What changed in this filing

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Item 1A. Risk Factors

2026-09-10 compared with 2025-09-11 · 84 added, 119 removed, 425 unchanged (32% of the section changed)

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In certain cases, we have committed to pricing over the period of a contract with limited-to-no sharing of risks regarding inflation and currency exchange rates.

In addition, we

are obligated under some of our contracts to deliver productivity benefits to our clients, such as reduction in handle time or speed to answer.

In addition, we are obligated under some of our contracts to deliver productivity benefits to our clients, such as reduction in handling time or speed to answer.

The prices we are able to charge for our solutions are affected by a number of factors, including our clients’ perceptions of our ability to add value through our solutions, our competitive position, introduction of new services or products by us or our competitors, our ability to accurately estimate, attain and sustain revenues from client engagements, wage inflation rates, unhedged currency exchange rates, our costs, margins and cash flows over increasingly longer contract periods and general economic and political conditions.

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Any decision by our clients to enter into or further expand insourcing activities in the future could cause us to lose a significant volume of business.

Moreover, companies may not continue to leverage outsourcing services at the same volumes and their outsourcing could be reversed by factors beyond our control, including negative perceptions attached to outsourcing activities or government regulations against outsourcing activities.

Moreover, companies may not continue to leverage outsourcing services at the same volumes and their outsourcing could be reversed by factors beyond our control, including changing economic conditions, negative perceptions attached to outsourcing activities or government regulations against outsourcing activities.

Current or prospective clients may elect to perform such services in-house that may be associated with using an offshore provider.

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Even if the rate at which we convert visitors to customers or subscribers declines, the marketing and lead generation costs that have already been incurred are unlikely to decline correspondingly.

Therefore, such a

decline in conversion rate of consumers visiting our customer acquisition websites is likely to result in reduced revenue and a further reduced margin.

Therefore, such a decline in conversion rate of consumers visiting our customer acquisition websites is likely to result in reduced revenue and a further reduced margin.

We face substantial competition in our business.

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Our operating results may fluctuate from quarter to quarter due to various factors.

Our operating results may vary significantly from one quarter to the next and our business may be impacted by factors such as client loss, the timing of new contracts and of new product or service offerings, termination of existing contracts, variations in the volume of business from clients resulting from changes in our clients’ operations, the business decisions of our clients regarding the use of our solutions, start-up costs, delays or difficulties in expanding our operating facilities and infrastructure, delays or difficulties in recruiting, changes to our revenue mix or to our pricing structure or that of our competitors, inaccurate estimates of resources and

time required to complete ongoing projects, currency fluctuation and seasonal changes in the operations of our clients.

The financial benefit of gaining a new client may not be recognized at the intended time due to delays in the implementation of our solutions or negatively impacted due to an increase in the start-up costs.

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While it is often difficult to predict the impact of general global economic conditions on our business, unfavorable global economic conditions, such as those that occurred during the global financial crisis and economic downturn in 2008 and more recently, during and immediately after the COVID-19 pandemic (the “Pandemic”), could adversely affect the demand for some of our clients’ products and services and, in turn, could cause a decline in the demand for our solutions.

Additionally, several of our clients, particularly in the Telecommunication and Technology verticals, have experienced substantial price competition.

Additionally, several of our clients, particularly in the Telecommunications and Technology verticals, have experienced substantial price competition.

As a result, we face increasing price pressure from such clients, which, if continued, could negatively affect our operating and financial performance.

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In addition, a significant portion of our clients are concentrated in the Retail and E-commerce industry.

For the fiscal year ended June 30, 2025, 26.0% of our revenue was derived from clients in the Retail & E-commerce vertical, 13.1% of our revenue was derived from clients in the Telecommunication vertical, 7.8% of our revenue was derived from clients in the Technology vertical, and 7.4% of our revenue was derived from clients in the Cable vertical.

For the fiscal year ended June 30, 2026, 25.7% of our revenue was derived from clients in the Retail & E-commerce vertical, 17.7% of our revenue was derived from clients in the HealthTech vertical, 14.1% of our revenue was derived from clients in the Travel, Transportation & Logistics vertical, 9.2% of our revenue was derived from clients in the Telecommunication vertical, and 33.3% of our revenue was derived from clients in other verticals.

For these reasons, among others, the occurrence or persistence of unfavorable economic conditions could adversely affect our business, results of operations, financial condition and prospects.

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Our existing debt covenants may affect our flexibility in operating, developing and expanding our business.

Our main financing arrangements contains certain covenants in respect of a total net leverage ratio and fixed charge coverage ratio, and restrictions on incurring additional debt and liens, making certain restricted payments and investments, engaging in certain transactions with affiliates, and disposal of assets.

Our main financing arrangements contain certain covenants in respect of a total net leverage ratio and fixed charge coverage ratio, and restrictions on incurring additional debt and liens, making certain restricted payments and investments, engaging in certain transactions with affiliates, and disposal of assets.

Complying with these covenants may cause us to take actions that make it more difficult to successfully execute our business strategy and we may face competition from companies not subject to such restrictions.

Moreover, our

failure to comply with these covenants could result in an event of default or refusal by our creditors to renew certain of our loans which may have a material adverse effect on our business, financial condition, results of operation and prospects.

If our goodwill or intangible assets become impaired, we could be required to record a significant charge to earnings.

We had goodwill and other intangible assets totaling $12.2 million as of June 30, 2025.

We review our goodwill and indefinite-lived intangible assets for impairment at least annually or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable.

Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or indefinite-lived intangible assets may not be recoverable include declines in stock price, market capitalization or cash flows and slower growth rates in our industry.

We could be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or indefinite-lived intangible assets were determined.

During the year ended June 30, 2025, we determined that the estimated fair value of one of our trademarks no longer exceeded its carrying value and recognized an impairment loss of $0.3 million during the year ended June 30, 2025.

We did not recognize any impairment of goodwill during the year ended June 30, 2025.

Moreover, our failure to comply with these covenants could result in an event of default or refusal by our creditors to renew certain of our loans which may have a material adverse effect on our business, financial condition, results of operation and prospects.

If our goodwill becomes impaired, we could be required to record a significant charge to earnings.

We had goodwill of $11.8 million as of June 30, 2026.

We review our goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable.

Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill may not be recoverable include declines in stock price, market capitalization or cash flows and slower growth rates in our industry.

We could be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill was determined.

We did not recognize any impairment of goodwill during the three years ended June 30, 2026.

Our ability to use our net operating loss carry forwards may be subject to limitation.

As of June 30, 2026, for income tax purposes, we had approximately $16.2 million in estimated U.S.

state and international net operating loss carry forwards that will begin to expire between 2026 and 2039.

state and international net operating loss carry forwards that will begin to expire in 2026.

The timing and manner in which we may utilize net operating losses may be limited by a lack of future taxable income which could adversely affect our ability to utilize our net operating losses before they expire.

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Operational Risks

Our business relies heavily on technology, telephone and computer systems as well as third-party telecommunications providers, which subjects us to various uncertainties.

We rely heavily on sophisticated and specialized communications and computer technology coupled with third-party telecommunications and bandwidth providers to provide high-quality and reliable real-time solutions on behalf of our clients through our delivery centers.

In our Customer Acquisition solution, the majority of our sales are conducted via sales queues in our contact centers.

In both our Customer Acquisition solution and our Customer Engagement solution, we are typically required to record and maintain recordings of telephonic interactions with customers.

We rely on telephone, call recording, customer relationship management and other systems and technology in our contact center operations.

Our business relies heavily on technology, telephone, and computer systems as well as third-party telecommunications and data services providers, which subjects us to various uncertainties.

We rely heavily on sophisticated and specialized communications and computer technology coupled with third-party telecommunications and data services providers to provide high-quality and reliable real-time solutions on behalf of our clients through our delivery centers.

We rely on internet connectivity, telephone, call recording, customer relationship management and other systems and technology in our contact center operations.

Our operations, therefore, depend on the proper functioning of our equipment and systems, including telephone, hardware and software.

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In addition, in some areas of our business, we depend upon the quality and reliability of the services and products of our clients which we help sell to their end customers.

If the solutions we provide to our clients experience technical difficulties or quality issues, if key technology systems and facilities are damaged or compromised, or there are any disruptions in the delivery of our services, we may have a harder time selling services and products to end customers and may be required to make unexpected investments in new systems or technology.

Prolonged disruption of our solutions, even if due to events beyond our control, could also entitle our clients to terminate their contracts with us or result in other brand and reputational damages.

The integration of AI and generative AI technology into our offerings, including our use of third-party providers, could result in operational and reputational harm.

We have, in the past, experienced short-term electricity outages in our near-shore regions due to weather events.

Although we maintain sufficient capacity in our operations infrastructure to meet the needs of all of clients, as well as our own needs, and to ensure that our solutions are accessible, including backup and redundancy mechanisms, and business continuity and disaster recovery plans, disruptions could result from, among other things, technical breakdowns, computer viruses, weather events, global conflicts, and performance or failure by our third-party telecommunications or data services providers.

If the solutions we provide to our clients experience technical difficulties or quality issues, if key technology systems and facilities are damaged or

compromised, or there are any disruptions in the delivery of our services, we may have a harder time selling services and products to end customers and may be required to make unexpected investments in new systems or technology or require us to find alternatives.

Prolonged disruption of our solutions, even if due to events beyond our control, could also entitle our clients to terminate their contracts with us, result in other brand and reputational damages and adversely affect our business, financial results, operations or prospects.

The integration of AI and generative AI technology into our offerings, including our use of third-party providers, could result in operational, legal, regulatory, and reputational harm.

We are increasingly integrating AI into our solutions, including the use of third-party provider offerings, to better position ourselves to offer our clients the most robust set of solutions, while also implementing appropriate governance and controls for its use.

AI is still emerging and likely to be an essential part of our future service offerings.

The development, adoption, and use of generative AI technologies is still in their infancy, and inadequate AI development or deployment practices by us or our third-party developers or vendors could lead to unintended consequences.

We are developing internal governance frameworks to assess and monitor our use of AI and the risks associated with its implementation, including review of third-party AI systems.

AI is rapidly evolving and is likely to be an essential part of our future service offerings.

The development, adoption, and use of generative AI technologies remain at an early stage, and inadequate AI development or deployment practices by us or our third-party developers or vendors could lead to unintended consequences.

We have developed internal governance frameworks to assess and monitor our use of AI and the risks associated with its implementation, including review of third-party AI systems.

While AI offers significant benefits, it also presents risks and challenges to our business.

Some of the recently brought to market third-party AI solutions have the potential of replacing some of our lower tier service offerings.

At the same time, AI solutions are evolving and are not infallible, and issues with data sourcing, technology integration, program bias in decision-making algorithms, flawed algorithms based on insufficient or biased data sets, security challenges and the protection of personal information and privacy could impair our successful and effective adoption of this technology.

Certain third-party AI solutions have the potential to automate or reduce demand for some of our more standardized or lower-complexity service offerings.

At the same time, AI solutions are evolving and are not infallible, and issues with data sourcing, technology integration, bias in data models, or decision-making algorithms, flawed or inaccurate outputs, security challenges, intellectual property, and the protection of personal information and privacy could impair our successful and effective adoption of this technology.

Additionally, any latency, disruption, or failure in these AI systems or infrastructure could cause delays or errors in our offerings.

We are also dependent, in part, on our third-party provider offerings and their ability to effectively and quickly integrate their AI into our solutions.

The legal and regulatory landscape governing AI is also evolving and may impose additional compliance obligations, increase our costs, delay or restrict deployment, or expose us to regulatory or contractual liability.

We are also dependent, in part, on third-party provider offerings and their ability to effectively and quickly integrate AI into our solutions.

We may not have full control over the quality and performance of third-party providers, and therefore, any unexpected deficiencies or problems arising from these third-party providers may cause significant interruptions in the operation of our business.

If our AI solutions or those of our third-party providers are deployed before they are perfected and the output from these AI solutions is deemed by clients to be questionable or inaccurate, our brand and reputation may be harmed and our results of operations may be impacted.

If our AI solutions or those of our third-party providers are deployed before they have been adequately tested, validated, and governed, or if outputs from these AI solutions are deemed by clients to be questionable, inaccurate, or otherwise unacceptable, our brand and reputation may be harmed and our results of operations may be impacted.

On the other hand, if we are too slow to market and are unable to timely and effectively integrate and deploy AI in our offerings, we could fall behind our competitors and our results of operations and future prospects may also be impacted.

Developing, testing, and deploying resource-intensive AI systems may require additional investment and increase our costs.

Developing, testing, deploying and governing resource-intensive AI systems may require additional investments and increase our costs.

Our business is heavily dependent upon our international operations, particularly in the Philippines, Jamaica, Pakistan and Nicaragua and any disruption to those operations would adversely affect us.

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If we fail to maintain good relations with our employees, we could suffer a strike or other significant work stoppage or other form of industrial action, which could harm us.

We may not be able to retain our key personnel or recruit skilled personnel with appropriate

qualifications and experience, or to attract, train, and integrate personnel with necessary experience and skills.

We may not be able to retain our key personnel or recruit skilled personnel with appropriate qualifications and experience, or to attract, train, and integrate personnel with necessary experience and skills.

The outsourcing industry experiences high employee turnover.

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We may also need to increase employee compensation more than in previous periods to remain competitive in attracting the quantity and quality of employees that our business requires.

For the fiscal year ended June 30, 2025, payroll and related costs and stock-based compensation expense accounted for $367 million, or 66%, of our revenue.

For the fiscal year ended June 30, 2026, payroll and related costs and stock-based compensation expense across the total company, including for cost of services and selling, general and administrative expenses accounted for $420 million, or 65%, of our revenue.

Employee benefits expenses in each of the countries in which we operate are a function of the country’s economic growth, level of employment and overall competition for qualified employees in the country.

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Natural events, health epidemics, geopolitical conditions, including developing or ongoing conflicts, widespread civil unrest, terrorist attacks and other acts of violence involving any of the countries in which we or our clients have operations could adversely affect our operations and client confidence.

Natural events (such as floods and earthquakes), health epidemics (including the Pandemic), geopolitical conditions, including developing or ongoing conflicts, widespread civil unrest, terrorist attacks and other acts of violence could result in significant worker absenteeism, increased attrition rates, lower asset utilization rates, voluntary or mandatory closure of our facilities, our inability to meet dynamic employee health and safety requirements, our inability to meet contractual service levels for our clients, our inability to procure essential supplies, travel restrictions on our employees, and other disruptions to our business.

Natural events (such as floods, hurricanes and earthquakes), health epidemics (including the Pandemic), geopolitical conditions, including developing or ongoing conflicts, widespread civil unrest, terrorist attacks and other acts of violence could result in significant worker absenteeism, increased attrition rates, lower asset utilization rates, voluntary or mandatory closure of our facilities, our inability to meet dynamic employee health and safety requirements, our inability to meet contractual service levels for our clients, our inability to procure essential supplies, travel restrictions on our employees, and other disruptions to our business.

For example, a substantial portion of our operations are conducted in the Philippines, Jamaica, Pakistan, and Nicaragua, which have experienced and may continue to face political instability and unrest, natural disasters, acts of terrorism, crime, or similar risks.

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During the year ended June 30, 2026, out of our total payroll and related costs, 30.9% were incurred in the Philippines Peso, 8.9% were incurred in the Jamaican Dollar and 11.6% were incurred in the Pakistani Rupee.

To a lesser extent, we also have exposures to the Nicaraguan Cordoba, Great British Pound, Canadian Dollar, and Honduran Lempira.

To a lesser extent, we also have exposures to the Nicaraguan Cordoba and Honduran Lempira.

Because our financial statements are presented, and revenues are primarily generated, in U.S.

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This may also affect the comparability of our financial results from period to period, as we convert our subsidiaries’ statements of financial position into U.S.

dollars from local currencies at the period-end exchange rate, and income and cash flow statements at average exchange rates for the year.

dollars from local currencies at

the period-end exchange rate, and income and cash flow statements at average exchange rates for the year.

See “Item 7A.

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We also have and may seek to expand operations in emerging market jurisdictions where legal systems may be less developed or familiar to us.

As a result, we are subject to numerous, and sometimes conflicting, legal regimes on matters as diverse as outsourcing, anti-corruption, content requirements, trade restrictions and similar controls, tariffs, taxation, sanctions, export control, anti-corruption, anti-bribery, employment, immigration, internal and disclosure control obligations, securities regulation, anti-competition, data security, privacy, taxation, and labor protection and relations.

As a result, we are subject to numerous, and sometimes conflicting, legal regimes on matters as diverse as outsourcing, content requirements, trade restrictions and similar controls, tariffs, taxation, sanctions, export controls, anti-corruption, anti-bribery, employment, immigration, internal and disclosure control obligations, securities regulation, competition, data security, privacy, and labor protection and relations.

We may be particularly impacted by legal regimes regarding the following:

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In the United States, the privacy and data protection rules and regulations to which we may be subject include those promulgated under the authority of the Federal Trade Commission (“FTC”), state regulators, and regulator enforcement positions and expectations.

Similarly, many foreign countries and governmental bodies, including the EU member states and the United Kingdom, have laws and regulations concerning the processing of personal information obtained from their residents and individuals located in the EU or UK or by businesses operating within their jurisdiction, which are often more restrictive and apply more broadly than those in the United States.

We also are—or would be—subject to data protection and information security laws in other jurisdictions in which we operate, including in the Philippines and Pakistan.

businesses operating within their jurisdiction, which are often more restrictive and apply more broadly than those in the United States.

We are also subject to data protection and information security laws in other jurisdictions in which we operate or are organized, including Bermuda, the Philippines, Jamaica, Pakistan, Nicaragua and Honduras.

Laws in these and other countries are continuing to evolve.

Any actual or perceived failure to safeguard personal information or other information in our possession or control, appropriately destroy or redact such data, or otherwise comply with these regulations may subject us to litigation, regulatory

investigations, or enforcement actions, thus causing damage to our reputation and adversely affect our ability to attract or retain customers.

Any actual or perceived failure to safeguard personal information or other information in our possession or control, appropriately retain, destroy or redact such data, or otherwise comply with these applicable requirements may subject us to litigation, regulatory investigations, or enforcement actions, damage our reputation, and adversely affect our ability to attract or retain customers.

• Telecommunications Laws.

Working with clients in the Telecommunication, Technology and Cable verticals means that we may process or come into possession of data that must be treated with special care.

Working with clients in the Telecommunications, Technology and other verticals means that we may process or come into possession of data that must be treated with special care.

For example, in the United States, telecommunications providers are subject to rules on the use and sharing of Customer Proprietary Network Information (“CPNI”).

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These laws require companies to institute processes and safeguards to comply with these restrictions.

Some of these laws can be enforced by the FTC, FCC, state attorney generals, foreign regulators or private party litigants.

Some of these laws can be enforced by the FTC, FCC, state attorneys general, foreign regulators or private party litigants.

• Import and Export Laws.

Various countries regulate the import and export of certain encryption and other technology, including import and export permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our products or could limit our users’ ability to access our products in those countries.

Changes in our products, or future changes in export and import regulations may prevent our users with international operations from utilizing our products globally or, in some cases, prevent the export or import of our products to certain countries, governments, or persons altogether.

Any change in export or import regulations, economic sanctions, or related legislation, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our products by, or in our decreased ability to export or sell products to, existing or potential users with international operations.

Various countries regulate the import and export of certain encryption and other technology, including import and export permitting and licensing requirements, and have enacted laws that could limit our ability to provide or make available our technology-enabled solutions or could limit our clients’ ability to access or use those solutions in certain countries.

Changes in our solutions, or future changes in export and import regulations may prevent clients with international operations from utilizing our solutions globally or, in some cases, prevent the export, import, provision or use of our solutions in certain countries, or by certain governments or persons altogether.

Any change in export or import regulations, economic sanctions, or related legislation, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our solutions by, or in our decreased ability to provide solutions to, existing or potential clients with international operations.

• Anti-Corruption Laws.

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Unauthorized or improper disclosure of personal information, breach of privacy, whether inadvertent or as the result of a cyber-attack or improperly by our employees, has resulted in liability and could harm us.

Our business depends significantly upon technology infrastructure, telephone systems, data and other equipment and systems.

Internal or external attacks on any of those could disrupt the normal operations of our facilities and impede our ability to provide critical solutions to our clients, thereby subjecting us to liability under our contracts.

In addition, our business involves the use, storage, and transmission of information about our employees, our clients, and customers of our clients in connection with our solutions such as personal information of the customers of our clients.

Our security controls over our systems, as well as other security practices we follow, may not in the future prevent the improper access to or disclosure of personal information or proprietary information.

Such incidents or disclosure could harm our reputation and subject us to significant liability under our client contracts and laws that protect personal information, resulting in increased costs or loss of revenue.

The Company previously experienced a cybersecurity incident in August of 2020.

Threat actors may again attempt to penetrate our systems or those of our vendors or fraudulently induce our personnel or the personnel of our vendors to disclose information in order to gain access to our systems or data or seek to gain a fraudulent payment (such as through a phishing/wire fraud scheme).

Our business depends significantly upon technology infrastructure, telephone systems, data and other equipment and systems, including systems operated by or on behalf of our clients and third-party providers.

Internal or external attacks, system failures, unauthorized access, employee error, or other disruptions affecting any of those systems could disrupt the normal operations of our facilities and impede our ability to provide critical solutions to our clients, thereby subjecting us to liability under our contracts.

In addition, our business involves the use, storage, and transmission of information about our employees, our clients, and our clients’ customers in connection with our solutions, including personal information of our clients’ customers.

Our security controls over our systems, as well as other security practices we follow, may not prevent the improper access to, disclosure, alteration, loss or misuse of personal information or proprietary information.

Such incidents or disclosures could harm our reputation and subject us to significant liability under our client contracts and laws that protect personal information, resulting in increased costs or loss of revenue.

The Company previously experienced a cybersecurity incident in August 2020.

Threat actors may again attempt to penetrate our systems or those of our vendors or fraudulently induce our personnel or the personnel of our vendors to disclose information in order to gain access to our systems or data or seek to obtain fraudulent payments, including through phishing, business email compromise, AI-enabled social engineering or wire fraud schemes.

The number and complexity of these threats continue to increase over time.

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Our insurance coverage may not be adequate to cover losses associated with security incidents, and in any case, such insurance may not cover all of the types of costs, expenses and losses we could incur to address a security incident.

For more information on these risks, see the Risk Factors entitled “Our global operations and customers expose us to numerous legal and regulatory requirements” and “Our business relies heavily on technology, telephone and computer systems as well as third-party telecommunications providers, which subjects us to various uncertainties.” For more information on the compliance costs related to applicable legal and regulatory requirements, see the discussion of Regulation in Part I, Item 1 of this Form 10-K.

For more information on these risks, see the Risk Factors entitled “Our global operations and customers expose us to numerous legal and regulatory requirements” and “Our business relies heavily on technology, telephone and computer systems as well as third-party telecommunications and data services providers, which subjects us to various uncertainties.” For more information on the compliance costs related to applicable legal and regulatory requirements, see the discussion of Regulation in Part I, Item 1 of this Form 10-K.

Others could claim that we infringe on their intellectual property rights or violate contractual protections, which may result in substantial costs, diversion of resources and management attention and harm to our reputation.

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For more information, see the risk factor entitled “Our global operations and customers expose us to numerous legal and regulatory requirements.”

In addition, our effective tax rate could be adversely affected by challenges to our intercompany transactions, changes in the valuation of deferred tax assets and liabilities, changes in tax laws or in their interpretation or enforcement, changes in the mix of earnings in countries with differing tax rates and changes in accounting principles, including U.S.

Tax rates and policies in the jurisdictions in which we operate may change materially as a result of shifting economic, social and political conditions.

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As a result of implementing the Substance Act, Bermuda does not currently appear on the Council’s list of “non-cooperative jurisdictions” for tax purposes.

However, in February 24, 2022, the Council temporarily added Bermuda to the list of cooperative jurisdictions that have committed to implement good tax governance principles (Annex II, also known as the “Grey List”), and in October 2022, Bermuda was returned to being “White Listed,” as it fully complied with the additional requirements of the Council.

October 2022, Bermuda was returned to being “White Listed,” as it fully complied with the additional requirements of the Council.

We are not able to predict how the Bermuda authorities will interpret and enforce the Substance Act or the potential impact of compliance or noncompliance on our results of operations and financial condition.

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Congress have stated that one of their top legislative priorities is significant reform of the Internal Revenue Code.

On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), which introduces a fifteen

percent corporate minimum tax and a one percent excise tax on stock repurchases.

On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), which introduces a fifteen percent corporate minimum tax and a one percent excise tax on stock repurchases.

We continue to evaluate the Inflation Reduction Act and its requirements, as well as its application to our business.

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On December 20, 2021, the OECD released the Pillar Two Model Rules defining the global minimum tax, which call for the taxation of multinational enterprises (having consolidated revenues in excess of €750 million) at a minimum rate of 15%.

The OECD continues to release additional guidance on the two-pillar framework and widespread implementation is anticipated by the end of 2025.

The OECD continues to release additional guidance on the two-pillar framework.

Although these rules are not currently applicable to the Company, the Company operates in participating countries that are expected to implement or have implemented the OECD’s two-pillar agreement by entering into a multilateral convention and enacting domestic legislation.

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As a result, our corporate affairs are governed by the Companies Act which differs in some material respects from laws typically applicable to U.S.

corporations and shareholders, including the provisions relating to interested directors, amalgamations, mergers and acquisitions, takeovers, shareholder lawsuits and indemnification of directors.

corporations and shareholders, including the provisions relating to interested directors, amalgamations, mergers and acquisitions,

takeovers, shareholder lawsuits and indemnification of directors.

Generally, the duties of directors and officers of a Bermuda company are owed to the company only.

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corporations.

The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the

act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws.

The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws.

Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it.

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As of June 30, 2026, The Resource Group International Limited ("TRGI"), beneficially owns, in the aggregate, approximately 13% of our outstanding common shares.

In addition, pursuant to a stockholder's agreement, dated September 15, 2017, between TRGI and us (the "TRGI Stockholder's Agreement"), we will not take or commit to take, or cause or permit any of our subsidiaries to take, certain enumerated actions without TRGI's

consent, to be withheld or given in TRGI's sole discretion.

The TRGI Stockholder's Agreement will remain in effect until the date that TRGI holds less than 10% of all shares issued by us.

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In addition, any sales in the public market of any common shares issuable upon the exercise of the Amazon Warrant by Amazon could adversely affect the market price of our common shares.

We are an “emerging growth company” and a “smaller reporting company”, and certain exemptions from disclosure requirements available to us may make our common shares less attractive to investors.

We are an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced financial disclosure obligations, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved.

We may take advantage of these provisions until we are no longer an EGC.

We would cease to be an EGC upon the earliest to occur of:

the last day of the fiscal year in which we have more than $1.235 billion in annual revenue;

the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates;

the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities;

and June 30, 2026 - the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

If we take advantage of any of these reduced reporting requirements in future filings, the information that we provide to our shareholders may be different than investors might get from other public companies in which they hold equity interests.

We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions.

If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.

Additionally, we qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We may take advantage of certain scaled disclosures available to smaller reporting companies for so long as we qualify as a smaller reporting company.

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

We incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies.

As a public company, we incur significantly greater legal, accounting and other expenses than we incurred as a private company.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), and Nasdaq rules and regulations.

These requirements have increased and will continue to increase our legal, accounting and financial compliance costs and have made and will continue to make some activities more time consuming and costly.

We no longer qualify as an “emerging growth company” or a “smaller reporting company” and may no longer take advantage of certain disclosure exemptions which may cause us to incur increased costs.

As of June 30, 2026, the last day of the fiscal year ending after the fifth anniversary of our initial public offering, we no longer qualified as an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and as such, we may no longer take advantage of certain exemptions available to EGCs including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced financial disclosure obligations, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved.

Additionally, on the last business day of the second quarter of fiscal year 2026, the aggregate market value of the Company’s common shares held by non-affiliate stockholders exceeded $250 million.

As a result, we no longer qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K and may no longer take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements and certain scaled disclosures.

The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly.

In particular, Section 404 of the Sarbanes-Oxley Act (“Section 404”) requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm potentially to attest to, the effectiveness of our internal control over financial reporting.

As an EGC, we avail ourselves of the exemption from the requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404.

However, we may no longer avail ourselves of this exemption when we cease to be an EGC.

When our independent registered public accounting firm is required to undertake an assessment of our internal control over financial reporting, the cost of our compliance with Section 404 will correspondingly increase.

over financial reporting.

Our compliance with applicable provisions of Section 404 will require that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements.

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If we are unable to implement these requirements effectively or efficiently, it could harm our operations, financial reporting, or financial results and could result in an adverse opinion on our internal control from our independent registered public accounting firm.

After we are no longer an EGC, or sooner if we choose not to take advantage of certain exemptions set forth in the JOBS Act, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404.

In that regard, we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

If we are unable to maintain effective internal control over financial reporting, our results of operations and the price of our common shares could be adversely affected.

We cannot assure investors that the measures we have taken to date, and actions we may take in the future, will prevent potential future material weaknesses.

In addition, our independent registered public accounting firm has not performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act because no such evaluation has been required to date.

Once we no longer qualify as an EGC, the independent registered public accounting firm that audits our financial statements will also be required to audit our internal control over financial reporting.

Any delays or difficulty in satisfying these requirements could adversely affect our future results of operations and the price of our shares.

Moreover, it may cost us more than we expect to comply with these control- and procedure-related requirements.

Failure to comply with Section 404 or to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations could potentially result in a loss in investor confidence in our reported financial information and subject us to sanctions or investigations by regulatory authorities.

holders of our common shares may suffer adverse U.S.

tax consequences if we are characterized as a passive foreign investment company.

Based on our gross income and the average value of our gross assets, and our current share price, as well as the nature of our business, we do not expect to be classified as a “passive foreign investment company,” or PFIC, for U.S.

federal income tax purposes for the current tax year or in tax years in the foreseeable future.

A corporation organized outside the United States generally will be classified as a PFIC for U.S.

federal income tax purposes in any taxable year in which at least 75% of its gross income is passive income or, on average, at least 50% of the gross value of its assets is attributable to assets that produce passive income or are held for the production of passive income.

Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions.

Our status in any taxable year will depend on our assets and activities in each year, and because this is a factual determination made annually after the end of each taxable year, there can be no assurance that we will not be considered a PFIC for the current taxable year or any future taxable year.

The market value of our assets may be determined in large part by reference to the market price of our common shares, which is likely to fluctuate.

If we were to be treated as a PFIC for any taxable year during which a U.S.

holder held our common shares, however, certain adverse U.S.

federal income tax consequences could apply to the U.S.

The Company is required by the SEC to establish and maintain effective internal control over financial reporting that provides reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements in accordance with GAAP.

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud.

Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.

Failure to maintain effective internal controls, including any failure to implement required new or improved controls, could result in our inability to conclude that the Company has effective internal control over financial reporting.

If the Company cannot meet its financial reporting obligations in a timely and reliable manner, or prevent fraud, the public perception of the Company and the market price of our shares may be harmed, which could have a negative impact on the Company’s financial position.

A significant portion of our total outstanding shares may be sold into the market in the near future.

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in the absence of such a holder, 25% or more) to appoint a majority of directors to the Board.

While currently there is no 25% or more shareholder, should one arise, these provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many shareholders.

beneficial by many shareholders.

As a result, shareholders may be limited in their ability to obtain a premium for their shares.

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The market price of our common shares may be volatile.

The stock market in general, and the market for equities of newer public companies in particular, have been highly volatile.

As a result, the market price of our common shares is likely to be similarly volatile, and investors

in our common shares may experience a decrease, which could be substantial, in the value of their common shares, including decreases unrelated to our operating performance or prospects, or a complete loss of their investment.

The stock market in general, and the market for equities of newer public companies in particular, has been highly volatile.

As a result, the market price of our common shares is likely to be similarly volatile, and investors in our common shares may experience a decrease, which could be substantial, in the value of their common shares, including decreases unrelated to our operating performance or prospects, or a complete loss of their investment.

The price of our common shares could be subject to significant fluctuations in response to a number of factors, including those listed elsewhere in this “Risk Factors” section and others such as:

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We currently do not plan to declare dividends on our common shares in the foreseeable future.

We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business.

The payment of dividends, if any, would be at the discretion of the Board and would depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our current and future debt agreements and other factors that the Board may deem relevant.

We currently intend to retain our future earnings, if any, to finance the growth and development of our business.

present in our current and future debt agreements and other factors that the Board may deem relevant.

Accordingly, if the Board deems it appropriate not to pay any dividends, our investors may only realize future gains on their investments if the price of their common shares increases, which may never occur.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors