Capitalization, Equity & Escrow

Staff comment: Please tell us why you have not publicly filed your December 5, 2025 Share Transfer Agreement with Vivasor. For reference, please refer to Item 601(b)(2) and (b)(10) of Regulation S-K. letter →

Staff comment: As your June 30, 2025 annual audited financial statements are prepared in accordance with U.S. GAAP, all interim unaudited financial statements required in the registration statement must also be prepared under U.S. GAAP as required by Item 8.A.5 of Form 20-F. Note that while foreign private issuers are allowed to initially include more current published information, that published data accommodation does not waive the underlying requirement for consistent accounting standards in a registration statement. Please revise to disclose the following: • Revise to replace your current December 31, 2025 interim unaudited financial statement prepared under IFRS with financial statements prepared… letter →

Staff comment: We acknowledge your response to prior comment four. Please revise to address the following: • Revise the total capitalization amount in the table to reconcile to the balance sheet rather than using market capitalization; • Include a double line underneath the cash and cash equivalents and short-term investments numbers to distinguish them from the capitalization line items; and • Explain what the 'All other assets' line item represents and why it is included in the table. letter →

Staff comment: You disclose, “there have been no material changes to the items disclosed as critical accounting policies and estimates,” including goodwill, since the disclosure in the Form 10-K. Please expand your disclosure to address the subsequent substantial decrease in market capitalization and the impact on your assessment of the likelihood of future material goodwill impairment charges. Tell us and disclose your consideration of ASC 350-20-35-30 and the need to perform a more recent impairment test. letter →

Staff comment: Please revise your statement of capitalization and indebtedness as of a date no earlier than 60 days prior to the date of the registration statement. Refer to Item 3.B of Form 20- F. letter →

Staff comment: Please provide us with the calculation of total capitalization. letter →

Staff comment: The second line item on page 1 reports the third consecutive quarter of adjusted profit and discussions on pages 3 and 4 discuss adjusted selling, general and administrative expenses and adjusted operating income leveraged basis points and percentages of net sales without presenting or discussing the most directly comparable GAAP measure with equal or greater prominence. Please revise future disclosures to comply with Item 10(e)(1)(i)(A) of Regulation S-K or explain why a revision is not necessary. Refer to Question 102.10(a) of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. 4. Reference is made to page 7. Please tell us the Adjusted net income (loss)… letter →

Staff comment: Please clarify when the $250,000 escrow related to the Consent Assets was funded, whether the funds are held by a third party, and whether there is a time period during which you must exercise your right to terminate the January 10, 2025 deal for the Consent Assets in order to receive the return of the escrow amount. In addition, please revise to expressly state, if true, that the option was never exercised and has been terminated. The Staff is advised that the escrow was funded in January 2025 at closing of the acquisition of the USNC Assets and is currently held by Western Alliance Bank. The Company has the right to request the return of the escrow funds if the Canadian Consents were not… letter →

Staff comment: We note that you recorded material goodwill and intangible asset impairment charges in prior periods. We also note that the assessment of goodwill for impairment is identified by your auditor as a critical audit matter in their audit report. Based on the continued materiality of goodwill and intangible assets to your financial statements, underlying negative operating trends, and the fact that your net book value exceeds your market capitalization, please more fully explain to us how you determined the estimated fair values of your reporting units exceed their carrying values. In addition, to the extent you conclude an impairment charge that could materially impact your financial statements… letter →

Staff comment: Please revise the Preferred Equity line item of the Consolidated Schedule of Investments on page 11 of the Annual Report to disclose the number of shares held. letter →

Staff comment: The Staff notes that the financial statements for 3730 S. Main St., Pearland, Texas (“Pearland”) is recorded as a note payable. However, the Fund is characterizing Pearland as a Preferred Equity investment in the Fund’s Consolidated Schedule of Investments. Please confirm what is the appropriate characterization of this investment. letter →

Staff comment: Please explain why the preferred equity investment in Pearland in the Fund’s Consolidated Schedule of Investments was not included in the Transactions with Affiliated Companies table in Note 5 on page 35 of the Annual Report. Please also confirm that this preferred equity investment was included in the significant subsidiary test. letter →