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    SEC Form SC 13G/A filed by Docebo Inc. (Amendment)

    6/7/24 7:15:55 PM ET
    $DCBO
    Computer Software: Prepackaged Software
    Technology
    Get the next $DCBO alert in real time by email
    SC 13G/A 1 d850108dsc13ga.htm SC 13G/A SC 13G/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    SCHEDULE 13G

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

    (Amendment No. 2)

     

     

    Docebo Inc.

    (Name of Issuer)

    Common Shares, no par value

    (Title of Class of Securities)

    25609L105

    (CUSIP Number)

    June 4, 2024

    (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 disclosures provided in a prior cover page.

    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).

     

     

     


     1.   

     Names of Reporting Persons

     

     WPGG 14 Investment Ltd. IV

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     

     (a) ☐  (b) ☐

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares  Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

        5.    

     Sole Voting Power

     

     0

        6.   

     Shared Voting Power

     

     3,158,338

        7.   

     Sole Dispositive Power

     

     0

        8.   

     Shared Dispositive Power

     

     3,158,338

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     3,158,338

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     10.41%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based upon 30,353,109 shares of common stock (“Common Shares”) outstanding as of March 31, 2024, as reported on Exhibit 99.1 to the Issuer’s Form 6-K filed May 10, 2024.


     1.   

     Names of Reporting Persons

     

     Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     

     (a) ☐  (b) ☐

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares  Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

        5.    

     Sole Voting Power

     

     0

        6.   

     Shared Voting Power

     

     884,998

        7.   

     Sole Dispositive Power

     

     0

        8.   

     Shared Dispositive Power

     

     884,998

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     884,998

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     2.92%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based upon 30,353,109 Common Shares outstanding as of March 31, 2024, as reported on Exhibit 99.1 to the Issuer’s Form 6-K filed May 10, 2024.


     1.   

     Names of Reporting Persons

     

     Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     

     (a) ☐  (b) ☐

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares  Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

        5.    

     Sole Voting Power

     

     0

        6.   

     Shared Voting Power

     

     482,847

        7.   

     Sole Dispositive Power

     

     0

        8.   

     Shared Dispositive Power

     

     482,847

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     482,847

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     1.59%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based upon 30,353,109 Common Shares outstanding as of March 31, 2024, as reported on Exhibit 99.1 to the Issuer’s Form 6-K filed May 10, 2024.


     1.   

     Names of Reporting Persons

     

     Warburg Pincus Global Growth 14-B (Cayman), L.P.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     

     (a) ☐  (b) ☐

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares  Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

        5.    

     Sole Voting Power

     

     0

        6.   

     Shared Voting Power

     

     905,400

        7.   

     Sole Dispositive Power

     

     0

        8.   

     Shared Dispositive Power

     

     905,400

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     905,400

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     2.98%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based upon 30,353,109 Common Shares outstanding as of March 31, 2024, as reported on Exhibit 99.1 to the Issuer’s Form 6-K filed May 10, 2024.


     1.   

     Names of Reporting Persons

     

     Warburg Pincus Global Growth 14-E (Cayman), L.P.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     

     (a) ☐  (b) ☐

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares  Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

        5.    

     Sole Voting Power

     

     0

        6.   

     Shared Voting Power

     

     381,906

        7.   

     Sole Dispositive Power

     

     0

        8.   

     Shared Dispositive Power

     

     381,906

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     381,906

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     1.26%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based upon 30,353,109 Common Shares outstanding as of March 31, 2024, as reported on Exhibit 99.1 to the Issuer’s Form 6-K filed May 10, 2024.


     1.   

     Names of Reporting Persons

     

     Warburg Pincus Global Growth 14 Partners (Cayman), L.P.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     

     (a) ☐  (b) ☐

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares  Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

        5.    

     Sole Voting Power

     

     0

        6.   

     Shared Voting Power

     

     355,755

        7.   

     Sole Dispositive Power

     

     0

        8.   

     Shared Dispositive Power

     

     355,755

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     355,755

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     1.17%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based upon 30,353,109 Common Shares outstanding as of March 31, 2024, as reported on Exhibit 99.1 to the Issuer’s Form 6-K filed May 10, 2024.


     1.   

     Names of Reporting Persons

     

     WP Global Growth 14 Partners (Cayman), L.P.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     

     (a) ☐  (b) ☐

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares  Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

        5.    

     Sole Voting Power

     

     0

        6.   

     Shared Voting Power

     

     147,432

        7.   

     Sole Dispositive Power

     

     0

        8.   

     Shared Dispositive Power

     

     147,432

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     147,432

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     0.49%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based upon 30,353,109 Common Shares outstanding as of March 31, 2024, as reported on Exhibit 99.1 to the Issuer’s Form 6-K filed May 10, 2024.


     1.   

     Names of Reporting Persons

     

     Warburg Pincus (Cayman) Global Growth 14 GP, L.P.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     

     (a) ☐  (b) ☐

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares  Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

        5.    

     Sole Voting Power

     

     0

        6.   

     Shared Voting Power

     

     3,158,338

        7.   

     Sole Dispositive Power

     

     0

        8.   

     Shared Dispositive Power

     

     3,158,338

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     3,158,338

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     10.41%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based upon 30,353,109 Common Shares outstanding as of March 31, 2024, as reported on Exhibit 99.1 to the Issuer’s Form 6-K filed May 10, 2024.


     1.   

     Names of Reporting Persons

     

     Warburg Pincus (Cayman) Global Growth 14 GP LLC

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     

     (a) ☐  (b) ☐

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares  Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

        5.    

     Sole Voting Power

     

     0

        6.   

     Shared Voting Power

     

     3,158,338

        7.   

     Sole Dispositive Power

     

     0

        8.   

     Shared Dispositive Power

     

     3,158,338

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     3,158,338

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     10.41%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     OO

     

    (1)

    Calculated based upon 30,353,109 Common Shares outstanding as of March 31, 2024, as reported on Exhibit 99.1 to the Issuer’s Form 6-K filed May 10, 2024.


     1.   

     Names of Reporting Persons

     

     Warburg Pincus Partners II (Cayman), L.P.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     

     (a) ☐  (b) ☐

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares  Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

        5.    

     Sole Voting Power

     

     0

        6.   

     Shared Voting Power

     

     3,158,338

        7.   

     Sole Dispositive Power

     

     0

        8.   

     Shared Dispositive Power

     

     3,158,338

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     3,158,338

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     10.41%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based upon 30,353,109 Common Shares outstanding as of March 31, 2024, as reported on Exhibit 99.1 to the Issuer’s Form 6-K filed May 10, 2024.


     1.   

     Names of Reporting Persons

     

     Warburg Pincus (Bermuda) Private Equity GP Ltd.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     

     (a) ☐  (b) ☐

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares  Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

        5.    

     Sole Voting Power

     

     0

        6.   

     Shared Voting Power

     

     3,158,338

        7.   

     Sole Dispositive Power

     

     0

        8.   

     Shared Dispositive Power

     

     3,158,338

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     3,158,338

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     10.41%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     OO

     

    (1)

    Calculated based upon 30,353,109 Common Shares outstanding as of March 31, 2024, as reported on Exhibit 99.1 to the Issuer’s Form 6-K filed May 10, 2024.


    Item 1(a).    Name of Issuer
       The name of the issuer is Docebo Inc. (the “Issuer”)
    Item 1(b).    Address of the Issuer’s Principal Executive Offices
       The Company’s principal executive offices are located at 366 Adelaide St. West, Suite 701, Toronto, Ontario, Canada M5V 1R7.
    Item 2(a).   

    Names of Persons Filing

     

    This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to Section 13 of the Act, all of whom together are referred to herein as the “Reporting Persons”:

     

    (i)  WPGG 14 Investment Ltd. IV (“WPGG Investment”)

     

    (ii)  Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P. (“Callisto”)

     

    (iii)   Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P. (“Europa”)

     

    (iv) Warburg Pincus Global Growth 14-B (Cayman), L.P. (“GG 14-B”)

     

    (v)   Warburg Pincus Global Growth 14-E (Cayman), L.P. (“GG 14-E”)

     

    (vi) Warburg Pincus Global Growth 14 Partners (Cayman), L.P. (“GG 14 Partners”)

     

    (vii)  WP Global Growth 14 Partners (Cayman), L.P. (“WP 14 Partners”)

     

    (viii)  Warburg Pincus (Cayman) Global Growth 14 GP, L.P. (“Cayman GP L.P.”)

     

    (ix) Warburg Pincus (Cayman) Global Growth 14 GP LLC (“Cayman GP LLC”)

     

    (x)   Warburg Pincus Partners II (Cayman), L.P. (“Cayman Partners II”)

     

    (xi) Warburg Pincus (Bermuda) Private Equity GP Ltd. (“Bermuda PE”)

    Item 2(b)/(c).    Citizenship & Address of the Principal Business Office, or if none, Residence:
      

    C/O Warburg Pincus LLC

    450 Lexington Ave

    New York, NY, 10017

    Item 2(d).    Title of Class of Securities
       Common Shares, no par value (“Common Shares”)
    Item 2(e).    CUSIP Number
       25609L105
    Item 3.    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
       Not Applicable.
    Item 4.   

    Ownership

     

    (a)   Amount beneficially owned:

    See responses to Item 9 on each cover page.

     

    (b)  Percent of Class:

    See responses to Item 11 on each cover page.

     

    (c)   Number of shares as to which the Reporting Person has:


      

    (i) Sole power to vote or to direct the vote:

    See responses to Item 5 on each cover page.

     

    (ii)  Shared power to vote or to direct the vote:

    See responses to Item 6 on each cover page.

     

    (iii)  Sole power to dispose or to direct the disposition of:

    See responses to Item 7 on each cover page.

     

    (iv) Shared power to dispose or to direct the disposition of:

    See responses to Item 8 on each cover page.

     

    All ownership percentages are calculated based upon 30,353,109 Common Shares outstanding as of March 31, 2024, as reported on Exhibit 99.1 to the Issuer’s Form 6-K filed May 10, 2024.

     

    WPGG Investment directly holds 3,158,338 Common Shares, constituting 10.41% ownership. Callisto, Europa, GG 14-B, GG 14-E, GG 14 Partners, and WP 14 Partners (collectively, the “WP 14 Global Growth Funds”) are each members of WPGG Investment.

     

    Cayman GP, L.P. is the general partner of the WP 14 Global Growth Funds, Cayman GP LLC is the general partner of Cayman GP L.P., Cayman Partners II is the general partner of Cayman GP LLC, and Bermuda PE is the general partner of Cayman Partners II; as such, each of the foregoing may be deemed to beneficially own the aggregate 3,158,338 Common Shares held by the WP 14 Global Growth Funds, constituting 10.41% ownership.

     

    Investment and voting decisions with respect to the Issuer’s Common Shares held by WPGG Investment are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the Issuer’s Common Shares.

     

    The filing of this Statement shall not be construed as an admission that any of the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

    Item 5.   

    Ownership of Five Percent or Less of a Class

     

    Not applicable.

    Item 6.    Ownership of More than Five Percent on Behalf of Another Person
       Not Applicable.
    Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
       Not Applicable.
    Item 8.    Identification and Classification of Members of the Group
       Not Applicable.
    Item 9.    Notice of Dissolution of Group
       Not Applicable.


    Item 10.    Certification
       By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

    Dated: June 7, 2024

     

    WPGG 14 Investment Ltd. IV
    By:  

    /s/ David Sreter

    Name:   David Sreter
    Title:   Director
    Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P.
    By:   Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner
    By:   Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner
    By:   Warburg Pincus Partners II (Cayman), L.P., its general partner
    By:   Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
    By:  

    /s/ David Sreter

    Name:   David Sreter
    Title:   Authorised Signatory
    Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P.
    By:   Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner
    By:   Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner
    By:   Warburg Pincus Partners II (Cayman), L.P., its general partner
    By:   Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
    By:  

    /s/ David Sreter

    Name:   David Sreter
    Title:   Authorised Signatory
    Warburg Pincus Global Growth 14-B (Cayman), L.P.
    By:   Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner
    By:   Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner
    By:   Warburg Pincus Partners II (Cayman), L.P., its general partner
    By:   Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
    By:  

    /s/ David Sreter

    Name:   David Sreter
    Title:   Authorised Signatory


    Warburg Pincus Global Growth 14-E (Cayman), L.P.
    By:   Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner
    By:   Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner
    By:   Warburg Pincus Partners II (Cayman), L.P., its general partner
    By:   Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
    By:  

    /s/ David Sreter

    Name:   David Sreter
    Title:   Authorised Signatory
    Warburg Pincus Global Growth 14 Partners (Cayman), L.P.
    By:   Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner
    By:   Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner
    By:   Warburg Pincus Partners II (Cayman), L.P., its general partner
    By:   Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
    By:  

    /s/ David Sreter

    Name:   David Sreter
    Title:   Authorised Signatory
    WP Global Growth 14 Partners (Cayman), L.P.
    By:   Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner
    By:   Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner
    By:   Warburg Pincus Partners II (Cayman), L.P., its general partner
    By:   Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
    By:  

    /s/ David Sreter

    Name:   David Sreter
    Title:   Authorised Signatory


    Warburg Pincus (Cayman) Global Growth 14 GP, L.P.
    By:   Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner
    By:   Warburg Pincus Partners II (Cayman), L.P., its general partner
    By:   Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
    By:  

    /s/ David Sreter

    Name:   David Sreter
    Title:   Authorised Signatory
    Warburg Pincus (Cayman) Global Growth 14 GP LLC
    By:   Warburg Pincus Partners II (Cayman), L.P., its general partner
    By:   Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
    By:  

    /s/ David Sreter

    Name:   David Sreter
    Title:   Authorised Signatory
    Warburg Pincus Partners II (Cayman), L.P.
    By:   Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
    By:  

    /s/ David Sreter

    Name:   David Sreter
    Title:   Authorised Signatory
    Warburg Pincus (Bermuda) Private Equity GP Ltd.
    By:  

    /s/ David Sreter

    Name:   David Sreter
    Title:   Authorised Signatory


    EXHIBIT LIST

     

    Exhibit A    Joint Filing Agreement, dated as of May 15, 2023, incorporated by reference to Exhibit A to the Schedule 13G field May 15, 2023.
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