UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
(Name of Issuer)
RF Acquisition Corp.
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
74954L104
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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).
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1
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NAMES OF REPORTING PERSONS
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Wolverine Asset Management, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
02-0611276
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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350,172
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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350,172
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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350,172
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.02%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP No.: 74954L104
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1
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NAMES OF REPORTING PERSONS
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Wolverine Holdings, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
36-3957309
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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350,172
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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350,172
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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350,172
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.02%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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1
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NAMES OF REPORTING PERSONS
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Wolverine Trading Partners, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
36-3957899
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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350,172
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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350,172
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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350,172
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.02%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO/HC
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CUSIP No.: 74954L104
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1
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NAMES OF REPORTING PERSONS
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Christopher L. Gust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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US Citizen
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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350,172
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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350,172
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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350,172
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.02%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN/HC
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CUSIP No.: 74954L104
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1
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NAMES OF REPORTING PERSONS
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Robert R. Bellick
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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US Citizen
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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350,172
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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350,172
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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350,172
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.02%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN/HC
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CUSIP No.: 74954L104
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ITEM 1(a).
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NAME OF ISSUER:
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RF Acquisition Corp.
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ITEM 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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Singapore 238164
| ITEM 2(a). |
NAME OF PERSON FILING:
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Wolverine Asset Management, LLC
Wolverine Holdings, L.P.
Wolverine Trading Partners, Inc.
Christopher L. Gust
Robert R. Bellick
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ITEM 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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c/o Wolverine Asset Management, LLC
175 West Jackson Blvd., Suite 340
Chicago, IL 60604
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ITEM 2(c).
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CITIZENSHIP:
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Wolverine Asset Management, LLC – Illinois
Wolverine Holdings, L.P. – Illinois
Wolverine Trading Partners, Inc. – Illinois
Christopher L. Gust – US Citizen
Robert R. Bellick – US Citizen
| ITEM 2(d). |
TITLE OF CLASS OF SECURITIES:
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Class A Common stock, par value $0.0001 per share
| ITEM 2(e). |
CUSIP NUMBER:
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74954L104
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ITEM 3.
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IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
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(a)
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☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
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(b)
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☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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☒ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
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(f)
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☐ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
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(g)
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☒ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
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(h)
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☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐ A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
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| ITEM 4. |
OWNERSHIP:
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Wolverine Asset Management, LLC (“WAM”) is an investment manager and has voting and dispositive power over 350,172 shares of Class A Common Stock of the Issuer. The sole member and manager of WAM is Wolverine Holdings, L.P.
(“Wolverine Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”), the general partner of Wolverine Holdings.
(b) Percent of class:
6.02%
WAM may be deemed the beneficial owner of 6.02% of the Issuer’s outstanding Class A Common Stock, and each of Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust may be deemed the beneficial owner of 6.02% of the Issuer’s
outstanding shares of the Issuer’s Class A Common Stock. Percentages were calculated by dividing the number of shares deemed beneficially owned by each reporting person by 5,819,649 [the number of shares of Class A Common Stock outstanding as of
November 14, 2023 per the Issuer’s Form 10-Q filed on December 19, 2023 for the quarter ended September 30, 2023, subtracting 1,363,378 shares redeemed per the Issuer’s 8-K filed December 27, 2023 for December 20, 2023].
(c) Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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0
| (ii) |
Shared power to vote or to direct the vote:
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WAM has shared power to vote or direct the vote of 350,172 shares of the Class A common stock of the Issuer, and each of Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has
shared power to vote or direct the vote of 350,172 shares of the Class A common stock of the Issuer, in each case as set forth in Item 4(a) above.
| (iii) |
Sole power to dispose or to direct the disposition of:
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0
| (iv) |
Shared power to dispose or to direct the disposition of:
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WAM has shared power to vote or direct the vote of 350,172 shares of the Class A common stock of the Issuer, and each of Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has
shared power to vote or direct the vote of 350,172 shares of the Class A common stock of the Issuer, in each case as set forth in Item 4(a) above.
| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
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Wolverine Flagship Fund Trading Limited is known to have the right to receive the receipt of dividends from, or the proceeds from the sale of, the common stock shares covered by this statement that may be deemed to be
beneficially owned by WAM.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
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See Item 4(a) above.
| ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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Not applicable.
| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP:
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Not applicable.
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ITEM 10.
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CERTIFICATION:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
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.
Date: February 1, 2024
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Wolverine Asset Management, LLC
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/s/ Kenneth L. Nadel
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Signature
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Kenneth L. Nadel, Chief Operating Officer
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Name/Title
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Wolverine Holdings, L.P.
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/s/Christopher L. Gust
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Signature
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Christopher L. Gust, Managing Director
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Name/Title
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Wolverine Trading Partners, Inc.
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/s/Christopher L. Gust
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Signature
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Christopher L. Gust, Authorized Signatory
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Name/Title
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/s/Christopher L. Gust
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Christopher L. Gust
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/s/ Robert R. Bellick
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Robert R. Bellick
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).