UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Verano Holdings Corp.
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(Name of Issuer)
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Class A subordinate voting shares, no par value
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(Title of Class of Securities)
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92338D101
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(CUSIP Number)
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December 31, 2023
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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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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* The remainder of this cover page shall be filled out for a 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 the disclosures
provided in a prior cover page.
The information required in 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 (the “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).
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CUSIP No. 92338D101
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13G
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Nomura Holdings, Inc.
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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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Japan
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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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20,314,089 (1)
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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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20,314,089 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,314,089
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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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5.9% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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This represents 20,314,089 Subordinate Voting Shares beneficially owned by Nomura Global Financial Products, Inc. (“NGFP”). NGFP is a wholly owned subsidiary of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own
the Subordinate Voting Shares beneficially owned by NGFP.
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| (2) |
The percent of class is calculated based on 343,529,456 Subordinate Voting Shares issued and outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2023
filed with the SEC on November 8, 2023.
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CUSIP No. 92338D101
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13G
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Nomura Global Financial Products, Inc.
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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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Delaware
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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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20,314,089
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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20,314,089
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,314,089
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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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5.9% (3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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BD
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The percent of class is calculated based on 343,529,456 Subordinate Voting Shares issued and outstanding as of November 6, 2023, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2023
filed with the SEC on November 8, 2023.
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CUSIP No. 92338D101
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13G
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Page 4 of 10 Pages
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Item 1.
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(a)
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Name of Issuer:
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Verano Holdings Corp. (the “Issuer”)
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(b)
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Address of Issuer's Principal Executive Offices:
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224 W Hill Street, Suite 400
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| Chicago, IL 60610 | ||
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Item 2.
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(a)
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Name of Person(s) Filing:
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Nomura Holdings, Inc.
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Nomura Global Financial Products, Inc.
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Address of Principal Business Office or, if none, Residence:
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Nomura Holdings, Inc.
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13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan
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Nomura Global Financial Products, Inc.
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Worldwide Plaza
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309 West 49th Street
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New York, NY 10019
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(c)
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Citizenship:
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Nomura Holdings, Inc.
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| Japan | ||
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Nomura Global Financial Products, Inc.
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Delaware
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Title of Class of Securities:
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Class A subordinate voting shares, no par value (“Subordinate Voting Shares”)
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(e)
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CUSIP Number:
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92338D101
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| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________
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CUSIP No. 92338D101
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13G
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Page 5 of 10 Pages
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| Item 4. |
Ownership.
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Items 5-11 of the cover pages are incorporated by reference
| Item 5. |
Ownership of Five Percent or Less of a Class.
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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 owners of more than five percent of the class of securities, check the following
☐.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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See Exhibit B
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Identification and Classification of Members of the Group.
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Not applicable
| Item 9. |
Notice of Dissolution of Group.
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Not applicable
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CUSIP No. 92338D101
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13G
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Page 6 of 10 Pages
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| Item 10. |
Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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CUSIP No. 92338D101
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13G
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Page 7 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
EXECUTED as a sealed instrument this 14th day of February, 2024.
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Nomura Holdings, Inc.
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/s/ Samir Patel
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Name: Samir Patel
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Title: Managing Director
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Nomura Global Financial Products, Inc.
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/s/ Samir Patel
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Name: Samir Patel
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Title: Authorized Officer
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CUSIP No. 92338D101
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13G
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Page 8 of 10 Pages
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Index to Exhibits
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Exhibit |
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A
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Joint Filing Agreement
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B
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Subsidiaries
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CUSIP No. 92338D101
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13G
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Page 9 of 10 Pages
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EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further
agree that this Joint Filing Agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Joint Filing Agreement as of February 14, 2024.
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Nomura Holdings, Inc.
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/s/ Samir Patel
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Name: Samir Patel
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Title: Managing Director
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Nomura Global Financial Products, Inc.
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/s/ Samir Patel
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Name: Samir Patel
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Title: Authorized Officer
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CUSIP No. 92338D101
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13G
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Page 10 of 10 Pages
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EXHIBIT B
SUBSIDIARIES
Nomura Global Financial Products, Inc. is a wholly owned subsidiary of Nomura Holdings, Inc.