Form: SCHEDULE 13D

General Statement of Acquisition of Beneficial Ownership

April 24, 2026






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares of Common Stock (as defined below) beneficially owned as set forth in response to Items 7 through 11 above includes (i) 6,877,580 shares of Common Stock and (ii) 6,877,580 shares of Common Stock issuable upon exercise of 6,877,580 Warrants (as defined below). The percentage beneficial ownership set forth in response to Item 13 above assumes that there is a total of 109,535,637 shares of Common Stock outstanding, which is the sum of (i) the 53,239,988 shares of Common Stock outstanding as of March 24, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer (as defined below) with the Securities and Exchange Commission (the "Commission") on March 24, 2026, (ii) the 49,418,069 shares of Common Stock issued at the Closing (as defined below) and (iii) the 6,877,580 shares of Common Stock issuable upon exercise of the 6,877,580 Warrants reported herein.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares of Common Stock beneficially owned as set forth in response to Items 7 through 11 above includes (i) 6,877,580 shares of Common Stock and (ii) 6,877,580 shares of Common Stock issuable upon exercise of 6,877,580 Warrants. The percentage beneficial ownership set forth in response to Item 13 above assumes that there is a total of 109,535,637 shares of Common Stock outstanding, which is the sum of (i) the 53,239,988 shares of Common Stock outstanding as of March 24, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the Commission on March 24, 2026, (ii) the 49,418,069 shares of Common Stock issued at the Closing and (iii) the 6,877,580 shares of Common Stock issuable upon exercise of the 6,877,580 Warrants reported herein.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares of Common Stock beneficially owned as set forth in response to Items 7 through 11 above includes (i) 6,877,580 shares of Common Stock and (ii) 6,877,580 shares of Common Stock issuable upon exercise of 6,877,580 Warrants. The percentage beneficial ownership set forth in response to Item 13 above assumes that there is a total of 109,535,637 shares of Common Stock outstanding, which is the sum of (i) the 53,239,988 shares of Common Stock outstanding as of March 24, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the Commission on March 24, 2026, (ii) the 49,418,069 shares of Common Stock issued at the Closing and (iii) the 6,877,580 shares of Common Stock issuable upon exercise of the 6,877,580 Warrants reported herein.


SCHEDULE 13D


 
TPG GP A, LLC
 
Signature:/s/ Matthew White
Name/Title:Matthew White / Vice President
Date:04/24/2026
 
James G. Coulter
 
Signature:/s/ Gerald Neugebauer
Name/Title:Gerald Neugebauer, on behalf of James G. Coulter (1)
Date:04/24/2026
 
Jon Winkelried
 
Signature:/s/ Gerald Neugebauer
Name/Title:Gerald Neugebauer, on behalf of Jon Winkelried (2)
Date:04/24/2026
Comments accompanying signature:
(1) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617). (2) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617).