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Management, including the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation (pursuant to Rule 13a-15(b) under the Exchange Act) of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report.
−Removed: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of May 25, 2024, the Company’s disclosure controls and procedures were effective.
+Added: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of November 30, 2024, the Company’s disclosure controls and procedures were effective.
+Added: As discussed above, on June 13, 2024, we completed the OWYN Acquisition.
+Added: As such, the scope of our assessment of the effectiveness of our disclosure controls and procedures did not include the internal control over financial reporting of OWYN and its affiliated entities.
+Added: These exclusions are consistent with the SEC Staff’s guidance that an assessment of a recently acquired business may be omitted from the scope of our assessment of the effectiveness of disclosure controls and procedures that are also part of internal control over financial reporting in the 12 months following the acquisition.
+Added: OWYN and its affiliated entities accounted for 15% of our total assets and 9% of our total net sales as of and for the thirteen weeks ended November 30, 2024.
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal controls over financial reporting during the quarter ended May 25, 2024, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
+Added: As a result of the OWYN Acquisition, we have commenced a project to evaluate the processes and procedures of OWYN’s internal control over financial reporting and incorporate OWYN’s internal control over financial reporting into our internal control over financial reporting framework.
+Added: In addition, as a result of the OWYN Acquisition, we have implemented new processes and controls over accounting for an acquisition, including determining the fair value of the assets acquired and liabilities assumed.
+Added: Except as disclosed above, there were no changes in our internal controls over financial reporting during the quarter ended November 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Inherent Limitations on Effectiveness of Controls
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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.