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Please refer to Part I, Item 1A. "Risk Factors" of our Form 10-K for the fiscal year ended December 31, 2025 for a description of certain significant risks and uncertainties to which our business, financial condition and results of operations are subject. We provide below the material changes to our risk factors described in our Annual Report as of June 30, 2026. If any of these risks or others not specified materialize, our business, financial condition and results of operations could be materially and adversely affected:
We may not be successful in our efforts to make acquisitions and successfully integrate newly acquired products or businesses.
We have in the past pursued and intend in the future to consider opportunities to acquire other products or businesses that may strategically complement our portfolio of brands and expand the breadth of our markets or customer base. For example, in July 2026, we acquired Copra, a business focused on premium cold-chain coconut water products, specializing in private label products, and with operations that include a production facility in Thailand. We may be unable to identify suitable targets, opportunistic or otherwise, for acquisition in the future at acceptable terms or at all. In addition, exploring acquisition opportunities may divert management attention from the core business and organic innovation and growth, which could negatively impact our business, financial condition, results of operations and cash flows. If we identify a suitable acquisition candidate, our ability to successfully implement the acquisition will depend on a variety of factors, including our ability to obtain financing on acceptable terms consistent with any debt agreements existing at that time and our ability to negotiate acceptable pricing and terms. Historical instability in the financial markets indicates that obtaining future financing to fund acquisitions may present significant challenges and could also create dilution to shareholders among other potential impacts.
The success of completed and future acquisitions will be dependent upon our ability to effectively integrate the acquired products and operations into our business. Integration can be complex, expensive and time-consuming. In connection with the Copra acquisition, we are undertaking integration activities across multiple countries and time zones, and multiple functions, including operations, supply chain, quality, finance, accounting, and human resources. The failure to successfully integrate acquired products or businesses in a timely and cost-effective manner could materially adversely affect our business, prospects, results of operations and financial condition. The diversion of our management’s attention and any difficulties encountered in any integration process could also have a material adverse effect on our ability to manage our business. In addition, the integration process could result in the loss of key employees, the disruption of ongoing businesses, litigation, tax costs or inefficiencies, or inconsistencies in standards, controls or policies, any of which could adversely affect our ability to maintain the appeal of our brands and our relationships with customers, employees or other third parties or our ability to achieve the anticipated benefits or synergies of such acquisitions and could harm our financial performance. We may also be unable to retain or effectively transition key personnel of an acquired business, including founders or employees with important customer, supplier, manufacturing, technical or operational relationships, and any such failure, or our inability to effectively replicate their institutional knowledge and relationships, could diminish the value of an acquired business and adversely affect our ability to realize the anticipated benefits of the acquisition.
Further, the acquisition of a product or business may cause us to deviate from our historically fixed-asset lite business model if we acquire production capabilities and facilities in connection therewith, including assuming ownership and operation of manufacturing plants, equipment and real property in foreign jurisdictions, and as a result could increase our fixed costs, capital expenditure requirements and overall costs of operation.
We may acquire businesses with products, suppliers, distribution channels, supply chains, business models
or operational requirements that differ materially from our existing business and with which we have limited prior
experience. Such differences may require us to develop new capabilities, manage unfamiliar risks, or make significant investments in infrastructure, personnel or systems. For example, Copra’s premium cold-chain coconut water products require continuous refrigeration from production through retail sale, and any failure to maintain appropriate temperatures could result in spoilage, quality degradation, recalls or food safety incidents. Acquisitions may also involve customer relationships or business models that differ from our existing business. Copra’s business includes private label products for
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retail customers, which involves different dynamics than our branded product business, including the risks of customer concentration which include potential loss of contracts and margin compression. Any of the foregoing factors could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We do not know if we will be able to identify acquisitions we deem suitable, whether we will be able to successfully complete any such acquisitions on favorable terms or at all, or whether we will be able to successfully integrate or realize the anticipated benefits of any acquired products or businesses. Furthermore, an additional risk inherent in any acquisition is that we fail to realize a positive return on our investment. Our ownership and operation of a manufacturing facility in Thailand through the Copra acquisition also exposes us to risks associated with international operations that we have not historically faced, particularly factory operations. These risks include, among others: compliance with foreign laws, regulations and permitting requirements, local employment regulations, export controls, trade policies, and other governmental actions affecting cross-border commerce. Any failure to successfully integrate Copra or any other acquired business, realize expected synergies, manage new operational risks, or achieve the financial and strategic objectives of an acquisition could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Ownership and operation of manufacturing facilities subjects us to risks not previously associated with our asset-light business model.
The Copra acquisition represents a change to our operating model because we have not historically owned or operated any manufacturing facilities. Through the acquisition of Copra, we now own and operate a manufacturing facility and related real property in Ratchaburi, Thailand, and now will be sourcing coconuts from farmers and coconut collectives. The ownership and operation of manufacturing facilities involves risks and challenges that we have not historically faced under our asset-light supply chain model. These risks include, among others: significant capital expenditure requirements to maintain, upgrade or expand our facility and equipment; fixed cost obligations that may not be fully offset by revenue in periods of reduced demand or production disruptions; the risk that our facility may be damaged or rendered inoperable by natural disasters, fire, equipment failure, power outages, labor disputes or other events; environmental, health and safety liabilities and compliance costs associated with owning and operating a manufacturing plant; the need to recruit, train and retain a skilled manufacturing workforce in a foreign jurisdiction; and idle capacity costs if production volumes do not meet expectations. Unlike our historical reliance on third-party manufacturers and co-packers, where we could reallocate production among multiple partners, the concentration of production in a single owned facility for the Copra acquisition products limits our flexibility to shift volume in the event of a disruption. In addition, operating a manufacturing facility requires capabilities and expertise that differ from those required to manage an outsourced supply chain, and we may encounter difficulties in developing and maintaining these operational capabilities. Becoming a purchaser of whole coconuts exposes us more directly to fluctuations in coconut prices and local growing conditions which might effect supply. The Copra factory uses the coconuts for coconut water and for other coconut products, which helps share the overhead and coconut costs across multiple products. Any failure to successfully optimize usage of the whole coconut might increase our costs for our Copra’s coconut water business, Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The ongoing military conflict involving Iran and related disruption in the Middle East, may adversely affect our business, supply chain, financial condition, and results of operations.
U.S. and Israeli military operations against Iran, which commenced in February 2026, have caused significant disruption to global energy markets and supply chains, contributing to increased oil prices, inflationary pressures, and heightened market volatility. The disruption to energy shipments through the Strait of Hormuz has increased fuel and energy costs and created uncertainty in fuel availability for our suppliers and their manufacturing operations. These conditions could increase our cost of operations, create inflationary pressures on our cost of goods and constrain the production of finished goods we source from those facilities. Although there have been diplomatic efforts and efforts to reopen or normalize shipping through the Strait of Hormuz, the implementation, durability and effectiveness of any such arrangements remain uncertain, and shipping, energy and commodity markets may continue to experience volatility or renewed disruption. We also rely on logistics providers with transit routes through, or otherwise affected by, the region, and the imposition of additional sanctions, cyberattacks, further escalation or additional military action, renewed restrictions on maritime traffic, delays in restoring normal shipping flows, or other governmental or market responses could have an adverse effect on the global supply chain, energy markets, commodity prices, currency exchange rates, financial markets and overall macroeconomic environment in which we operate, and could result in material increases in our costs, delays in product delivery and reduced customer demand. The duration and scope of the conflict and related market and supply chain disruptions remain uncertain, and our business and financial condition, results of operations and cash flows may be materially adversely affected.
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