Statement of Ownership (sc 13g)
15 February 2022 - 10:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Warrior Technologies
Acquisition Company
(Name of Issuer)
Class A common stock, par value $0.0001 per
share
(Title of Class of Securities)
936273101
(CUSIP Number)
December 31,
2021
(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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x
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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 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 (the “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. 936273101
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13G
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Page 2 of 9 Pages
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1.
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Names of Reporting Persons
Nomura Holdings, Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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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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Citizenship or Place of Organization: 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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1,541,153(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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1,541,153 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,541,153
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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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Not applicable
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11.
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Percent of Class Represented by Amount in Row (9)
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5.6%
(2)
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12.
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Type of Reporting Person (See Instructions)
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HC
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(1)
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This represents 1,541,153 shares beneficially owned by Nomura Global Financial Products, Inc. (“NGFP”). NGFP is a wholly
owned subsidiary of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own the shares beneficially owned by NGFP.
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(2)
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The percent of class is calculated based on 27,600,000 shares of Class A common stock issued and outstanding as of November 17, 2021
as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 filed with the SEC on
November 24, 2021.
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CUSIP No. 936273101
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13G
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Page
3 of 9 Pages
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1.
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Names of Reporting Persons
Nomura Global Financial Products, Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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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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Citizenship or Place of Organization: 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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1,541,153
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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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1,541,153
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,541,153
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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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Not applicable
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11.
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Percent of Class Represented by Amount in Row (9)
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5.6%
(3)
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12.
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Type of Reporting Person (See Instructions)
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BD
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(3)
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The percent of class is calculated based on 27,600,000 shares of Class A common stock issued and outstanding as of November 17, 2021
as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 filed with the SEC on
November 24, 2021.
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CUSIP No. 936273101
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13G
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Page
4 of 9 Pages
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Item 1.
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(a)
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Name of Issuer:
Warrior Technologies Acquisition Company
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(b)
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Address of Issuer's Principal Executive Offices:
400 West Illinois, Suite 1120
Midland, TX 79701
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Item 2.
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(a)
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Name of Person(s) Filing:
Nomura Holdings, Inc.
Nomura Global Financial Products, Inc.
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(b)
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Address of Principal Business Office or, if none, Residence:
Nomura Holdings, Inc.
13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan
Nomura Global Financial Products, Inc.
Worldwide Plaza
309 West 49th Street
New York, NY 10019
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(c)
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Citizenship:
Nomura Holdings, Inc.
Japan
Nomura Global Financial Products, Inc.
Delaware
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(d)
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Title of Class of Securities:
Class A common stock, par value $0.0001 per share
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(e)
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CUSIP Number:
936273101
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Item 3.
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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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x
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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¨
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association 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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¨
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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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(j)
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¨
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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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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CUSIP No. 936273101
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13G
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Page 5
of 9 Pages
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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
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Item 5.
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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 ¨.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control Person.
See Exhibit B
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Item 8.
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Identification and Classification of Members of the Group.
Not applicable
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Item 9.
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Notice of Dissolution of Group.
Not applicable
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CUSIP No. 936273101
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13G
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Page 6
of 9 Pages
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Item 10.
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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, other than activities solely in connection with a nomination under § 240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best
of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true,
complete and correct.
EXECUTED as a sealed instrument this 14th
day of February, 2022.
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Nomura Holdings, Inc.
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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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Nomura Global Financial Products, Inc.
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/s/ Samir Patel
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Name: Samir Patel
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Title: Authorized Officer
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CUSIP No. 936273101
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13G
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Page 7
of 9 Pages
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Index to Exhibits
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Exhibit
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Exhibit
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A
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Joint Filing Agreement
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B
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Subsidiaries
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CUSIP No. 936273101
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13G
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Page 8
of 9 Pages
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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 Securities of the Issuer 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 February 14, 2022.
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Nomura Holdings, Inc.
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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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Nomura Global Financial Products, Inc.
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/s/ Samir Patel
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Name: Samir Patel
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Title: Authorized Officer
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CUSIP No. 936273101
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13G
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Page 9
of 9 Pages
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EXHIBIT B
SUBSIDIARIES
Nomura Global Financial Products, Inc. is a wholly owned subsidiary
of Nomura Holdings, Inc.
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