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.
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TUCOWS INC.
| (Name of Issuer) |
|
Common Stock |
| (Title of Class of Securities) |
898697206 |
| (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:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*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.
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. 898697206
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SCHEDULE 13G/A
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Page 2
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Blacksheep Fund Management Limited
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|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,061,223
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|||
|
7
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SOLE DISPOSITIVE POWER
0
|
|||
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8
|
SHARED DISPOSITIVE POWER
1,061,223
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|||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.95%
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12
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TYPE OF REPORTING PERSON
FI
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CUSIP No. 898697206
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SCHEDULE 13G/A
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Page
3 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Blacksheep Master Fund Ltd.
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
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||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
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SHARED VOTING POWER
1,061,223
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|||
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7
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SOLE DISPOSITIVE POWER
0
|
|||
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8
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SHARED DISPOSITIVE POWER
1,061,223
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.95%
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|||
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12
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TYPE OF REPORTING PERSON
FI
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CUSIP No. 898697206
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SCHEDULE 13G/A
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Page 4
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Herdwick Capital Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
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||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
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6
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SHARED VOTING POWER
1,061,223
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
1,061,223
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.95%
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|||
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12
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TYPE OF REPORTING PERSON
HC, FI
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CUSIP No. 898697206
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SCHEDULE 13G/A
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Page 5
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Alexis Fortune
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
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SHARED VOTING POWER
1,061,223
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
1,061,223
|
|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.95%
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|||
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12
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TYPE OF REPORTING PERSON
HC, IN
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|||
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CUSIP
No. 898697206
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SCHEDULE 13G/A
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Page 6
of 10 Pages
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| Item 1. | (a) Name of Issuer |
Tucows Inc.
| Item 1. | (b) Address of Issuer’s Principal Executive Offices |
96 Mowat Avenue
Toronto, Ontario M6K 3MI, Canada
| Item 2. | (a) Names of Person Filing,: |
This schedule (“Schedule”) is being filed by Blacksheep Fund Management Limited, a company incorporated in Ireland, as investment manager of Blacksheep Master Fund Ltd., a Cayman Islands exempted company. Blacksheep Master Fund Ltd. directly owns the common shares being reported in this Schedule. Herdwick Capital Ltd., an Irish private company limited by shares, as parent company of Blacksheep Fund Management Limited, and Alexis Fortune, as controlling person of Herdwick Capital Ltd., may be deemed to share voting and dispositive power with respect to such shares. Each filer disclaims beneficial ownership with respect to any shares other than the shares owned directly by such filer.
| Item 2. | (b) Address of Principal Business Office or, if None, Residence: |
Blacksheep Fund Management Limited, Herdwick Capital Ltd. and Alexis Fortune -
Rock House, Main Street, Blackrock, Co. Dublin, Ireland A94 YY39.
Blacksheep Master Fund Ltd. - Mourant Ozannes, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108.
| Item 2. | (c) Citizenship: |
Blacksheep Fund Management Limited - Ireland
Blacksheep Master Fund Ltd. - Cayman Islands
Herdwick Capital Ltd. - Ireland
Alexis Fortune - Ireland
| Item 2. | (d) Title of Class of Securities |
Common Stock
| Item 2. | (e) CUSIP No.: |
898697206
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CUSIP No. 898697206
|
SCHEDULE 13G/A
|
Page 7
of 10 Pages
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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: |
| (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); | |
| (c) | ¨ | 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); | |
| (e) | o | 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); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | 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); | |
| (j) | ¨ | 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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CUSIP
No. 898697206
|
SCHEDULE 13G/A
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Page
8 of 10 Pages
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Item 4. Ownership
Item 4(a): Amount Beneficially Owned:
Blacksheep Fund Management Limited - 1,061,223
Blacksheep Master Fund Ltd. - 1,061,223
Herdwick Capital Ltd. - 1,061,223
Alexis Fortune - 1,061,223
Item 4(b): Percent of Class:
Blacksheep Fund Management Limited - 9.95%
Blacksheep Master Fund Ltd. - 9.95%
Herdwick Capital Ltd. - 9.95%
Alexis Fortune - 9.95%
Item 4(c): Number of shares as to which such person has:
(i): Sole power to vote or to direct the vote:
Blacksheep Fund Management Limited - 0
Blacksheep Master Fund Ltd. - 0
Herdwick Capital Ltd. - 0
Alexis Fortune - 0
(ii): Shared power to vote or to direct the vote:
Blacksheep Fund Management Limited - 1,061,223
Blacksheep Master Fund Ltd. - 1,061,223
Herdwick Capital Ltd. - 1,061,223
Alexis Fortune - 1,061,223
(iii): Sole power to dispose or to direct the disposition of:
Blacksheep Fund Management Limited - 0
Blacksheep Master Fund Ltd. - 0
Herdwick Capital Ltd. - 0
Alexis Fortune - 0
(iv): Shared power to dispose or to direct the disposition of:
Blacksheep Fund Management Limited - 1,061,223
Blacksheep Master Fund Ltd. - 1,061,223
Herdwick Capital Ltd. - 1,061,223
Alexis Fortune - 1,061,223
Item 5. 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 [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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CUSIP No. 898697206
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SCHEDULE 13G/A
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Page
9 of 10 Pages
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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.
Dated: February 14, 2022
Blacksheep Fund Management Limited | |||
| By: | /s/ Krupesh Patel | ||
| Krupesh Patel, Chief Executive Officer | |||
Blacksheep Master Fund Ltd. | |||
| By: | /s/ Krupesh Patel | ||
| Krupesh Patel, Chief Executive Officer | |||
Herdwick Capital Ltd. | |||
| By: | /s/ Alexis Fortune | ||
| Alexis Fortune, Director | |||
Alexis Fortune | |||
| By: | /s/ Alexis Fortune | ||
| Alexis Fortune | |||
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CUSIP No. 898697206
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SCHEDULE 13G/A
|
Page 10
of 10 Pages
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Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2022
Blacksheep Fund Management Limited | |||
| By: | /s/ Krupesh Patel | ||
| Krupesh Patel, Chief Executive Officer | |||
Blacksheep Master Fund Ltd. | |||
| By: | /s/ Krupesh Patel | ||
| Krupesh Patel, Chief Executive Officer | |||
Herdwick Capital Ltd. | |||
| By: | /s/ Alexis Fortune | ||
| Alexis Fortune, Director | |||
Alexis Fortune | |||
| By: | /s/ Alexis Fortune | ||
| Alexis Fortune | |||