SEC Form SC 13G/A filed by Spotify Technology S.A. (Amendment)
☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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CUSIP No. L8681T102
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Schedule 13G
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Page 1 of 8
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1
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NAMES OF REPORTING PERSONS
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Martin Lorentzon
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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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Sweden
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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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45,102
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6
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SHARED VOTING POWER
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21,469,762
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7
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SOLE DISPOSITIVE POWER
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45,102
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8
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SHARED DISPOSITIVE POWER
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21,469,762
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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21,514,864
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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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Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. L8681T102
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Schedule 13G
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Page 2 of 8
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1
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NAMES OF REPORTING PERSONS
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Amaltea S.à r.l
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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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Luxembourg
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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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0
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6
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SHARED VOTING POWER
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21,469,762
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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21,469,762
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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21,469,762
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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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Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO (Luxembourg Limited Liability Company)
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CUSIP No. L8681T102
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Schedule 13G
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Page 3 of 8
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1
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NAMES OF REPORTING PERSONS
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Rosello Company Limited
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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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Republic of Cyprus
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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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0
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6
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SHARED VOTING POWER
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21,469,762
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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21,469,762
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|||
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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21,469,762
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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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Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. L8681T102
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Schedule 13G
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Page 4 of 8
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ITEM 1.
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(a)
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Name of Issuer:
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Spotify Technology S.A. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices:
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42-44, avenue de la Gare
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L-1610 Luxembourg
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Grand Duchy of Luxembourg
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ITEM 2.
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(a)
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Name of Person Filing:
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Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
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Martin Lorentzon
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Amaltea S.à r.l. (“Amaltea”)
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Rosello Company Limited (“Rosello”)
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(b)
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Address or Principal Business Office:
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The business address for Martin Lorentzon is 42-44, avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, for Amaltea is 18 rue de l’Eau, 1449 Luxembourg and for Rosello is 22 Stasikratous Street, Office 001, 1065
Nicosia, Cyprus.
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(c)
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Citizenship of each Reporting Person is:
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Martin Lorentzon is a citizen of Sweden, Amaltea is organized under the laws of Luxembourg and Rosello is organized under the laws of the Republic of Cyprus.
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(d)
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Title of Class of Securities:
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Ordinary Shares, €0.000625 par value per share (“Ordinary Shares”).
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(e)
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CUSIP Number:
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L8681T102
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ITEM 3.
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Not applicable.
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CUSIP No. L8681T102
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Schedule 13G
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Page 5 of 8
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ITEM 4.
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Ownership.
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(a-c)
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The following sets forth, as of the date of this Schedule 13G, the aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons, as well as the number of Ordinary Shares as to which each
Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date
hereof, based on 193,293,269 Ordinary Shares outstanding as of December 31, 2022.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class:
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Sole power to vote or to direct the vote:
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Shared power to vote or to direct the vote:
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Sole power to dispose or to direct the disposition
of:
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Shared
power to
dispose or
to direct
the
disposition
of:
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Martin Lorentzon
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21,514,864
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11.1%
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45,102
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21,469,762
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45,102
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21,469,762
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Amaltea S.à r.l.
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21,469,762
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11.1%
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0
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21,469,762
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0
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21,469,762
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Rosello Company Limited
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21,469,762
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11.1%
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0
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21,469,762
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0
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21,469,762
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ITEM 5. |
Ownership of Five Percent or Less of a Class.
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ITEM 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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ITEM 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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ITEM 8. |
Identification and Classification of Members of the Group.
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CUSIP No. L8681T102
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Schedule 13G
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Page 6 of 8
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ITEM 9. |
Notice of Dissolution of Group.
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ITEM 10. |
Certification.
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CUSIP No. L8681T102
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Schedule 13G
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Page 7 of 8
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Date: February 2, 2023
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/s/ Martin Lorentzon
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Martin Lorentzon
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Amaltea S.à r.l.
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By:
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/s/ Pär Ceder
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Name:
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Pär Ceder
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Title:
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Director
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Rosello Company Limited
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By:
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/s/ Pär Ceder
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Name:
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Pär Ceder
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Title:
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Director
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CUSIP No. L8681T102
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Schedule 13G
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Page 8 of 8
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LIST OF EXHIBITS
Exhibit No.
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Description
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99
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Joint Filing Agreement (previously filed).
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