MD&A: Results & Known Trends

Company response: The Company acknowledges the Staff’s comment and confirms that in the future it will include disclosure regarding non-recurring income in the MD&A or in the notes to its financial statements in its Quarterly Reports on Form 10-Q and its next Annual Report on Form 10-K consistent with the following: Revenue Recognition We do not accrue as a receivable interest on loans and debt securities for accounting purposes if we have reason to doubt our ability to collect such interest. OIDs, upfront loan origination fees, amendment fees, market discounts or premiums are accreted or amortized using the effective interest method as interest income. We record prepayment premiums on loans and debt… response letter →

Company response: We respectfully acknowledge the Staff's comment and are providing additional details and references to identify the materiality considerations that we used when determining the items to disclose in MD&A, as well as the referenced rate reconciliation contained within Note 14, Income Taxes. The “one-time tax adjustment” referenced as a cash flow benefit on page 23 in Liquidity and Capital Resources relates to changes to the timing of deduction of previously capitalized domestic research and development expenses under IRC Section 174 from the One Big Beautiful Bill Act. We are deducting the remaining unamortized domestic research and development costs over two years (half in 2025 and the other… response letter →

Company response: Please do not hesitate to contact the undersigned at (718) 709-3093 or at [email protected] with any questions or comments. response letter →

Company response: to the Staff’s request, the Company proposes to expand its discussion of revenue in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“ MD&A ”) to include additional quantitative and qualitative information, as shown in the following proposed disclosure, regarding key drivers of revenue growth in the relevant period. Below is an example of such expanded disclosure using 2025 figures. “Revenue for the year ended December 31, 2025 increased by $902.3 million, or 69%, compared to the prior year. The growth in revenue was primarily due to an increase in advertising revenue of $877.0 million, or 74%, as compared to the prior year driven primarily by an… response letter →

Company response: to the Staff’s request, the Company proposes to expand its disclosure in the income tax footnote of the consolidated financial statements and in MD&A in its Q1 2026 Form 10-Q (and in future filings as appropriate) as follows: United States Securities and Exchange Commission Division of Corporation Finance “Given our recent history of generating net income in the United States, we believe that there is a reasonable possibility that sufficient positive evidence may become available within the next 12 months to allow us to release a significant portion of the federal valuation allowance. The reversal would result in a significant income tax benefit in the period when we release it. However,… response letter →

Company response: We acknowledge the Staff’s comment, and confirm that, in future filings, the Company will quantify all factors that we believe materially impact changes in financial statement line items and are reasonably practicable to quantify. We also confirm that disclosures based on that standard will be provided for each significant income statement line item, as outlined in the example disclosure below, as well as for the segment discussion. In certain instances, the Company refers to factors that are not reasonably practicable to quantify. In some cases, but not all, multiple interrelated factors—such as pricing, volume, and mix—cannot be response letter →

Company response: We acknowledge the Staff’s comment. Consistent with our policy, we elected to bypass the qualitative assessment and performed a quantitative goodwill impairment analysis for each of the reporting units as of December 27, 2025. ASC 350-20-35-3B provides the unconditional option to bypass the qualitative assessment and proceed directly to the quantitative goodwill impairment test. We elected this approach for all reporting units due to the length of time that had elapsed since our previous quantitative assessment. response letter →

Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will revise future filings, beginning with its next Form 10-Q, to the extent practicable, to quantify the impact of each material factor contributing to material changes in its results of operations, rather than describing such factors qualitatively only. In future filings, when multiple material factors contribute to a change in a financial statement line item, the Company will quantify the impact of each material driver, including by product line, geographic market, or other relevant category, as appropriate, to provide investors with a more transparent understanding of the underlying reasons for the… response letter →

Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will enhance its future disclosures regarding period-to-period fluctuations in revenue to provide a more detailed quantified analysis of the material drivers of such changes. Specifically, in future filings, the Company will, to the extent material and practicable, expand its MD&A revenue discussion to quantify changes in product mix, including the types of systems sold. The Company will also continue to quantify changes in other material revenue components, such as contactors, services, and other categories, as applicable, to provide investors with greater insight into the underlying causes of… response letter →

Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that management has considered the impact of changes in its business and related end markets, including demand associated with generative AI and the electrification of transportation and infrastructure, in its determination of operating segments and related disclosures. As disclosed in Note 16 to the Company’s fiscal 2025 Annual Report on Form 10-K and Note 13 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 28, 2025, the Company has concluded that it operates as a single operating and reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) reviews financial… response letter →

Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will enhance its MD&A in future filings, including the Overview section, to provide a more robust discussion of the quality of its earnings and cash flows and the potential variability of its operating results. 5 As disclosed in the Company’s filings, the Company’s business has experienced significant changes in product mix and end-market demand, including reduced near-term demand in certain silicon carbide applications tied to electric vehicle market softness, and increased activity in artificial intelligence, data center, silicon photonics, Gallium Nitride, and packaged-part burn-in applications,… response letter →

Company response: The disclosure referenced on page 37 that states, "We generally sell our products on a spot basis and as such, were exposed to sales prices on our products that decreased faster than the cost of the related raw materials" was intended 1 to convey an aggregated trend at the consolidated level and is reflected in the consolidated net sales and cost of sales explanations, on pages 40 and 41, where we disclose that "Net sales for fiscal 2025 decreased. . .primarily attributed to decreased average selling prices of $381.8 million" and "Cost of sales increased $50.1 million. . .the increase. . .was partially offset by lower input costs of $10.1 million." As the segment discussions are using… response letter →

Company response: Refer to Item 303(b)(3) of Regulation S-K and Section V of SEC Release No. 33-8350 for guidance. Company Response: In future filings, we will expand our critical accounting estimates disclosure to address all reporting units. We have included an example, italicized below, of what we would expect to disclose in a future filing assuming the facts and circumstances at September 30, 2025 and starting at the paragraph on page 51 beginning with "In fiscal 2025, the Company recorded a goodwill impairment on the Mechanical reporting unit of $18.9 million. . ." In fiscal 2025, the Company recorded a goodwill impairment on the Mechanical reporting unit of $18.9 million as a result of its annual… response letter →

Company response: The Company considered the requirements of Item 303(b) of Regulation S-K in preparing its MD&A for the quarterly period ended January 3, 2026, including whether to separately discuss changes in segment income from operations, which is the primary segment profitability measure reviewed by the Chief Operating Decision Maker (“CODM”) and disclosed in Note 15 to the consolidated condensed financial statements. As disclosed in Note 15, the CODM evaluates performance and allocates resources primarily based on income from operations, and the CODM is regularly provided with segment-level revenue, cost of sales, selling, general and administrative (“SG&A”) expense, and research and development… response letter →

Company response: The Company acknowledges the Staff’s comment and the guidance in Item 303(b) of Regulation S-K. In preparing the MD&A, the Company identified multiple factors contributing to period-to-period changes in net revenue and other income statement line items, including changes in volume, product and customer mix, pricing, and other factors. In response to the Staff’s comment, the Company will revise its future filings to quantify, where possible, the impact of each material contributing factor, including any offsetting factors, in dollars and/or percentages, and to expand its discussion of the underlying reasons driving these changes. The Company will apply this enhanced level of quantification… response letter →

Company response: The Company respectfully acknowledges the Staff's comment. In future filings, beginning with the Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2026, we will revise the discussion of financial condition under Item 303(b) of Regulation S-K to provide disclosure of material period-over-period changes in our loan balances by product type, including quantification and discussion of the factors driving material changes. Results of Operations Comparison of the Years Ended June 30, 2025 and 2024, page 68 response letter →

Company response: The Company respectfully acknowledges the Staff's comment and advises the Staff that, beginning with the Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2026, the Company will expand its MD&A discussion of period-over-period changes in revenue line items to decompose material changes into their rate and volume components, to the extent applicable and material. * * * * * * response letter →

Company response: If applicable, indicate the volume vs price increase of carbon credits. Please also revise future filings as applicable. Response: We acknowledge the Staff’s comment. The significant increase in revenue during the six months ended November 30, 2025 (the first six months of fiscal year 2026) was primarily driven by: · Increased trading activity in carbon credits through our new trading subsidiary, Karbon-X Trading Limited; · Higher volumes of credits sold compared to the prior year period Contribution of the new trading subsidiary During the six months ended November 30, 2025, our new trading subsidiary, Karbon-X Trading Limited, became fully operational and engaged in spot and forward… response letter →

Company response: to comment one. Please further revise your future filings as applicable to highlight that the change in fair value of contingent consideration of $15.0 million recognized during the three months ended August 31, 2025, resulted in net income for the period then ended, when we note you historically report a net loss. We appreciate the Staff’s comment and respectfully submit that we will revise our future filings pursuant to your comment above. response letter →

Company response: We respectfully acknowledge the Staff’s comments and will expand our disclosures to include a comparative analysis and discussion of changes in cash flows from operating activities in future filings. The following is an example of the future disclosure: Cash Flows from Operating Activities Our cash flow provided by operations is primarily from net sales and membership fees. Cash flow used in operations generally consists of payments to merchandise suppliers, warehouse operating costs, including wages and employee benefits, utilities, credit and debit card processing fees, and operating leases. Cash used in operations also includes payments for income taxes. Changes in our net investment in… response letter →

Company response: Our selling, general and administrative expenses consist of expenses related to selling products, including personnel and related expenses, amortization of intangibles, marketing and promotion expenses, and travel expenses; and administrative expenses, primarily personnel costs, related to certain executive officers, information technology, accounting and human resources; and the fair value accretion of any earnout liabilities. We intend to include a description of our selling, general and administrative expenses in the notes to our audited consolidated financial statements in future filings beginning with our Form 10-K for the year ending March 29, 2026. U.S. Securities and Exchange… response letter →

Company response: Refer to Item 303(b)(3) of Regulation S-K and Section V of SEC Release No. 33-8350 for guidance . Company Response In future filings, to the extent applicable, we will include as part of our critical accounting estimate disclosures the fact that no reporting units are at risk of failing the impairment test as they have a fair value that is substantially in excess of carrying value. Our proposed revised wording for this critical accounting estimate is below (changes underlined for emphasis). Proposed wording in future Form 10-K filings: Goodwill and Other Long-Lived Assets Our Management annually reviews goodwill and other long-lived assets for impairment or whenever events or changes in… response letter →

Company response: The Company respectfully acknowledges the Staff’s comment and refers the Staff to its response to comment 1 above for future disclosures regarding the number of quarterly unique active providers using its workflow tools. The Company notes that user engagement metrics have been referenced on earnings calls periodically, primarily in response to analyst and investor questions from prior periods, to provide supplemental context regarding platform activity. These references were not intended to convey that management relies on such metrics to evaluate financial condition or allocate resources. The majority of the engagement metrics identified in the Staff's comment were referenced… response letter →

Company response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has considered the disclosure requirements of Item 303(c) of Regulation S-K, however, the discussion regarding policy headwinds in the February 5, 2026 earnings call did not result in a material change to our liquidity and results from operations for the three and nine months ended December 31, 2025, and was only intended to provide additional color to analysts and investors on industry dynamics due to uncertainty surrounding the Most Favored Nation (“MFN”) pricing negotiations between certain pharmaceutical companies and the federal government. As of February 5, 2026, sixteen out of the seventeen… response letter →

Company response: We respectfully advise the staff as follows: The Company’s revenue for the years ended April 30, 2025 and 2024 were S$167,707 (approximately US$128,464) and S$1,882,803 (approximately US$1,380,848), respectively, representing a decrease of 91.1%. This reduction in revenue was primarily attributed to a reduction in sales orders from our largest customers due to a change in our business strategy in which we directly interact with our customers. As a result, the Company has expanded its sales channel from selling to our distributors to selling directly to customers, with the price of the products remaining largely unchanged, leading to a decline in revenue where sales to distributors have… response letter →

Company response: to the Staff’s comment, the Company respectfully submits that we will revise our future filings, as necessary, to describe the events that transpired during the three months ended August 31, 2025 that resulted in our determination that the $15.0 million payout was no longer likely to occur at all. response letter →

Company response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that, consistent with the requirements of Item 303 of Regulation S-K, management considers and discloses matters in its periodic reports that are necessary to an understanding of the Company’s financial condition, changes in financial condition and results of operations, including factors that have had, or are reasonably likely to have, a material impact on the Company’s results of operations, financial condition, or liquidity. Management has considered whether to provide a quantified discussion of total advertiser spend and concluded that such quantified discussion would not provide meaningful insight into the… response letter →

Company response: We acknowledge the Staff’s comment. In response thereto, we advise the Staff that in our presentation in future filings, commencing with the next 10-K filing, we will disclose if the fair value of a reporting unit substantially exceeds carrying value and is not at risk of failing, or if the fair value of a reporting unit does not substantially exceed the carrying value of the reporting unit, we will include the following disclosures: • the percentage by which fair value exceeded carrying value at the date of the most recent test; • a more detailed description of the methods and key assumptions used and how the key assumptions were determined; • a discussion of the degree of uncertainty… response letter →

Company response: We acknowledge the Staff’s comment and will revise future disclosures to comply with Item 10(e)(1)(i)(A) of Regulation S-K by presenting or discussing the most directly comparable GAAP measure with equal or greater prominence. response letter →

Company response: The Company respectfully acknowledges the Staff’s comment. In future filings, beginning with the Company’s Form 10-K for the year ending February 28, 2026, we will expand our disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations to include information substantially similar to the following (example based on amounts from the 10-Q for the fiscal quarter ended November 30, 2025): Sales for the AZZ Metal Coatings segment increased $26.4 million, or 15.7%, for the current quarter, compared to the prior year quarter. The increase was primarily due to $30.0 million resulting from a higher volume of steel processed, primarily due to increases in the… response letter →

Company response: The Company respectfully acknowledges the Staff's comment and provides the following information in response. We do not track research and development (“R&D”) expenses by candidate or program. Therefore, preparing such information solely for external disclosure would not reflect management’s view of the business or how R&D activities operate and are managed. A significant portion of our R&D spending relates to the development, optimization, and operation of our core therapeutic platforms rather than any single drug candidate. The Company will disclose the fact that it does not track R&D expenses by candidate or program in our MD&A. The Company tracks R&D by the nature of the following… response letter →

Company response: The Company respectfully acknowledges the Staff’s comment and confirms that the only segment expense information regularly provided to the CODM is segment Selling, general and administrative expenses. However, as both segment Net sales and segment Gross profit (loss) are also regularly provided to the CODM, segment Cost of sales is significant and easily computable from information regularly provided to the CODM. In future filings, the Company will include disclosure of segment Cost of sales in accordance with the guidance in ASC 280-10-50-26A and 55-15B. Please see the response to Comment 4 below for an illustrative example of future planned disclosures. Further, in accordance with… response letter →

Company response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that, in preparing its periodic disclosures, management considers and discloses matters that have had, or are reasonably likely to have, a material impact on the Company’s results of operations, consistent with Item 303(a) of Regulation S-K. Management has considered whether to provide quantified disclosure of changes in digital advertising spend by channel, including CTV, and concluded that such quantified disclosure would not provide meaningful insight into the Company’s operating performance. The allocation of advertising spend among digital channels reflects customer-directed purchasing decisions, rather… response letter →

Company response: The Company acknowledges the Staff’s comment, and in future filings, beginning with our Form 10-Q for the quarter ended September 30, 2025, we will expand disclosures to provide additional quantitative information related to material factors contributing to period-over-period changes in our operating cash flows. In future filings, we intend to expand our disclosures to be similar to the example provided in the below revised disclosure excerpts from our Form 10-Q for the quarter ended June 30, 2025, within the Analysis of Cash Flow section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, addressing the request for quantification of previously… response letter →

Company response: The Company acknowledges the Staff’s comment, and in future filings, beginning with our Form 10-Q for the quarter ended September 30, 2025, we will expand disclosures to provide additional quantitative information related to material factors contributing to period-over-period changes in our operating cash flows. In future filings, we intend to expand our disclosures to be similar to the example provided in the below revised disclosure excerpts from our Form 10-K for the year ended December 31, 2024, within the Analysis of Cash Flow section of Management’s Discussion and Analysis of Financial Condition and Results of Operations. Our revisions are marked in bold. Form 10-K for year-ended… response letter →