Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. ___________)*
SURF AIR MOBILITY INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
868927 203
(CUSIP Number)
August 12, 2024
(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 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).
(Continued on following pages)
Page 1 of 10
Exhibit Index on Page 10
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CUSIP # 868927 203
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Page 2 of 9
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1
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NAMES OF REPORTING PERSONS
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GEM Global Yield LLC SCS (“GEM Investor”)
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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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Luxembourg
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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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1,266,998(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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1,266,998(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,266,998(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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9.9%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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| 1. |
Consists of 1,266,998 ordinary shares, $0.0001 par value per share (“Common Stock”) of Surf Air Mobility Inc. (the “Issuer”) held by GEM Investor. GEM GP (as defined below) is the general partner of GEM Investor. Christopher F. Brown is
the sole beneficial owner of GEM GP and has voting and dispositive power over the shares held by GEM Investor.
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| 2. |
The percentage ownership is based upon 12,826,529 shares outstanding, including 1,266,998 shares of Common Stock that are the subject of this Schedule 13G, based on the Issuer’s
current report on Form 8-K, filed on August 19, 2024.
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CUSIP # 868927 203
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Page 3 of 9
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1
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NAMES OF REPORTING PERSONS
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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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1,266,998(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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1,266,998(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,266,998(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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9.9%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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| 1. |
Consists of 1,266,998 shares of Common Stock held by GEM Investor. GEM GP is the general partner of GEM Investor. Christopher F. Brown is the beneficial sole owner of GEM GP and has voting and dispositive power over the shares held by
GEM Investor.
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| 2. |
The percentage ownership is based upon 12,826,529 shares outstanding, including 1,266,998 shares of Common Stock that are the subject of this Schedule 13G, based on the Issuer’s current report on Form 8-K, filed on August 19, 2024.
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CUSIP # 868927 203
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Page 4 of 9
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1
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NAMES OF REPORTING PERSONS
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Christopher F. Brown
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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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United States
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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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1,266,998(1)
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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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1,266,998(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,266,998(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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9.9%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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| 1. |
Consists of 1,266,998 shares of Common Stock held by GEM Investor. GEM GP is the general partner of GEM Investor. Christopher F. Brown is the beneficial sole owner of GEM GP and has voting and dispositive power over the shares held by
GEM Investor.
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| 2. |
The percentage ownership is based upon 12,826,529 shares outstanding, including 1,266,998 shares of Common Stock that are the subject of this Schedule 13G, based on the Issuer’s current report on Form 8-K, filed on August 19, 2024.
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CUSIP # 868927 203
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Page 5 of 9
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| ITEM 1(A). |
NAME OF ISSUER
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Surf Air Mobility Inc. (the “Issuer”)
| ITEM 1(B). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
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12111 S. Crenshaw Blvd.
Hawthorne, California 90250
| ITEM 2(A). |
NAME OF PERSONS FILING
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This Schedule is jointly filed by GEM Global Yield LLC SCS (“GEM Investor”), Gem Global Yield Fund LLC (“GEM GP”), and Christopher F. Brown, a United States citizen. The foregoing entities and person are collectively
referred to as the “Reporting Persons.”
| ITEM 2(B). |
ADDRESS OF PRINCIPAL OFFICE
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The address of the principal place of business of GEM Investor is 12C, rue Guillaume J. Kroll, L-1882 Luxembourg. The address of the principal place of business of the other Reporting Persons is 9 West 57th Street, New
York, NY 10019.
| ITEM 2(C). |
CITIZENSHIP
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See Row 4 of cover page for each Reporting Person.
| ITEM 2(D). |
TITLE OF CLASS OF SECURITIES
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Ordinary shares, $0.0001 par value per share of the Issuer (the “Common Stock”)
| ITEM 2(E) |
CUSIP NUMBER
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868927 203
| ITEM 3. |
Not applicable.
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| ITEM 4. |
OWNERSHIP
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GEM Investor holds 1,266,998 shares of Common Stock. GEM GP is the general partner of GEM Investor. Christopher F. Brown is the sole beneficial owner of GEM GP and has voting and dispositive power over the shares held
by GEM Investor.
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CUSIP # 868927 203
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Page 6 of 9
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| (a) |
Amount beneficially owned:
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See Row 9 of cover page for each Reporting Person.
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Percent of Class:
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See Row 11 of cover page for each Reporting Person.
| (c) |
Number of shares as to which such person has:
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Sole power to vote or to direct the vote:
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See Row 5 of cover page for each Reporting Person.
| (ii) |
Shared power to vote or to direct the vote:
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See Row 6 of cover page for each Reporting Person.
| (iii) |
Sole power to dispose or to direct the disposition of:
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See Row 7 of cover page for each Reporting Person.
| (iv) |
Shared power to dispose or to direct the disposition of:
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See Row 8 of cover page for each Reporting Person.
| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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Not applicable.
| 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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Not applicable.
| 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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Not applicable
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CUSIP # 868927 203
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Page 7 of 9
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SIGNATURES
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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Date: September 11, 2024
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GEM Global Yield LLC SCS
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By:
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/s/ Christopher F. Brown
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Name:
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Christopher F. Brown
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Title:
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Manager
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GEM Global Yield Fund LLC
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By:
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/s/ Christopher F. Brown
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Name:
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Christopher F. Brown
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Title:
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Manager
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By:
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/s/ Christopher F. Brown
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Name:
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Christopher F. Brown
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CUSIP # 868927 203
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Page 8 of 9
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EXHIBIT INDEX
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Found on
Sequentially
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Exhibit
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Numbered Page
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Exhibit A: Agreement of Joint Filing
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10
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CUSIP # 868927 203
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Page 9 of 9
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EXHIBIT A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned and that this
Agreement shall be filed as an exhibit to such Schedule 13G.
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Date: September 11, 2024
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GEM Global Yield LLC SCS
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By:
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/s/ Christopher F. Brown
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Name:
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Christopher F. Brown
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Title:
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Manager
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GEM Global Yield Fund LLC
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By:
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/s/ Christopher F. Brown
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Name:
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Christopher F. Brown
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Title:
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Manager
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By:
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/s/ Christopher F. Brown
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Name:
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Christopher F. Brown
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