UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
ZETA GLOBAL HOLDINGS CORP.
(Name of Issuer)
Class A common stock, par value $0.001
per share
(Title of Class of Securities)
98956A105
(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) |
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¨ |
Rule 13d-1(c) |
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x |
Rule 13d-1(d) |
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* |
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).
CUSIP No. 98956A105
1. |
|
Names of Reporting Persons
GPI Capital Gemini HoldCo LP |
2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒ (b) ☐ |
3. |
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SEC Use Only |
4. |
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Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With: |
|
5. |
|
Sole Voting Power
16,237,054 |
|
6. |
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Shared Voting Power
0 |
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7. |
|
Sole Dispositive Power
16,237,054 |
|
8. |
|
Shared Dispositive Power
0 |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,237,054 |
10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
11. |
|
Percent of Class Represented by Amount in Row (9)
8.8%(1) |
12. |
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Type of Reporting Person (See Instructions)
PN |
CUSIP No. 98956A105
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1. |
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Names of Reporting Persons
GPI GP LP |
2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒ (b) ☐ |
3. |
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SEC Use Only |
4. |
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Citizenship or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With: |
|
5. |
|
Sole Voting Power
16,237,054 |
|
6. |
|
Shared Voting Power
0 |
|
7. |
|
Sole Dispositive Power
16,237,054 |
|
8. |
|
Shared Dispositive Power
0 |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,237,054 |
10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
11. |
|
Percent of Class Represented by Amount in Row (9)
8.8%(1) |
12. |
|
Type of Reporting Person (See Instructions)
FI |
CUSIP No. 98956A105
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1. |
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Names of Reporting Persons
GPI GP Limited |
2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒ (b) ☐ |
3. |
|
SEC Use Only |
4. |
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Citizenship or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With: |
|
5. |
|
Sole Voting Power
16,237,054 |
|
6. |
|
Shared Voting Power
0 |
|
7. |
|
Sole Dispositive Power
16,237,054 |
|
8. |
|
Shared Dispositive Power
0 |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,237,054 |
10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
11. |
|
Percent of Class Represented by Amount in Row (9)
8.8%(1) |
12. |
|
Type of Reporting Person (See Instructions)
FI |
CUSIP No. 98956A105
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1. |
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Names of Reporting Persons
GPI Capital, 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
Delaware |
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With: |
|
5. |
|
Sole Voting Power
16,237,054 |
|
6. |
|
Shared Voting Power
0 |
|
7. |
|
Sole Dispositive Power
16,237,054 |
|
8. |
|
Shared Dispositive Power
0 |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,237,054 |
10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
11. |
|
Percent of Class Represented by Amount in Row (9)
8.8%(1) |
12. |
|
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 98956A105
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1. |
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Names of Reporting Persons
William T. Royan |
2. |
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒ (b) ☐ |
3. |
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SEC Use Only |
4. |
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Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With: |
|
5. |
|
Sole Voting Power
52,692 |
|
6. |
|
Shared Voting Power
16,237,054 |
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7. |
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Sole Dispositive Power
52,692 |
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8. |
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Shared Dispositive Power
16,237,054 |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,289,746 |
10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
11. |
|
Percent of Class Represented by Amount in Row (9)
8.8%(1) |
12. |
|
Type of Reporting Person (See Instructions)
IN |
CUSIP No. 98956A105
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1. |
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Names of Reporting Persons
Khai Ha |
2. |
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒ (b) ☐ |
3. |
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SEC Use Only |
4. |
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Citizenship or Place of Organization
Canada |
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With: |
|
5. |
|
Sole Voting Power
0 |
|
6. |
|
Shared Voting Power
16,237,054 |
|
7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
16,237,054 |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,237,054 |
10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
11. |
|
Percent of Class Represented by Amount in Row (9)
8.8%(1) |
12. |
|
Type of Reporting Person (See Instructions)
IN |
CUSIP No. 98956A105
1. |
|
Names of Reporting Persons
Aleksander Migon |
2. |
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒ (b) ☐ |
3. |
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SEC Use Only |
4. |
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Citizenship or Place of Organization
Canada |
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With: |
|
5. |
|
Sole Voting Power
0 |
|
6. |
|
Shared Voting Power
16,237,054 |
|
7. |
|
Sole Dispositive Power
0 |
|
8. |
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Shared Dispositive Power
16,237,054 |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,237,054 |
10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
11. |
|
Percent of Class Represented by Amount in Row (9)
8.8%(1) |
12. |
|
Type of Reporting Person (See Instructions)
IN |
(1) |
Calculated pursuant to Rule 13d-3. See Item 4 |
Item 1(a). |
Name of Issuer |
Zeta Global Holdings Corp. (the “Issuer”)
Item 1(b). |
Address of the Issuer’s Principal Executive Offices |
3 Park Ave, 33rd Floor
New York, NY 10016
Item 2(a). |
Names of Persons Filing |
This Schedule 13G is jointly filed
by and on behalf of each of the following:
(i) GPI
Capital Gemini HoldCo LP;
(ii) GPI
GP LP;
(iii) GPI
GP Limited;
(iv) GPI
Capital, LLC;
(v) William T.
Royan;
(vi) Khai
Ha; and
(vii) Aleksander
Migon (collectively, the “Reporting Persons”).
GPI GP LP is the general partner of
GPI Capital Gemini HoldCo LP. GPI GP Limited is the general partner of GPI GP LP. GPI Capital, LLC is the sole member of GPI GP Limited.
Messrs. Royan, Ha and Migon were the members of the Investment Committee of GPI Capital, LLC as of December 31, 2023. Mr. Royan
is a member of the Issuer’s board of directors.
Item 2(b). |
Address of the Principal Business Office, or if none, Residence: |
The principal business office for the Reporting Persons
is:
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
See responses to Item 4 on each cover
page.
Item 2(d). |
Title of Class of Securities |
Class A common stock, $0.001 par value per share (“Class A
Common Stock”).
98956A105.
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: |
Not Applicable.
The responses to Items 5-11 of the
cover pages for each Reporting Person under this Schedule 13G are incorporated herein by reference for each such Reporting Person.
The ownership percentages are calculated
pursuant to Rule 13d-3 of the Act and are based on an aggregate of 184,418,210 shares of Class A Common Stock outstanding as
of October 27, 2023, as reported by the Issuer on its Quarterly Report on Form 10-Q as filed by the Issuer with the Securities
and Exchange Commission on November 2, 2023.
As of December 31, 2023, GPI Capital
Gemini HoldCo LP directly held and may have been deemed to be the beneficial owner of, and have voting and dispositive power over, 16,237,054
shares of Class A Common Stock, which represents 8.8% of the total number of shares of Class A Common Stock outstanding.
Each
of GPI GP Limited (as the general partner of GPI GP LP) and GPI GP LP (as the general partner of GPI Capital Gemini HoldCo LP) may be
deemed to be the beneficial owner of, and have voting and dispositive power over the shares of Class A Common Stock owned by GPI
Capital Gemini HoldCo LP, but each disclaims beneficial ownership of such shares of Class A Common Stock.
Each
of GPI Capital, LLC (as the sole member of GPI GP Limited), and each of William T. Royan, Khai Ha and Aleksander Migon (as members
of the Investment Committee of GPI Capital, LLC) may as of December 31, 2023 be deemed to be the beneficial owner of, and have voting
and dispositive power over the shares of Class A Common Stock owned by GPI Capital Gemini HoldCo LP of
an aggregate of 16,237,054 shares of Class A Common Stock, representing 8.8% of the total shares of Class A Common Stock
issued and outstanding as of such time, but each disclaims beneficial ownership of such shares of Class A Common Stock.
On July 1, 2023, 17,564 shares
of restricted Class A Common Stock were issued to Mr. William T. Royan pursuant to the Issuer’s non-employee director
compensation program, which provides for an annual grant of restricted stock as compensation for service on the board of directors.
Pursuant to Rule 13d-1(d)(k)(1) under
the Securities Exchange Act of 1934, as amended, and as provided in the Joint Filing Agreement filed as Exhibit 99.1 hereto, each
Reporting Person has agreed to file one statement on Schedule 13G, including any amendments thereto.
The filing of this Schedule 13G shall
not be construed as an admission that any of the above-listed entities or individuals is 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 or Control Person |
Not Applicable.
Item 8. |
Identification and Classification of Members of the Group |
Not Applicable.
Item 9. |
Notice of Dissolution of Group |
Not Applicable.
Not Applicable.
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 12, 2024 |
GPI CAPITAL GEMINI HOLDCO LP
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By: |
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GPI GP LP, its general partner |
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By: |
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GPI GP Limited, its general partner |
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By: |
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GPI Capital, LLC, its sole member |
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By: |
/s/
Khai Ha |
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Name: Khai Ha |
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Title: Authorized Signatory |
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GPI GP LP |
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By: |
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By GPI GP Limited, its general partner |
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By: |
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GPI Capital, LLC, its sole member |
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By: |
/s/
Khai Ha |
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Name: Khai Ha |
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Title: Authorized Signatory |
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GPI GP LIMITED |
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By: |
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GPI Capital, LLC, its sole member |
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By: |
/s/
Khai Ha |
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Name: Khai Ha |
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Title: Authorized Signatory |
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GPI CAPITAL, LLC |
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By: |
/s/
Khai Ha |
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Name: Khai Ha |
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Title: Authorized Signatory |
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WILLIAM T. ROYAN |
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/s/
William T. Royan |
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William T.
Royan |
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KHAI HA |
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/s/
Khai Ha |
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Khai Ha |
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ALEKSANDER MIGON |
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/s/
Aleksander Migon |
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Aleksander
Migon |
Exhibit Index
Exhibit 99.1
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on
Schedule 13G (including any and all amendments thereto) with respect to the Class A common stock, $0.001 par value per share, of
Zeta Global Holdings Corp., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree
that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the
accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible
for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that
such information is inaccurate.
This Joint Filing Agreement
may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of February 14, 2022.
Date: February 14, 2022 |
GPI CAPITAL GEMINI HOLDCO LP |
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By: |
GPI GP LP, its general partner |
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By: |
GPI GP Limited, its general partner |
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By: |
GPI Capital, LLC, its sole member |
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By: |
/s/ Mateo Goldman |
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Name: Mateo Goldman |
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Title: Authorized Signatory |
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GPI CAPITAL, L.P.
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By: |
GPI Capital, LLC, its general partner |
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By: |
/s/ Mateo Goldman |
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Name: Mateo Goldman |
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Title: Authorized Signatory |
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GPI GP LP |
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By: |
By GPI GP Limited, its general partner |
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By: |
GPI Capital, LLC, its sole member |
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By: |
/s/ Mateo Goldman |
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Name: Mateo Goldman |
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Title: Authorized Signatory |
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GPI GP LIMITED |
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By: |
GPI Capital, LLC, its sole member |
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By: |
/s/ Mateo Goldman |
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Name: Mateo Goldman |
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Title: Authorized Signatory |
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GPI CAPITAL, LLC |
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By: |
/s/ Mateo Goldman |
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Name: Mateo Goldman |
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Title: Authorized Signatory |
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WILLIAM T. ROYAN |
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/s/ William T. Royan
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William T. Royan |
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KHAI HA |
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/s/ Khai Ha |
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Khai Ha |
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ALEKSANDER MIGON |
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/s/ Aleksander Migon
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Aleksander Migon |
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