UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM SD
Specialized Disclosure Report
MATTERPORT, INC.
__________________________________________________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 001-39790 | ||||
(State or other jurisdiction of incorporation) | (Commission File Number) | ||||
__________________________________________________________________________________
| 352 East Java Drive | |||||
| Sunnyvale, California | 94089 | ||||
| (Address of principal executive offices) | (Zip code) | ||||
Matthew Zinn, Chief Legal Officer
(650) 641-2241
__________________________________________________________________________________
(Name and telephone number, including area code, of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed:
| ☒ | Rule 13p 1 under the Securities Exchange Act (17 CFR 240.13p 1) for the reporting period from January 1 to December 31, 2023. | ||||
| ☐ | Rule 13q 1 under the Securities Exchange Act (17 CFR 240.13q 1) for the fiscal year ended __________. | ||||
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
A copy of Matterport, Inc.’s Conflict Minerals Report is provided as Exhibit 1.01 hereto and is publicly available at https://investors.matterport.com/financial-and-filings/sec-filings and https://matterport.com/esg.
Item 1.02 Exhibit
As specified in Section 3, Item 3.01 of this Form SD, Matterport, Inc. is hereby filing its Conflict Mineral Report as Exhibit 1.01 to this report.
Section 2 – Resource Extraction Issuer Disclosure
Item 2.01 Resource Extraction Issuer Disclosure and Report
Not applicable.
Section 3 – Exhibits
Item 3.01 Exhibits
The following exhibit is submitted as part of this report.
| Exhibit No. | Description | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
| Matterport, Inc. | By: | /s/ Matthew Zinn | |||||||||
| (Registrant) | Name: | Matthew Zinn | |||||||||
| Title: | Chief Legal Officer | ||||||||||
| May 30, 2024 | |||||||||||
| (Date) | |||||||||||
Exhibit 1.01
Matterport, Inc.
Conflict Minerals Report for the year ended December 31, 2023
I.Introduction
Matterport, Inc. (collectively with its subsidiaries, “we,” “our” or “us”) is leading the digitization and datafication of the built world. Incorporated in 2011 and headquartered in Sunnyvale, California, our pioneering technology platform uses spatial data collected from a wide variety of digital capture devices to transform physical buildings and spaces into dimensionally accurate, photorealistic digital twins that provide our subscribers access to valuable building information and insights. For more than a decade, our platform has set the standard for digitizing, accessing and managing buildings, spaces and places online. This has resulted in the world’s largest and most accurate library of spatial data with more than 38 billion square feet digitized to date. We deliver value to our customers by leveraging proprietary ratification intelligence insights to enhance customer experiences, improve operational efficiency, lower costs associated with promoting and operating buildings and accelerate business. We believe the digitization and datafication of the built world will fundamentally change the way people interact with buildings and the physical spaces around them. Our offerings include software subscriptions, data licensing, services and product hardware.
Certain of our products that we contract to manufacture contain materials or components containing tin, tantalum, tungsten and/or gold (“3TG”) that are necessary to the functionality or production of those products. As a result, we are obligated to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”). If a company is subject to the Rule, then the company must generally investigate the origin of the 3TG in its products. If it appears the company’s 3TG may have originated in the Democratic Republic of the Congo or an adjoining country (the “Covered Countries”) and is not from scrap or recycled sources, the company must then exercise due diligence over the source and chain of custody of such 3TG and disclose certain information about its due diligence efforts in this separate Conflict Minerals Report.
Due to the depth of our supply chain, we are far removed from the sources of ore from which these 3TG are produced and the smelters/refiners that process those ores. Our efforts undertaken to identify the origin of those ores as described in this Conflict Minerals Report reflect our circumstances and position in the supply chain. We believe the amount of information that is available globally on the traceability and sourcing of these ores remains limited at this time. We also believe this situation is not unique to us.
II. Reasonable Country of Origin Inquiry
There are many layers between us and the smelters or refiners that produce the 3TG in our products, the exact number of which varies depending on the components provided to us by our suppliers. In all cases, we rely on our direct suppliers to provide information on the origin of 3TG contained in the components and materials they supply to us, including sources of 3TG that are supplied to them from lower-tier suppliers.
To gather this information, we conducted a reasonable country of origin inquiry, in which we contacted our few direct suppliers to request that they complete the Responsible Minerals Initiative’s Conflict Minerals Reporting Template (“CMRT”) regarding the presence and origin of the 3TG in the products and materials they supply to us.
We reviewed the responses received from our direct suppliers and, if necessary, requested that our suppliers provide corrections and clarifications to resolve any incomplete or inconsistent information in their responses. For non-responsive suppliers, we made multiple follow-up requests by email and telephone, and, if necessary, escalated the contact process to include direct outreach by us. Suppliers were given a final deadline of May 24, 2024 to provide information about the 3TG in their supply chains for the 2023 reporting year.
Overall, we identified a total of three direct suppliers as being within the scope of our reasonable country of origin inquiry. All three suppliers responded to our reasonable country of origin inquiry for a response rate of 100%.
These respondent suppliers represent what we believe to be all of the parts supplied to us. As such, we believe our reasonable country of origin inquiry and process was reasonably designed and performed in good faith. However, there are inherent limitations in the information provided to us by third parties, including the possibility of information being inaccurate, incomplete or falsified despite our efforts to validate and confirm the information.
After reviewing the results of our reasonable country of origin inquiry, we determined that each of the suppliers who responded to us indicated that 3TG was necessary for the functionality or production of the products they supply to us.
Based on our review of information delivered to us, we further determined that our direct suppliers potentially source the 3TG in the products from a Covered Country during calendar year 2023. Therefore, we determined that the Rule required that we exercise due diligence on the source and chain of custody of such 3TG. We also identified scrap and recycled minerals as possible sources of materials in our supply chain.
III.Design of Due Diligence Framework
We attempted to design our overall conflict minerals due diligence framework to conform in all material respects with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Third Edition (the “Guidance”).
IV.Due Diligence Measures
As part of our due diligence on the source and chain of custody of the necessary 3TG contained in our products that we had reason to believe may have originated from the Covered Countries, following our reasonable country of origin inquiry as described above, we undertook to assess the smelters and refiners identified as potentially being in our supply chain against the following internally accepted audit standards: the Responsible Minerals Assurance Process, the London Bullion Market Association Good Delivery program and/or the Responsible Jewelry Council Chain-of-Custody Certification.
If we were not able to identify a smelter or refiner identified as potentially being in our supply chain as certified by one of the internationally recognized schemes above, then we either asked for additional information from our supplier or attempted to contact the smelter or refiner to gain more information about its sourcing practices, including countries of origin and transfer, and whether the smelter or refiner has any internal due diligence procedures in place or has implemented other processes to track the chain of custody and source of its 3TG ores. Among the relevant information we sought is whether the smelter or refiner has a documented, effective and communicated conflict-free policy or an accounting system to support a mass balance of materials processed and traceability documentation. In some cases, we also performed internet research to determine whether there are any outside sources of information regarding the smelter or refiner’s sourcing practices.
V.Due Diligence Results
Our due diligence results are inherently limited. As a downstream purchaser of 3TG, our due diligence measures can provide only reasonable, not absolute, assurance regarding the source and chain of custody of the necessary 3TG. Our due diligence processes are based on the necessity of seeking data from our direct suppliers and those suppliers seeking similar information within their supply chains to identify the original sources of the necessary 3TG. We also rely, to a large extent, on information collected and provided by independent third-party audit programs such as those described above. Such sources of information may yield inaccurate or incomplete information and may be subject to fraud. Overall, sourcing information about our products in their entirety is not yet available. However, after reviewing the results of our due diligence, we did not find evidence to suggest that any of the 3TG in our supply chain funded or benefited armed groups in the Covered Countries.
VI.Process Considerations
We will continue to communicate our expectations regarding Conflict Minerals compliance and supply chain due diligence to our direct suppliers. We will also continue to undertake additional fact and risk assessments where necessary, and monitor changes in supplier circumstances that may impact their Conflict Minerals compliance and
due diligence practices, which in turn may impact our continued engagement of and relationship with certain suppliers. As part of our risk mitigation efforts, we expect our suppliers who are using smelters or refiners that are not verified as conformant with the Responsible Minerals Assurance Process to demonstrate progress toward a fully conformant supply chain. If we become aware of suppliers whose sourcing practices with respect to 3TG continually raise red-flag risks, we may take steps to reevaluate the business relationship with those suppliers. We expect our direct suppliers to take similar measures with their suppliers to ensure alignment with our sourcing philosophy throughout our supply chain.
VII.Independent Private Sector Audit
Pursuant to current guidance issued by the U.S. Securities and Exchange Commission, an independent private sector audit is not required for this Conflict Minerals Report.
▪ ▪ ▪ ▪ ▪