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    SEC Form SC 13G/A filed by Welsbach Technology Metals Acquisition Corp. (Amendment)

    2/14/24 12:32:10 PM ET
    $WTMA
    Industrial Machinery/Components
    Miscellaneous
    Get the next $WTMA alert in real time by email
    SC 13G/A 1 ef20021337_sc13ga.htm 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)*
     

     
    Welsbach Technology Metals Acquisition Corp.
    (Name of Issuer)
     
    Common Stock, par value $0.0001 per share
    (Title of Class of Securities)
     
    950415109
    (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 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
     
     
    OCM Value SPAC Holdings, L.P.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     
     

    1
    NAMES OF REPORTING PERSONS
     
     
    OCM Value SPAC Holdings II, L.P.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     
     

    1
    NAMES OF REPORTING PERSONS
     
     
    Oaktree Fund GP, LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
     

    1
    NAMES OF REPORTING PERSONS
     
     
    Oaktree Fund GP I, L.P.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     
     

    1
    NAMES OF REPORTING PERSONS
     
     
    Oaktree Capital I, L.P.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     
     

    1
    NAMES OF REPORTING PERSONS
     
     
    OCM Holdings I, LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
     

    1
    NAMES OF REPORTING PERSONS
     
     
    Oaktree Holdings, LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
     

    1
    NAMES OF REPORTING PERSONS
     
     
    Oaktree Capital Group, LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
     

    1
    NAMES OF REPORTING PERSONS
     
     
    Oaktree Capital Group Holdings GP, LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
     

    1
    NAMES OF REPORTING PERSONS
     
     
    Brookfield Corporation
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Ontario, Canada
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    HC
     
     
     
     
     

    1
    NAMES OF REPORTING PERSONS
     
     
    BAM Partners Trust
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Ontario, Canada
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    HC
     
     
     
     
     

    Item 1(a).
    Name of Issuer

    Welsbach Technology Metals Acquisition Corp. (the “Issuer”)

    Item 1(b).
    Address of the Issuer’s Principal Executive Offices

    160 S Craig Place
    Lombard, IL 60148

    Item 2(a).
    Names of Persons Filing

    This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:


    (i)
    OCM Value SPAC Holdings, L.P. (“OCM Value SPAC”);


    (ii)
    OCM Value SPAC Holdings II, L.P. (“OCM Value SPAC II”);


    (iii)
    Oaktree Fund GP, LLC (“Fund GP”) in its capacity as the general partner of each of OCM Value SPAC and OCM Value SPAC II;


    (iv)
    Oaktree Fund GP I, L.P. (“GP I”) in its capacity as the managing member of Fund GP;


    (v)
    Oaktree Capital I, L.P. (“Capital I”) in its capacity as the general partner of GP I;


    (vi)
    OCM Holdings I, LLC (“Holdings I”) in its capacity as the general partner of Capital I;


    (vii)
    Oaktree Holdings, LLC (“Holdings”) in its capacity as the managing member of Holdings I;


    (viii)
    Oaktree Capital Group, LLC (“OCG”) in its capacity as the managing member of Holdings;


    (ix)
    Oaktree Capital Group Holdings GP, LLC (“OCGH GP,” and together with each of the foregoing, the “Oaktree Reporting Persons”) in its capacity as the indirect owner of the class B units of OCG;


    (x)
    Brookfield Corporation (f/k/a Brookfield Asset Management Inc.) (“Brookfield”) in its capacity as the indirect owner of the class A units of OCG; and


    (xi)
    BAM Partners Trust (the “BAM Partnership,” and together with Brookfield, the “Brookfield Reporting Persons) in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield.

    Item 2(b).
    Address of the Principal Business Office, or if none, Residence

    The address of the principal business office of the Brookfield Reporting Persons:

    Brookfield Place, 181 Bay Street, Suite 100, Toronto, Ontario, Canada M5J 2T3

    The address of the principal business office of the Oaktree Reporting Persons is:

    333 S. Grand Avenue, 28th Floor
    Los Angeles, CA 90071

    Item 2(c).
    Citizenship


    See responses to Item 4 on each cover page.

    Item 2(d).
    Title of Class of Securities

    Common Stock, par value $0.0001 per share (the “Common Stock”).

    Item 2(e).
    CUSIP Number

    950415109

    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.

    Item 5.
    Ownership of Five Percent or Less of a Class

    If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have 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

    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: February 14,2024
     
       
     
    OCM VALUE SPAC HOLDINGS, L.P.
       
     
    By: Oaktree Fund GP I, L.P.
     
    Its: General Partner
       
     
    By:
    /s/ Henry Orren
     
    Name: Henry Orren
     
    Title: Authorized Signatory
       
     
    OCM VALUE SPAC HOLDINGS II, L.P.
       
     
    By: Oaktree Fund GP I, L.P.
     
    Its: General Partner
       
     
    By:
    /s/ Henry Orren
     
    Name: Henry Orren
     
    Title: Authorized Signatory
       
     
    OAKTREE FUND GP, LLC
       
     
    By: Oaktree Fund GP I, L.P.
     
    Its: Managing Member
       
     
    By:
    /s/ Henry Orren
     
    Name: Henry Orren
     
    Title: Authorized Signatory
       
     
    OAKTREE FUND GP I, L.P.
       
     
    By:
    /s/ Henry Orren
     
    Name: Henry Orren
     
    Title: Authorized Signatory
       
     
    OAKTREE CAPITAL I, L.P.
       
     
    By:
    /s/ Henry Orren
     
    Name: Henry Orren
     
    Title: Authorized Signatory
       
     
    OCM HOLDINGS I, LLC
       
     
    By:
    /s/ Henry Orren
     
    Name: Henry Orren
     
    Title: Senior Vice President
       
     
    OAKTREE HOLDINGS, LLC
       
     
    By:
    /s/ Henry Orren
     
    Name: Henry Orren
     
    Title: Senior Vice President
       
     
    OAKTREE CAPITAL GROUP, LLC
       
     
    By:
    /s/ Henry Orren
     
    Name: Henry Orren
     
    Title: Senior Vice President


     
    OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
       
     
    By:
    /s/ Henry Orren
     
    Name: Henry Orren
     
    Title: Senior Vice President
       
     
    BROOKFIELD CORPORAITON
       
     
    By:
    /s/ Swati Mandava
     
    Name: Swati Mandava
     
    Title: Managing Director, Legal & Regulatory
       
     
    BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
       
     
    By:
    /s/ Kathy Sarpash
     
    Name: Kathy Sarpash
     
    Title: Secretary


    EXHIBIT LIST
     
    Exhibit A          Joint Filing Agreement, dated as of February 14, 2023, by and among the Reporting Persons (incorporated herein by reference to Exhibit 1 to that certain Schedule 13G filed on February 14, 2023, by the Reporting Persons with the Securities and Exchange Commission).



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