software Management")
Haveli Investment Management LLC ("Investment Management")
Haveli Investments, L.P. ("Investments")
Whanau Interests LLC ("Whanau")
Brian N. Sheth
The name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of the Reporting Person is listed on Annex A hereto. | |
| (b) | The principal office and business address of each of the Reporting Persons is 405 Colorado Street, Suite 1600, Austin, Texas 78701. | |
| (c) | The principal business of Mr. Sheth is serving as the Chief Investment Officer of Haveli Investments, L.P. and serving as a managing member, general partner, officer and/or director of certain affiliated entities. The principal business of Software Management is providing investment advice. The principal business of Cascade Aggregator is investing in securities of the Issuer. The principal business of each of the remaining Reporting Persons is serving as the general partner, managing member, sole shareholder or similar entity of related entities. | |
| (d) | During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, without independent verification, any of the persons listed on Annex A hereto has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, without independent verification, any of the persons listed on Annex A hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. | |
| (f) | Mr. Sheth is a citizen of the United States. Each of the remaining Reporting Persons is organized under the laws of the State of Delaware. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information contained in Item 4 is incorporated by reference into this Item 3.
On the Closing Date (as defined below), as a result of the consummation of the Merger, at the Effective Time, the Issuer became a direct wholly owned subsidiary of Parent.
The aggregate consideration in the Merger was approximately $1.5 billion. The source of the funds for the consideration paid by Parent (an affiliate of Investments) in the Merger was a combination of (i) equity contributions from investment funds associated with Investments and (ii) net cash proceeds from (1) the Credit Agreement, by and among Intermediate II, Parent, Apollo Administrative Agency LLC (as the administrative agent and as the collateral agent), and the lenders party thereto and (2) the Credit Agreement among Holdings I, Parent, Apollo Administrative Agency LLC (as the administrative agent and as the collateral agent), and the lenders party thereto. The aforementioned equity contributions and borrowings were made specifically to finance the acquisition of the Issuer's outstanding shares in the transaction. | ||
| Item 4. | Purpose of Transaction | |
Consummation of the Merger
The Reporting Person acquired the shares of the Issuer as part of a transaction to acquire and take the Issuer private. On September 24, 2025 (the "Closing Date"), pursuant to the previously disclosed Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent. At the Effective Time, each issued and outstanding share of Common Stock (subject to certain exceptions in the Merger Agreement, including the shares of Common Stock previously held by Cascade Aggregator, which were contributed to Parent prior to the Closing Date and cancelled at the Effective Time) automatically converted into the right to receive cash in an amount equal to $24.50, without interest and subject to applicable withholding taxes. As a result of the consummation of the Merger, the Reporting Persons collectively are the beneficial owners of all of the outstanding shares of Common Stock of the Issuer following the Merger.
Following the consummation of the Merger, trading of the Common Stock on the Nasdaq Global Select Market ("Nasdaq") was suspended prior to the opening of trading on the Closing Date. On the Closing Date, the Issuer requested that Nasdaq file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of the Common Stock from Nasdaq and the deregistration of the Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The delisting of the Common Stock from Nasdaq will be effective 10 days after the filing of the Form 25. Following the effectiveness of the Form 25, the Issuer intends to file with the SEC a certification and notice of termination on Form 15 to terminate the registration of the Common Stock under Section 12(g) of the Exchange Act and suspend reporting obligations under Section 13 and Section 15(d) of the Exchange Act with respect to the Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages is incorporated by reference into this Item 5.
Parent is the record holder of the shares reported herein. Mr. Sheth is the managing member of Whanau, which is the general partner of Investments, which is the sole member of Investment Management, which is the sole member of Software Management, which is the investment adviser to Software Fund I GP, which is the sole member of Ultimate Holdings GP, which is the general partner of Ultimate Holdings, which is the sole shareholder of Intermediate I, which is the sole shareholder of Intermediate II, which is the sole shareholder of Holdings I, which is the sole shareholder of Parent. As a result of these relationships, each of the foregoing may be deemed to share beneficial ownership of the securities held of record by Parent. | |
| (b) | The information contained on the cover pages is incorporated by reference into this Item 5. | |
| (c) | Other than as described in Item 4, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days. | |
| (d) | To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified above in this Item 5. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 3: Joint Filing Agreement. | ||
| SIGNATURE | |
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.
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Annex A
The name and principal occupation of each director and executive officer of the Reporting Persons, as applicable, are set forth below. The address for each person listed below is c/o Haveli Investments, L.P., 405 Colorado Street, Suite 1600, Austin, TX 78701. All executive officers and directors listed are United States citizens.
Cascade Parent Inc., Cascade Holdings I Inc. and Cascade Intermediate II, Inc.
| Name | Director/Executive Officer | Present Principal Occupation and Employment | ||
| Brian N. Sheth | Director and Executive Officer | Chief Investment Officer of Haveli Investments, L.P. | ||
| Sumit Pande | Director and Executive Officer | Senior Managing Director of Haveli Investments, L.P. | ||
| Amir Jafari | Executive Officer | Chief Financial Officer of Couchbase, Inc. | ||
| Afaf Ibraheem Warren | Executive Officer | Principal of Haveli Investments, L.P. | ||
| Nora Turek Cappellini | Executive Officer | Chief Financial Officer of Haveli Investments, L.P. | ||
| Della P. Richardson | Executive Officer | Chief Compliance Officer and Deputy General Counsel of Haveli Investments, L.P. |
Cascade Intermediate I, Inc., Haveli Cascade Aggregator GP LLC and Cascade Ultimate Holdings GP LLC
| Name | Director/Executive Officer | Present Principal Occupation and Employment | ||
| Brian N. Sheth | Director and Executive Officer | Chief Investment Officer of Haveli Investments, L.P. | ||
| Sumit Pande | Director and Executive Officer | Senior Managing Director of Haveli Investments, L.P. | ||
| Afaf Ibraheem Warren | Executive Officer | Principal of Haveli Investments, L.P. | ||
| Nora Turek Cappellini | Executive Officer | Chief Financial Officer of Haveli Investments, L.P. | ||
| Della P. Richardson | Executive Officer | Chief Compliance Officer and Deputy General Counsel of Haveli Investments, L.P. |
Haveli Software Management LLC
| Name | Director/Executive Officer | Present Principal Occupation and Employment | ||
| Brian N. Sheth | Manager | Chief Investment Officer of Haveli Investments, L.P. | ||
| Ian Loring | Executive Officer | Senior Managing Director and Executive Chair of Haveli Investments, L.P. | ||
| Sumit Pande | Executive Officer | Senior Managing Director of Haveli Investments, L.P. | ||
| Ira Cohen | Executive Officer | Senior Managing Director of Haveli Investments, L.P. | ||
| Jason Mathews | Executive Officer | Chief Operating Officer of Haveli Investments, L.P. | ||
| Nora Turek Cappellini | Executive Officer | Chief Financial Officer of Haveli Investments, L.P. | ||
| Della P. Richardson | Executive Officer | Chief Compliance Officer and Deputy General Counsel of Haveli Investments, L.P. |
Haveli Investment Management LLC
| Name | Director/Executive Officer | Present Principal Occupation and Employment | ||
| Brian N. Sheth | Manager and Executive Officer | Chief Investment Officer of Haveli Investments, L.P. | ||
| Ira Cohen | Executive Officer | Senior Managing Director of Haveli Investments, L.P. | ||
| Jason Mathews | Executive Officer | Chief Operating Officer of Haveli Investments, L.P. | ||
| Nora Turek Cappellini | Executive Officer | Chief Financial Officer of Haveli Investments, L.P. | ||
| Della P. Richardson | Executive Officer | Chief Compliance Officer and Deputy General Counsel of Haveli Investments, L.P. |
Haveli Investments, L.P.
| Name | Director/Executive Officer | Present Principal Occupation and Employment | ||
| Brian N. Sheth | Manager and Executive Officer | Chief Investment Officer of Haveli Investments, L.P. | ||
| Ian Loring | Executive Officer | Senior Managing Director and Executive Chair of Haveli Investments, L.P. | ||
| Sumit Pande | Executive Officer | Senior Managing Director of Haveli Investments, L.P. | ||
| Ira Cohen | Executive Officer | Senior Managing Director of Haveli Investments, L.P. | ||
| Ophir Lupu | Executive Officer | Senior Managing Director of Haveli Investments, L.P. | ||
| Jason Mathews | Executive Officer | Chief Operating Officer of Haveli Investments, L.P. | ||
| Nora Turek Cappellini | Executive Officer | Chief Financial Officer of Haveli Investments, L.P. | ||
| Della P. Richardson | Executive Officer | Chief Compliance Officer and Deputy General Counsel of Haveli Investments, L.P. |
Whanau Interests LLC
| Name | Director/Executive Officer | Present Principal Occupation and Employment | ||
| Brian N. Sheth | Managing Member | Chief Investment Officer of Haveli Investments, L.P. |
Exhibit 3
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 25th day of September 2025.
| Haveli Investments, L.P. | ||
| By: Whanau Interests LLC, its General Partner | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |
| Title: | Managing Member | |
| Haveli Cascade Aggregator, L.P. | ||
| By: Haveli Cascade Aggregator GP LLC, its General Partner | ||
| By: Haveli Investments Software Fund I GP, LLC, its Sole Member | ||
| By: Whanau Interests LLC, its Sole Member | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |
| Title: | Managing Member | |
| Haveli Cascade Aggregator GP LLC | ||
| By: Haveli Investments Software Fund I GP, LLC, its Sole Member | ||
| By: Whanau Interests LLC, its Sole Member | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |
| Title: | Managing Member | |
| Cascade Parent Inc. | ||
| By: Cascade Holdings I Inc., its Sole Shareholder | ||
| By: Cascade Intermediate II, Inc., its Sole Shareholder | ||
| By: Cascade Intermediate I, Inc., its Sole Shareholder | ||
| By: Cascade Ultimate Holdings, L.P., its Sole Shareholder | ||
| By: Cascade Ultimate Holdings GP LLC, its General Partner | ||
| By: Haveli Investments Software Fund I GP, LLC, its Sole Member | ||
| By: Whanau Interests LLC, its Sole Member | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |
| Title: | Managing Member | |
| Cascade Holdings I Inc. | ||
| By: Cascade Intermediate II, Inc., its Sole Shareholder | ||
| By: Cascade Intermediate I, Inc., its Sole Shareholder | ||
| By: Cascade Ultimate Holdings, L.P., its Sole Shareholder | ||
| By: Cascade Ultimate Holdings GP LLC, its General Partner | ||
| By: Haveli Investments Software Fund I GP, LLC, its Sole Member | ||
| By: Whanau Interests LLC, its Sole Member | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |
| Title: | Managing Member | |
| Cascade Intermediate II, Inc. | ||
| By: Cascade Intermediate I, Inc., its Sole Shareholder | ||
| By: Cascade Ultimate Holdings, L.P., its Sole Shareholder | ||
| By: Cascade Ultimate Holdings GP LLC, its General Partner | ||
| By: Haveli Investments Software Fund I GP, LLC, its Sole Member | ||
| By: Whanau Interests LLC, its Sole Member | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |
| Title: | Managing Member | |
| Cascade Intermediate I, Inc. | ||
| By: Cascade Ultimate Holdings, L.P., its Sole Shareholder | ||
| By: Cascade Ultimate Holdings GP LLC, its General Partner | ||
| By: Haveli Investments Software Fund I GP, LLC, its Sole Member | ||
| By: Whanau Interests LLC, its Sole Member | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |
| Title: | Managing Member | |
| Cascade Ultimate Holdings, L.P. | ||
| By: Cascade Ultimate Holdings GP LLC, its General Partner | ||
| By: Haveli Investments Software Fund I GP, LLC, its Sole Member | ||
| By: Whanau Interests LLC, its Sole Member | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |
| Title: | Managing Member | |
| Cascade Ultimate Holdings GP LLC | ||
| By: Haveli Investments Software Fund I GP, LLC, its Sole Member | ||
| By: Whanau Interests LLC, its Sole Member | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |
| Title: | Managing Member | |
| Haveli Investments Software Fund I GP, LLC | ||
| By: Whanau Interests LLC, its Sole Member | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |
| Title: | Managing Member | |
| Haveli Software Management LLC | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |
| Title: | Manager | |
| Haveli Investment Management LLC | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |
| Title: | Manager | |
| Whanau Interests LLC | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |
| Title: | Managing Member | |
| Brian N. Sheth | ||
| By: | /s/ Brian N. Sheth | |
| Name: | Brian N. Sheth | |