Amendment: SEC Form SCHEDULE 13D/A filed by Blend Labs Inc.
$BLND
Computer Software: Programming Data Processing
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Blend Labs, Inc. (Name of Issuer) |
Class A common stock, par value $0.00001 per share (Title of Class of Securities) |
09352U108 (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) |
11/13/2025 (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. | 09352U108 |
| 1 |
Name of reporting person
Haveli Brooks 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
65,351,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock, par value $0.00001 per share (the "Class A Common Stock") of Blend Labs, Inc. (the "Issuer") issuable upon conversion of 150,000 shares of Series A Convertible Preferred Stock, par value $0.00001 per share, (the "Series A Preferred Stock") of the Issuer, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of warrants with an exercise price of $4.50 per share (the "Warrants") and (iii) 8,086,919 shares of Class A Common Stock.
The number of shares of Class A Common Stock outstanding for purposes of the percentage calculation in row 13 assumes (i) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13D
|
| CUSIP No. | 09352U108 |
| 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
65,351,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock issuable upon conversion of 150,000 shares of Series A Preferred Stock, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 8,086,919 shares of Class A Common Stock.
The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13D
|
| CUSIP No. | 09352U108 |
| 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
65,351,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock issuable upon conversion of 150,000 shares of Series A Preferred Stock, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 8,086,919 shares of Class A Common Stock.
The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13D
|
| CUSIP No. | 09352U108 |
| 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
65,351,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock issuable upon conversion of 150,000 shares of Series A Preferred Stock, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 8,086,919 shares of Class A Common Stock.
The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13D
|
| CUSIP No. | 09352U108 |
| 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
65,351,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock issuable upon conversion of 150,000 shares of Series A Preferred Stock, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 8,086,919 shares of Class A Common Stock.
The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13D
|
| CUSIP No. | 09352U108 |
| 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
65,351,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock issuable upon conversion of 150,000 shares of Series A Preferred Stock, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 8,086,919 shares of Class A Common Stock.
The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13D
|
| CUSIP No. | 09352U108 |
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
65,481,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock issuable upon conversion of 150,000 shares of Series A Preferred Stock, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 8,216,919 shares of Class A Common Stock including 130,000 shares of Class A Common Stock held in a family trust for which Mr. Sheth's spouse is the trustee.
The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
Blend Labs, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
7250 Redwood Blvd., Suite 300, Novato,
CALIFORNIA
, 94945. | |
Item 1 Comment:
The statement on Schedule 13D filed on May 6, 2024 (the "Original Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed on August 18, 2025 ("Amendment No. 1"), is hereby amended as set forth below by this Amendment No. 2 ("Amendment No. 2" and, together with the Original Schedule 13D and Amendment No. 1, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Schedule 13D.
Since the filing of the Reporting Persons' most recent Schedule 13D/A, the Reporting Persons have acquired additional shares of the Issuer's Class A Common Stock that resulted in an increase in the Reporting Persons' beneficial ownership by more than one percent (1%) of the outstanding shares of the Issuer's Class A Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in rows 11 and 13 on each of the cover pages of this Amendment No. 2 and the information set forth or incorporated in Items 2, 3, 4 and 6 of the Schedule 13D is incorporated by reference in its entirety into this Item 5. | |
| (b) | The information contained in rows 7, 8, 9 and 10 on each of the cover pages of this Amendment No. 2 and the information set forth or incorporated in Items 2, 3, 4 and 6 of the Schedule 13D is incorporated by reference in its entirety into this Item 5. | |
| (c) | Except as described in this Schedule 13D (including the exhibits hereto), none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the shares of Class A Common Stock during the past 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
This Amendment No. 2 amends and supplements the Schedule 13D by adding the following:
Exhibit 6. Amended and Restated Annex A
Exhibit 7. Reporting Person Transactions of Class A Common Stock During the Past 60 Days | ||
| 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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