10/16/2024 | Press release | Distributed by Public on 10/16/2024 07:33
Oak Woods Acquisition Corporation
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(Name of Issuer)
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Class A Ordinary Shares, par value $0.0001 per share
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(Title of Class of Securities)
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67190B104
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(CUSIP Number)
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September 30, 2024
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(Date of Event which Requires Filing of this Statement)
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CUSIP No.
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67190B104
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1
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NAMES OF REPORTING PERSONS
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|||
Wolverine Asset Management, LLC
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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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|||
Illinois
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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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6
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SHARED VOTING POWER
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|||
238,651
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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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|||
238,651
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
238,651
|
||||
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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|||
5.19%
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
IA
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||||
CUSIP No.
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67190B104
|
1
|
NAMES OF REPORTING PERSONS
|
|||
Wolverine Holdings, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a)☐
|
||||
(b)☐
|
||||
3
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SEC USE ONLY
|
|||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Illinois
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
||
6
|
SHARED VOTING POWER
|
|||
238,651
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|||
238,651
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
238,651
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
☐
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
5.19%
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
HC
|
||||
CUSIP No.
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67190B104
|
1
|
NAMES OF REPORTING PERSONS
|
|||
Wolverine Trading Partners, Inc.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a)☐
|
||||
(b)☐
|
||||
3
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SEC USE ONLY
|
|||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Illinois
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
||
6
|
SHARED VOTING POWER
|
|||
238,651
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|||
238,651
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
238,651
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
☐
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
5.19%
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
CO/HC
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||||
CUSIP No.
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67190B104
|
1
|
NAMES OF REPORTING PERSONS
|
|||
Christopher L. Gust
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a)☐
|
||||
(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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|||
US Citizen
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
||
6
|
SHARED VOTING POWER
|
|||
238,651
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|||
238,651
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
238,651
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
☐
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
5.19%
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
IN/HC
|
||||
CUSIP No.
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67190B104
|
1
|
NAMES OF REPORTING PERSONS
|
|||
Robert R. Bellick
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a)☐
|
||||
(b)☐
|
||||
3
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SEC USE ONLY
|
|||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|||
US Citizen
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
||
6
|
SHARED VOTING POWER
|
|||
238,651
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|||
238,651
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
238,651
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
☐
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
5.19%
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
IN/HC
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||||
(a)
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Name of Issuer: Oak Woods Acquisition Corporation
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(b)
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Address of Issuer's Principal Executive Offices:
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(a) |
Name of Person Filing:
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(b) |
Address of Principal Business Office or, if None, Residence:
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(c) |
Citizenship:
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(d) |
Title and Class of Securities: Class A Ordinary Shares, par value $0.0001 per share
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(e) |
CUSIP No.: 67190B104
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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;
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(b)
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☐ |
Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐ |
Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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☐ |
Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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☒ |
An investment adviser in accordance with Rule 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 Rule 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 Rule 13d-1(b)(1)(ii)(G);
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(h)
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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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(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;
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(j)
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☐ |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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☐ |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 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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(a) | Amount Beneficially Owned: |
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Wolverine Asset Management, LLC ("WAM") is an investment manager and has voting and dispositive power over 238,651 Class A Ordinary Shares. The sole member and manager of WAM is Wolverine Holdings, L.P. ("Wolverine Holdings"). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. ("WTP"), the general partner of Wolverine Holdings. Each of Wolverine Holdings, Mr. Bellick, Mr. Gust, and WTP have voting and disposition power over 238,651 Class A Ordinary Shares.
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(b)
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Percent of Class: 5.19%
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WAM may be deemed the beneficial owner of 5.19% of the Issuer's outstanding Class A Ordinary Shares and each of Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust may be deemed the beneficial owner of 5.19% of the Issuer's outstanding Class A Ordinary Shares. Percentages were calculated by dividing the number of shares deemed beneficially owned by each reporting person by 4,600,479 (as of August 13, 2024 there were 6,093,125 Class A ordinary shares outstanding per Issuer's 10-Q for the quarter ended June 30, 2024; per the Issuer's 8-K filed October 1, 2024, at an Extraordinary General Meeting held September 26, 2024, holders of 1,492,646 shares elected to redeem, leaving 4,600,470 Class A Ordinary Shares outstanding).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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(ii)
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Shared power to vote or to direct the vote:
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WAM has shared power to vote or direct the vote of 238,651 Class A Ordinary Shares of the Issuer, and each of Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to vote or direct the vote of 238,651 Class A Ordinary Shares of the Issuer, in each case as set forth in Item 4(a) above.
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(iii) |
Sole power to dispose or to direct the disposition of:
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(iv) |
Shared power to dispose or to direct the disposition of:
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WAM has shared power to dispose or direct the disposition of 238,651 Class A Ordinary Shares of the Issuer, and each of Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to dispose or direct the disposition of 238,651 Class A Ordinary Shares of the Issuer, in each case as set forth in Item 4(a) above.
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Item 5.
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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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
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Item 6. |
Ownership of more than Five Percent on Behalf of Another Person.
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Wolverine Flagship Fund Trading Limited is known to have the right to receive the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares of the Issuer covered by this statement that may be deemed to be beneficially owned by WAM.
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Item 7. |
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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Item 8. |
Identification and classification of members of the group.
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Item 9. |
Notice of Dissolution of Group.
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Item 10. |
Certifications.
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Dated: October 15, 2024 | |
Wolverine Asset Management, LLC
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/s/ Kenneth L. Nadel
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Signature
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Kenneth L. Nadel, Chief Operating Officer
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Name/Title
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Wolverine Holdings, L.P.
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/s/Christopher L. Gust
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Signature
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Christopher L. Gust, Managing Director
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Name/Title
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Wolverine Trading Partners, Inc.
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/s/Christopher L. Gust
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Signature
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Christopher L. Gust, Authorized Signatory
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Name/Title
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/s/Christopher L. Gust
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Christopher L. Gust
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/s/ Robert R. Bellick
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Robert R. Bellick
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