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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.
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CUSIP No. 151190105
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Page 2 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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Dragasac Limited
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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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☐
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(b)
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☒
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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Isle of Man
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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63,356,326 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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63,356,326 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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63,356,326 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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27.8% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 151190105
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Page 3 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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Resorts World Inc Pte. Ltd.
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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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☐
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(b)
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☒
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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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19,500,000 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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19,500,000 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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19,500,000 (1)
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||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.3% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 151190105
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Page 4 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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Genting Berhad
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
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(b)
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☒
|
||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Malaysia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
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0
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|||
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8
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SHARED VOTING POWER
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82,856,326 (1)
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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||
82,856,326 (1)
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
82,856,326 (1)
|
|
|
|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
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|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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33.5% (2)
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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CUSIP No. 151190105
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Page 5 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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Lim Kok Thay
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
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||
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|
|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Malaysia
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
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415,357
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|||
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|
||||
8
|
SHARED VOTING POWER
|
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||
82,856,326 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
415,357
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
82,856,326 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
83,271,683 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
33.6% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
IN, HC
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|||
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CUSIP No. 151190105
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Page 6 of 11 Pages
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Item 2. |
Identity and Background
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i. |
Dragasac Limited, an Isle of Man limited company (“Dragasac”);
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ii. |
Resorts World Inc Pte. Ltd., a Singapore private company (“RWI”);
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iii. |
Genting Berhad, a Malaysian public company; and
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iv. |
Lim Kok Thay, a Malaysian citizen (“Mr. Lim”).
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CUSIP No. 151190105
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Page 7 of 11 Pages
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Item 3. |
Source and Amount of Funds or Other Consideration
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CUSIP No. 151190105
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Page 8 of 11 Pages
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CUSIP No. 151190105
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Page 9 of 11 Pages
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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CUSIP No. 151190105
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Page 10 of 11 Pages
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7. |
Material to be Filed as Exhibits
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Joint Filing Agreement, dated January 17, 2024.
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Exhibit 99.9
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Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on January 17, 2024).
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Exhibit 99.10
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Form of New Dragasac Warrant (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Issuer with the SEC on January 17, 2024).
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Exhibit 99.11
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Amended Dragasac Warrants (incorporated by reference to Exhibit 10.4 to the Form 8-K filed by the Issuer with the SEC on January 17, 2024).
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Exhibit 99.12
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Dragasac Investor Rights Agreement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by the Issuer with the SEC on January 17, 2024).
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Exhibit 99.13
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Second Amended Loan Agreement (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Issuer with the SEC on January 17, 2024).
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Exhibit 99.14
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Form of Tranche 1 Warrant (incorporated by reference to Exhibit 10.6 to the Form 8-K filed by the Issuer with the SEC on January 17, 2024).
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Exhibit 99.15
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Form of Tranche 2 Warrant (incorporated by reference to Exhibit 10.7 to the Form 8-K filed by the Issuer with the SEC on January 17, 2024).
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Exhibit 99.16
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Form of Support Agreement (incorporated by reference to Exhibit 10.9 to the Form 8-K filed by the Issuer with the SEC on January 17, 2024).
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Exhibit 99.17
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RWI Investor Rights Agreement (incorporated by reference to Exhibit 10.8 to the Form 8-K filed by the Issuer with the SEC on January 17, 2024).
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CUSIP No. 151190105
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Page 11 of 11 Pages
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Dragasac Limited
|
||
By:
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/s/ Tan Kong Han
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Name:
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Tan Kong Han
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Title:
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Director
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Resorts World Inc Pte. Ltd.
|
||
By:
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/s/ Hiu Woon Yau
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Name:
|
Hiu Woon Yau
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Title:
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Director
|
|
Genting Berhad
|
||
By:
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/s/ Loh Bee Hong, Elaine
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Name:
|
Loh Bee Hong, Elaine
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Title:
|
Company Secretary
|
|
Lim Kok Thay
|
||
/s/ Lim Kok Thay
|
Dragasac Limited
|
||
By:
|
/s/ Tan Kong Han
|
|
Name:
|
Tan Kong Han
|
|
Title:
|
Director
|
|
Resorts World Inc Pte. Ltd.
|
||
By:
|
/s/ Hiu Woon Yau
|
|
Name:
|
Hiu Woon Yau
|
|
Title:
|
Director
|
|
Genting Berhad
|
||
By:
|
/s/ Loh Bee Hong, Elaine
|
|
Name:
|
Loh Bee Hong, Elaine
|
|
Title:
|
Company Secretary
|
|
Lim Kok Thay
|
||
/s/ Lim Kok Thay
|