CUSIP No: G4690M101
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SCHEDULE 13D
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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PineBridge Global Emerging Markets Partners II, L.P.
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|||
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
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||
(b)
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☒
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||||
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||||
3
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SEC USE ONLY
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
|
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
|
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0
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|||
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||||
8
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SHARED VOTING POWER
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1,774,739
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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||
1,774,739
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,774,739
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.6%
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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|||
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CUSIP No: G4690M101
|
SCHEDULE 13D
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
|
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||
PineBridge GEM II G.P., L.P.
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
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SEC USE ONLY
|
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||
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|
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||
OO
|
|
|
|||
|
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
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|
||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
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|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,774,739
|
|
|
|||
|
|
||||
9
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SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
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SHARED DISPOSITIVE POWER
|
|
|
||
1,774,739
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,774,739
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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10.6%
|
|
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
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||
PN
|
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|||
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CUSIP No: G4690M101
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SCHEDULE 13D
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Page 4 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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John Leone
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
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SEC USE ONLY
|
|
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||
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
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||
OO
|
|
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|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
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|
||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
|
|
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0
|
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|||
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||||
8
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SHARED VOTING POWER
|
|
|
||
1,774,739
|
|
|
|||
|
|
||||
9
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SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,774,739
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,774,739
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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||
10.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
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CUSIP No: G4690M101
|
SCHEDULE 13D
|
Page 5 of 8 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Pierre Mellinger
|
|
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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French
|
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|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,774,739
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,774,739
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,774,739
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No: G4690M101
|
SCHEDULE 13D
|
Page 6 of 8 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Kevin Clowe
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,774,739
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,774,739
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,774,739
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No: G4690M101
|
SCHEDULE 13D
|
Page 7 of 8 Pages
|
Item 1.
|
Security and Issuer
|
Item 5.
|
Interest in Securities of the Issuer
|
(a) |
GEM II is the record owner of 1,774,739 Common Shares. As the sole director of PineBridge GEM II GP Ltd., which is the sole general partner of GEM II, GEM II GP may be deemed to beneficially own the Common Shares directly owned by GEM II.
As members of the Investment Committee, each of the Investment Committee Members may be deemed to beneficially own the Common Shares directly owned by GEM II.
|
(b) |
Regarding the number of shares as to which such person has:
|
(i) |
sole power to vote or to direct the vote: See line 7 of cover sheets
|
(ii) |
shared power to vote or to direct the vote: See line 8 of cover sheets
|
(iii) |
sole power to dispose or to direct the disposition: See line 9 of cover sheets
|
(iv) |
shared power to dispose or to direct the disposition: See line 10 of cover sheets
|
(c) |
Except for the transactions listed in Exhibit 7 of this Amendment No. 2, the Reporting Persons have not effected any transactions with respect to the Common Shares since the filing of Amendment No. 1 on September 17, 2024.
|
Item 7.
|
Material to be Filed as Exhibits
|
Schedule of Transactions for Item 5(c) of Amendment No. 2.
|
|
Power of Attorney for John Leone.
|
CUSIP No: G4690M101
|
SCHEDULE 13D
|
Page 8 of 8 Pages
|
By:
|
PINEBRIDGE GEM II GP Ltd., its General Partner
|
By:
|
PINEBRIDGE GEM II G.P., L.P., its Sole Director
|
By:
|
PINEBRIDGE GEM II G.P., Co., its General Partner
|
By:
|
/s/ John Leone
|
|
Name:
|
John Leone
|
|
Title:
|
Vice President
|
By:
|
PINEBRIDGE GEM II G.P., Co., its General Partner
|
By:
|
/s/ John Leone
|
|
Name:
|
John Leone
|
|
Title:
|
Vice President
|
/s/ John Leone
|
||
John Leone
|
*
|
|
Pierre Mellinger
|
*
|
|
Kevin Clowe
|
*/s/ Lindsay Johnson
|
|
Lindsay Johnson
|
|
As attorney-in-fact
|