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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Non-Voting Convertible Preferred Shares | (1) | (1) | Common Stock (1) | 27,562,500 (1) | $ (1) | I | See Footnote (2) (3) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SUMITOMO MITSUI FINANCIAL GROUP, INC. 1-2, MARUNOUCHI 1-CHOME, CHIYODA-KU TOKYO, M0 100-0005 |
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| SUMITOMO MITSUI FINANCIAL GROUP, INC., By: /s/ Kazuya Ikeda, Name: Kazuya Ikeda, Title: Managing Executive Officer and General Manager, Strategic Planning Dept., Global Business Unit | 08/13/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reflects shares of Series B Non-Voting Convertible Preferred Shares that will automatically convert into non-voting common stock of the issuer on the third anniversary of the date of issuance (and may convert into voting common stock in certain other circumstances described in the Exchange Agreement between the Issuer and Sumitomo Mitsui Banking Corporation ("SMBC")). Upon conversion, each share of Series B Non-Voting Convertible Preferred Shares will convert into 500 shares of the applicable class of common stock of the Issuer, subject to certain adjustments as set forth in the Restated Certificate of Incorporation of the Issuer. The Series B Bon-Voting Convertible Preferred Shares do not have an expiration date. |
| (2) | The reported securities are held directly by SMBC, a direct, wholly-owned subsidiary of Sumitomo Mitsui Financial Group, Inc. ("SMFG"). |
| (3) | The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein. |
| Remarks: The Reporting Person may be deemed to be a director by deputization of the Issuer for purposes of Section 16 of the Securities and Exchange Act of 1934, by virtue of the fact that Mr. Nakashima, President and Group Chief Executive Officer, SMFG, currently serves on the board of directors of the Issuer. |
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