Item 1A. Risk Factors.

During the period covered by this report, the Company did not conduct any significant activities other than those related to its formation and the matters contemplated by the Transactions. See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s Registration Statement on Form S-4 (File No. 333-282985) filed with and declared effective by the Securities and Exchange Commission on February 13, 2025, which is incorporated by reference herein.

-13-