Innovation Fund Roadmap II Form 3 Peraso / Innovation Fund Roadmap II ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Roadmap Capital General Partner Ltd

(Last)

(First)

(Middle)

2309 BERING DR.

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2021

3. Issuer Name and Ticker or Trading Symbol
Peraso Inc. [ PRSO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Exchangeable Shares⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	153,073	⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾
Earn Out Right⁽³⁾	⁽⁴⁾	⁽⁴⁾	See Footnote⁽⁴⁾	21,621	⁽⁴⁾	I	See Footnotes⁽²⁾⁽³⁾
Exchangeable Shares⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	63,334	⁽¹⁾	I	See Footnotes⁽⁵⁾⁽³⁾
Earn Out Right⁽³⁾	⁽⁴⁾	⁽⁴⁾	See Footnote⁽⁴⁾	8,946	⁽⁴⁾	I	See Footnotes⁽⁵⁾⁽³⁾
Exchangeable Shares⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	18,095	⁽¹⁾	I	See Footnotes⁽⁶⁾⁽³⁾
Earn Out Right⁽³⁾	⁽⁴⁾	⁽⁴⁾	See Footnote⁽⁴⁾	2,556	⁽⁴⁾	I	See Footnotes⁽⁶⁾⁽³⁾
Exchangeable Shares⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	428,369	⁽¹⁾	I	See Footnotes⁽⁷⁾⁽³⁾
Earn Out Right⁽³⁾	⁽⁴⁾	⁽⁴⁾	See Footnote⁽⁴⁾	60,505	⁽⁴⁾	I	See Footnotes⁽⁷⁾⁽³⁾
Exchangeable Shares⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	24,021	⁽¹⁾	I	See Footnotes⁽⁸⁾⁽³⁾
Earn Out Right⁽³⁾	⁽⁴⁾	⁽⁴⁾	See Footnote⁽⁴⁾	3,393	⁽⁴⁾	I	See Footnotes⁽⁸⁾⁽³⁾
Exchangeable Shares⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	674,724	⁽¹⁾	I	See Footnotes⁽⁹⁾⁽³⁾
Earn Out Right⁽³⁾	⁽⁴⁾	⁽⁴⁾	See Footnote⁽⁴⁾	95,301	⁽⁴⁾	I	See Footnotes⁽⁹⁾⁽³⁾
Exchangeable Shares⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	204,337	⁽¹⁾	I	See Footnotes⁽¹⁰⁾⁽³⁾
Earn Out Right⁽³⁾	⁽⁴⁾	⁽⁴⁾	See Footnote⁽⁴⁾	28,861	⁽⁴⁾	I	See Footnotes⁽¹⁰⁾⁽³⁾
Exchangeable Shares⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	5,774,026	⁽¹⁾	I	See Footnotes⁽¹¹⁾⁽³⁾
Earn Out Right⁽³⁾	⁽⁴⁾	⁽⁴⁾	See Footnote⁽⁴⁾	815,547	⁽⁴⁾	I	See Footnotes⁽¹¹⁾⁽³⁾
Exchangeable Shares⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	1,222,551	⁽¹⁾	I	See Footnotes⁽¹²⁾⁽³⁾
Earn Out Right⁽³⁾	⁽⁴⁾	⁽⁴⁾	See Footnote⁽⁴⁾	172,678	⁽⁴⁾	I	See Footnotes⁽¹²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Roadmap Capital General Partner Ltd

(Last)

(First)

(Middle)

2309 BERING DR.

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Roadmap Innovation Fund I

(Last)

(First)

(Middle)

2309 BERING DR.

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Roadmap Innovation Fund II

(Last)

(First)

(Middle)

2309 BERING DR.

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Roadmap Peraso LP

(Last)

(First)

(Middle)

2309 BERING DR.

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Roadmap Peraso LP II

(Last)

(First)

(Middle)

2309 BERING DR.

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Roadmap Peraso LP II (U.S. & Offshore)

(Last)

(First)

(Middle)

2309 BERING DR.

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Roadmap Peraso LP III

(Last)

(First)

(Middle)

2309 BERING DR.

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Roadmap Peraso LP III (U.S. & Offshore)

(Last)

(First)

(Middle)

2309 BERING DR.

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

Explanation of Responses:

1. Exchangeable Shares issued by 2864555 Ontario Inc. ("Canco"), a wholly-owned subsidiary of Peraso Inc. (the "Issuer"), each of which are exchangeable for one share of Common Stock of the Issuer at the election of the holder. Holders of Exchangeable Shares also have the right, at their election, to require Canco to redeem any or all of their Exchangeable Shares for cash in an amount equal to the current market price (calculated in accordance with the Arrangement Agreement entered into by the Issuer and other persons named therein on September 14, 2021 (the "Arrangement")) of the Common Stock. The Exchangeable Shares may also be redeemed by Canco for cash in an amount equal to the current market price (calculated in accordance with the Arrangement) on and after the 7th anniversary of the effective date of the Arrangement, and at any time upon the occurrence of certain events.

2. Held directly by Roadmap Capital Inc. ("Roadmap Capital"). Roadmap Capital is the sole shareholder of Roadmap Capital General Partner Ltd. ("Roadmap GP"). Roadmap GP is the general partner of Roadmap Innovation Fund I ("Roadmap Innovation I"); Roadmap Innovation Fund II ("Roadmap Innovation II"); Roadmap Peraso LP ("Roadmap Peraso"); Roadmap Peraso LP (U.S. and Offshore) ("Roadmap Peraso (U.S. and Offshore)"); Roadmap Peraso LP II ("Roadmap Peraso II"); Roadmap Peraso LP II (US and Offshore) ("Roadmap Peraso II (U.S. and Offshore)"); Roadmap Peraso LP III ("Roadmap Peraso III"); Roadmap Peraso LP III (US and Offshore) ("Roadmap Peraso III (U.S. and Offshore)") (collectively, the "Roadmap Funds" and, together with Roadmap GP and Roadmap Capital, the "Reporting Persons").

3. Because of the relationship between Roadmap GP and each of the Roadmap Funds, Roadmap GP may be deemed to beneficially own securities beneficially owned by each of the Roadmap Funds. Because of the relationship between Roadmap Capital and Roadmap GP, Roadmap Capital may be deemed to beneficially own the securities beneficially owned by Roadmap Capital. Each of the Reporting Persons disclaims beneficial interest of any securities except to the extent of their pecuniary interest therein. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

4. Pursuant to the terms of the Agreement, the Reporting Persons may receive additional Exchangeable Shares, subject to any offset claim, upon the satisfaction of the earlier of: (a) any date following the first anniversary of the Effective Time and prior to the third anniversary of the Effective Time where the volume weighted average price of the Common Stock for any 20 trading days within a period of 30 consecutive trading days is at least $8.57 per share, subject to adjustment for stock splits or other similar transactions; (b) the date of any sale of all or substantially all of the assets or shares of the Issuer; or (c) the date of any bankruptcy, insolvency, restructuring, receivership, administration, wind-up, liquidation, dissolution, or similar event involving the Issuer.

5. Held directly by Roadmap Innovation I.

6. Held directly by Roadmap Innovation II.

7. Held directly by Roadmap Peraso.

8. Held directly by Roadmap Peraso (U.S. and Offshore)

9. Held directly by Roadmap Peraso II.

10. Held directly by Roadmap Peraso II (U.S. and Offshore)

11. Held directly by Roadmap Peraso III

12. Held directly by Roadmap Peraso III (U.S. and Offshore)

Remarks:

	Roadmap Innovation Fund I, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.	12/27/2021
	Roadmap Innovation Fund II, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.	12/27/2021
	Roadmap Peraso LP, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.	12/27/2021
	Roadmap Peraso LP II, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.	12/27/2021
	Roadmap Peraso LP II (US and Offshore), By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.	12/27/2021
	Roadmap Peraso LP III, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.	12/27/2021
	Roadmap Peraso LP III (US and Offshore), By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.	12/27/2021
	Roadmap Capital General Partner Ltd., By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.	12/27/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Innovation Fund Roadmap II Form 3Peraso / Innovation Fund Roadmap II ownership change