Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MSP Recovery, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value
(Title of Class of Securities)
553745100
(CUSIP Number)
May 31, 2022 **
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☒
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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 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.
** This Amendment No. 1 to Schedule 13G is being filed to (i) correct the number of shares of Class A Common Stock reported as beneficially owned by the Reporting Persons, by adding 164,999 shares of Class A Common Stock that were inadvertently
omitted from the original Schedule 13G, and (ii) correct the date exercisable of the Old Warrants (as defined herein).
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).
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CUSIP No.
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553745100
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1
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NAMES OF REPORTING PERSONS
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Nomura Securities International, 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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New York
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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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16,968,029 (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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16,968,029 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,968,029 (1)
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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20.2% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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N/A
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Consists of (i) 303,869 shares of Class A Common Stock, (ii) 277,500 shares of Class A Common Stock the Reporting Person has the right to acquire upon the exercise of warrants with an exercise price of
$0.0001 per share and exercisable within 10 days after May 27, 2022 (“Old Warrants”), and (iii) 16,386,660 shares of Class A Common Stock the Reporting Person has the right to acquire upon the exercise of warrants with an exercise price of
$11.50 per share and exercisable within 30 days after May 27, 2022 (“New Warrants”) beneficially owned as of May 31, 2022.
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| (2) |
Based on 67,270,940 shares of Class A Common Stock outstanding as of July 18, 2022, plus (i) 277,500 Class A Common Stock issuable upon the exercise of the Old Warrants and (ii) 16,386,660 Class A Common Stock issuable upon the exercise
of the New Warrants, each of (i) and (ii) which have been added to the total Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
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CUSIP No.
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553745100
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1
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NAMES OF REPORTING PERSONS
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Nomura Holdings Inc. (1)
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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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16,968,029 (2)
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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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16,968,029 (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,968,029 (2)
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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20.2% (3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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N/A
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| (1) |
Nomura Securities International, Inc. (“NSI”) is a wholly owned subsidiary of Nomura Holdings Inc (“NHI”) and accordingly NHI may be deemed to beneficially own the shares of Class A Common Stock held by NSI.
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| (2) |
Consists of (i) 303,869 shares of Class A Common Stock held directly by NSI, (ii) 277,500 shares of Class A Common Stock NSI has the right to acquire upon the exercise of Old Warrants held directly by NSI,
and (iii) 16,386,660 shares of Class A Common Stock NSI has the right to acquire upon the exercise of New Warrants held directly by NSI.
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| (3) |
Based on 67,270,940 shares of Class A Common Stock outstanding as of July 18, 2022, plus (i) 277,500 Class A Common Stock issuable upon the exercise of the Old Warrants and (ii) 16,386,660 Class A Common Stock issuable upon the exercise
of the New Warrants, each of (i) and (ii) which have been added to the total Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
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Item 1.
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Name of Issuer
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MSP Recovery, Inc.
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Address of Issuer’s Principal Executive Offices
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2701 Le Jeune Road, Floor 10, Coral Gables, Florida 33134
Item 2.
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Name of Person Filing
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Nomura Holdings Inc. (NHI)
Nomura Securities International, Inc. (NSI)
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Address of Principal Business Office or, if none, Residence
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NHI: 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan
NSI: Worldwide Plaza, 309 West 49th Street, New York, NY 10019
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Citizenship
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NHI: Japan
NSI: New York
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Title of Class of Securities
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Class A Common Stock, $0.0001 par value
| (e) |
CUSIP Number
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553745100
| 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) | ☒ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) |
☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) |
☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) |
☒ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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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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☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
| (k) |
☐ | A 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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Item 4.
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Ownership.
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Items 5-11 of the cover page are incorporated by reference.
Pursuant to Rule 13d-1(b)(2), the number of shares reported on the cover page represents the Reporting Persons’ beneficial ownership as of May 31, 2022. As of the date hereof, NHI and NSI may be deemed to beneficially
own 16,694,999 shares of Class A Common Stock, which is approximately 19.96% of the shares of Class A Common Stock outstanding. This amount consists of (i) 342,499 shares of Class A Common Stock held directly by
NSI, (ii) 27,500 shares of Class A Common Stock NSI has the right to acquire upon the exercise of Old Warrants held directly by NSI, and (iii) 16,325,000 shares of Class A Common Stock NSI has the right to acquire upon the exercise of New
Warrants held directly by NSI.
| 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 person has 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.
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Not Applicable
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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See Exhibit B
| Item 8. |
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
| 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.
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.
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Nomura Securities International, Inc.
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Date: July 26, 2022
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By:
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/s/ Fernando Del Puerto
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Name: Fernando Del Puerto
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Title: Managing Director
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Nomura Holdings Inc
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Date: July 26, 2022
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By:
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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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| Attention: |
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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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 Class A Common
Stock of MSP Recovery, Inc. 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 July 26, 2022.
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Nomura Securities International, Inc.
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By:
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/s/ Fernando Del Puerto
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Name: Fernando Del Puerto
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Title: Managing Director
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Nomura Holdings Inc
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By:
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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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EXHIBIT B
SUBSIDIARIES
Nomura Securities International, Inc.. is a wholly owned subsidiary of Nomura Holdings, Inc.