UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
CI&T Inc
(Name of Issuer)
Class A common shares, US$0.00005 par value per share
(Title of Class of Securities)
G21307106
(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 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 (“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. G21307106 | SCHEDULE 13G | Page 2 of 15 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International, 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
49,637,891 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
49,637,891 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,637,891 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
70.4% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents (i) 556,699 Class A common shares and (ii) 49,081,192 Class B common shares. The percent of class was calculated based on (i) 20,612,552 Class A common shares outstanding as of September 30, 2023, as disclosed in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on November 17, 2023, plus (ii) the Class B common shares that may be deemed to be beneficially owned by the reporting person as of December 31, 2023, which are treated as converted into Class A common shares only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. G21307106 | SCHEDULE 13G | Page 3 of 15 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International 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
49,637,891 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
49,637,891 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,637,891 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
70.4% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents (i) 556,699 Class A common shares and (ii) 49,081,192 Class B common shares. The percent of class was calculated based on (i) 20,612,552 Class A common shares outstanding as of September 30, 2023, as disclosed in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on November 17, 2023, plus (ii) the Class B common shares that may be deemed to be beneficially owned by the reporting person as of December 31, 2023, which are treated as converted into Class A common shares only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. G21307106 | SCHEDULE 13G | Page 4 of 15 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International LAPEF VI, 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
49,637,891 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
49,637,891 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,637,891 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
70.4% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents (i) 556,699 Class A common shares and (ii) 49,081,192 Class B common shares. The percent of class was calculated based on (i) 20,612,552 Class A common shares outstanding as of September 30, 2023, as disclosed in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on November 17, 2023, plus (ii) the Class B common shares that may be deemed to be beneficially owned by the reporting person as of December 31, 2023, which are treated as converted into Class A common shares only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. G21307106 | SCHEDULE 13G | Page 5 of 15 Pages |
| 1. |
NAMES OF REPORTING PERSONS
LAPEF VI GP Limited Partnership | |||||
| 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
49,637,891 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
49,637,891 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,637,891 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
70.4% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents (i) 556,699 Class A common shares and (ii) 49,081,192 Class B common shares. The percent of class was calculated based on (i) 20,612,552 Class A common shares outstanding as of September 30, 2023, as disclosed in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on November 17, 2023, plus (ii) the Class B common shares that may be deemed to be beneficially owned by the reporting person as of December 31, 2023, which are treated as converted into Class A common shares only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. G21307106 | SCHEDULE 13G | Page 6 of 15 Pages |
| 1. |
NAMES OF REPORTING PERSONS
AI Calypso Brown 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
16,545,963 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
16,545,963 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,545,963 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
44.2% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents (i) 185,565 Class A common shares and (ii) 16,360,398 Class B common shares. The percent of class was calculated based on (i) 20,612,552 Class A common shares outstanding as of September 30, 2023, as disclosed in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on November 17, 2023, plus (ii) the Class B common shares that may be deemed to be beneficially owned by the reporting person as of December 31, 2023, which are treated as converted into Class A common shares only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. G21307106 | SCHEDULE 13G | Page 7 of 15 Pages |
| 1. |
NAMES OF REPORTING PERSONS
AI Iapetus Grey 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
16,545,964 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
16,545,964 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,545,964 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
44.2% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents (i) 185,567 Class A common shares and (ii) 16,360,397 Class B common shares. The percent of class was calculated based on (i) 20,612,552 Class A common shares outstanding as of September 30, 2023, as disclosed in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on November 17, 2023, plus (ii) the Class B common shares that may be deemed to be beneficially owned by the reporting person as of December 31, 2023, which are treated as converted into Class A common shares only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. G21307106 | SCHEDULE 13G | Page 8 of 15 Pages |
| 1. |
NAMES OF REPORTING PERSONS
AI Titan Black 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
16,545,964 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
16,545,964 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,545,964 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
44.2% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents (i) 185,567 Class A common shares and (ii) 16,360,397 Class B common shares. The percent of class was calculated based on (i) 20,612,552 Class A common shares outstanding as of September 30, 2023, as disclosed in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on November 17, 2023, plus (ii) the Class B common shares that may be deemed to be beneficially owned by the reporting person as of December 31, 2023, which are treated as converted into Class A common shares only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| CUSIP No. G21307106 | SCHEDULE 13G | Page 9 of 15 Pages |
| Item 1. | Issuer | |||
| (a) | Name of Issuer: | |||
| CI&T Inc (the “Issuer”) | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| Estrada Guiseppina Vianelli De Napoli, 1455 – C, Globaltech 13.100-000 – Brazil Campinas-State of São Paulo 13086-902 - Brazil | ||||
| Item 2. | Filing Person | |||
| (a) – (c) | Name of Persons Filing; Address; Citizenship: | |||
| (i) Advent International, L.P., a Delaware limited partnership (f/k/a Advent International Corporation);
(ii) Advent International GP, LLC, a Delaware limited liability company;
(iii) Advent International LAPEF VI, LLC, a Delaware limited liability company;
(iv) LAPEF VI GP Limited Partnership, a Delaware limited partnership;
(v) AI Calypso Brown LLC, a Delaware limited liability company;
(vi) AI Iapetus Grey LLC, a Delaware limited liability company;
(vii) AI Titan Black LLC, a Delaware limited liability company (together with AI Calypso Brown LLC and AI Iapetus Grey LLC, the “Advent Managed LLCs”).
The managing members and beneficial owners of each of the Advent Managed LLCs are the following funds (the “Advent LAPEF VI Funds”): Advent Latin American Private Equity Fund VI Limited Partnership, Advent Latin American Private Equity Fund VI-A Limited Partnership (of which Advent LAPEF VI Feeder Limited Partnership is a limited partner), Advent Latin American Private Equity Fund VI-B Limited Partnership, Advent Latin American Private Equity Fund VI-C Limited Partnership, Advent Latin American Private Equity Fund VI-D Limited Partnership, Advent Latin American Private Equity Fund VI-E Limited Partnership, Advent Latin American Private Equity Fund VI-F Limited Partnership, Advent Latin American Private Equity Fund VI-G Limited Partnership, Advent Latin American Private Equity Fund VI-H Limited Partnership, Advent Partners LAPEF VI Limited Partnership and Advent Partners LAPEF VI-A Limited Partnership. The Advent LAPEF VI Funds have direct or indirect ownership interests in the Advent Managed LLCs, but none of the Advent LAPEF VI Funds has voting or dispositive power over any shares. LAPEF VI GP Limited Partnership is the general partner of the Advent LAPEF VI Funds, Advent International LAPEF VI, LLC is the general partner of LAPEF VI GP Limited Partnership, Advent International, L.P. is the sole member and manager of Advent LAPEF VI GP LLC, and Advent International GP, LLC is the general partner of Advent International, L.P. Each of LAPEF VI GP Limited Partnership, Advent International LAPEF VI, LLC, Advent International, L.P. and Advent International GP, LLC may be deemed to have voting and dispositive power over the shares held by the Advent Managed Fund LLCs.
The address of the principal business and the principal office of the Reporting Persons is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069.
During 2023, Advent International Corporation effected a change in the form of entity and became Advent International, L.P. Accordingly, Advent International GP, LLC, which is the general partner of Advent International, L.P., has been added as a Reporting Person on this Schedule 13G. | ||||
| (d) | Title of Class of Securities: | |||
| Class A common shares, US$0.00005 par value per share | ||||
| (e) | CUSIP Number: G21307106 | |||
| CUSIP No. G21307106 | SCHEDULE 13G | Page 10 of 15 Pages |
| 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. | |||
| Item 4. | Ownership. | |||
| (a) — (c) | Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| Number of Shares Beneficially Owned |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Percentage of Common Stock Outstanding |
|||||||||||||||||||
| Advent International, L.P. |
49,637,891 | 49,637,891 | — | 49,637,891 | — | 70.4 | % | |||||||||||||||||
| Advent International GP, LLC |
49,637,891 | 49,637,891 | — | 49,637,891 | — | 70.4 | % | |||||||||||||||||
| Advent International LAPEF VI, LLC |
49,637,891 | 49,637,891 | — | 49,637,891 | — | 70.4 | % | |||||||||||||||||
| LAPEF VI GP Limited Partnership |
49,637,891 | 49,637,891 | — | 49,637,891 | — | 70.4 | % | |||||||||||||||||
| AI Calypso Brown LLC |
16,545,963 | 16,545,963 | — | 16,545,963 | — | 44.2 | % | |||||||||||||||||
| AI Iapetus Grey LLC |
16,545,964 | 16,545,964 | — | 16,545,964 | — | 44.2 | % | |||||||||||||||||
| AI Titan Black LLC |
16,545,964 | 16,545,964 | — | 16,545,964 | — | 44.2 | % | |||||||||||||||||
| CUSIP No. G21307106 | SCHEDULE 13G | Page 11 of 15 Pages |
| 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 or Control Person.
Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group.
The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1). | |
| Item 9. | Notice of Dissolution of Group.
Not applicable. | |
| Item 10. | Certification.
Not applicable. | |
| CUSIP No. G21307106 | SCHEDULE 13G | Page 12 of 15 Pages |
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 14, 2024 | ADVENT INTERNATIONAL, L.P.
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER | |||||
| /s/ Neil Crawford | ||||||
| Name: | Neil Crawford | |||||
| Title: | Vice President of Finance | |||||
| Date: February 14, 2024 | ADVENT INTERNATIONAL GP, LLC | |||||
| /s/ Neil Crawford | ||||||
| Name: | Neil Crawford | |||||
| Title: | Vice President of Finance | |||||
| Date: February 14, 2024 | ADVENT INTERNATIONAL LAPEF VI, LLC | |||||
| By: ADVENT INTERNATIONAL, L.P., MANAGER By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER | ||||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President of Finance | ||||||
| Date: February 14, 2024 | LAPEF VI GP LIMITED PARTNERSHIP | |||||
| By: ADVENT INTERNATIONAL LAPEF VI, LLC, | ||||||
| GENERAL PARTNER | ||||||
| By: ADVENT INTERNATIONAL, L.P., MANAGER | ||||||
| By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER | ||||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President of Finance | ||||||
| CUSIP No. G21307106 | SCHEDULE 13G | Page 13 of 15 Pages |
| Date: February 14, 2024 | AI CALYPSO BROWN LLC | |||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President | ||||||
| Date: February 14, 2024 | AI IAPETUS GREY LLC | |||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President | ||||||
| Date: February 14, 2024 | AI TITAN BLACK LLC | |||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President | ||||||
EXHIBIT 99.1
JOINT FILING AGREEMENT
Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the Class A common shares and the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
| Date: February 14, 2024 | ADVENT INTERNATIONAL, L.P.
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER | |||||
| /s/ Neil Crawford | ||||||
| Name: | Neil Crawford | |||||
| Title: | Vice President of Finance | |||||
| Date: February 14, 2024 | ADVENT INTERNATIONAL GP, LLC | |||||
| /s/ Neil Crawford | ||||||
| Name: | Neil Crawford | |||||
| Title: | Vice President of Finance | |||||
| Date: February 14, 2024 | ADVENT INTERNATIONAL LAPEF VI, LLC | |||||
| By: ADVENT INTERNATIONAL, L.P., MANAGER By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER | ||||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President of Finance | ||||||
| Date: February 14, 2024 | LAPEF VI GP LIMITED PARTNERSHIP | |||||
| By: ADVENT INTERNATIONAL LAPEF VI, LLC, | ||||||
| GENERAL PARTNER | ||||||
| By: ADVENT INTERNATIONAL, L.P., MANAGER | ||||||
| By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER | ||||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President of Finance | ||||||
| CUSIP No. G21307106 | SCHEDULE 13G | Page 15 of 15 Pages |
| Date: February 14, 2024 | AI CALYPSO BROWN LLC | |||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President | ||||||
| Date: February 14, 2024 | AI IAPETUS GREY LLC | |||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President | ||||||
| Date: February 14, 2024 | AI TITAN BLACK LLC | |||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President | ||||||