Business Combinations & Significance

Staff comment: Please remove all references to the non-GAAP measure consolidated Operating EBITDA and associated amounts, including measures the computation of which are based on this measure, such as Pro Forma Operating EBITDA and Return on Equity, since the Corporate Expenses adjustment appears to exclude normal, recurring, cash operating expenses. Refer to Questions 100.01 and 104.04 of the Non-GAAP Financial Measures Corporation Finance Interpretations. letter →

Staff comment: Your Form 10-K for the fiscal year ended December 31, 2025, which has been forward incorporated by reference into your registration statement, reflects the acquisition of Vivasor Holding Company on December 5, 2025. Based on the purchase consideration transferred, this acquisition would appear to exceed the significance thresholds set forth in Rule 1-02(w) of Regulation S-X. As such, please tell us how you have complied with the requirements of Item 2.01 of Form 8-K and Rule 3-05 of Regulation S-X as it relates to this acquisition. letter →

Staff comment: We note that you provide various disclosures regarding your plans to acquire Breeze Autocare in the annual report and that updates were disclosed in the Form 8-K that you filed on December 1, 2025, and in the Form 10-Q that you filed on February 4, 2026, indicating the transaction was completed in exchange for $638.7 million. Please explain to us how you evaluated the significance of this transaction and the requirements in Item 9.01 of Form 8-K, in determining that you would not file an amendment to the Form 8-K within the allotted period of time to include historical financial statements of the entity and pro forma financial statements illustrating the effects of the transaction, based on… letter →

Staff comment: We note your response to prior comment 8. As previously requested, please describe, in detail, the relationship between and ownership in the entities involved in the transaction before and after the acquisition of Gongfa that supports the common control determination for accounting purposes. Refer to ASC 805-50-15-6. Also, your disclosures and response indicate that the company is still evaluating the transaction and its accounting. As this transaction was completed more than a year ago, please explain to us how you have not yet determined the appropriate accounting. letter →

Staff comment: We note your disclosures in Notes 4 and 15, and Form 8-K/A filed November 18, 2025, of the October 2, 2024 Asset Purchase Agreement with Ipsen Biopharmaceuticals, Inc. (“Ipsen”) for the acquisition of Increlex, which includes an obligation to purchase additional inventory over 30 months, in an amount not to exceed €15,000. Please tell us the following: • Tell us your accounting under ASC 805 for the additional inventory purchase obligation as no portion of the purchase price was allocated to this consideration. • Please describe to us the payment terms of the related liability to Ipsen for this additional inventory. • Clarify if your disclosures related to "Remaining Inventory" in the… letter →

Staff comment: You disclose that the acquisition of Gongfa was accounted for as a business combination of entities under common control. Please describe, in detail, the relationship between and ownership in the entities involved in the transaction prior to and after the acquisition of Gongfa that supports the common control determination for accounting purposes. Refer to ASC 805-50-15-6. In addition, you disclose that "the transaction was structured under a VIE framework, with common control established through the power and economic interests of Mr. Li Jiyong." Please provide us with an analysis explaining which entities are VIEs and how you concluded that the acquisition of the VIE met the criteria for… letter →