CBIZ Inc

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC. These risks could materially and adversely affect the business, financial condition and results of operations of CBIZ. 

On July 30November 1, 2024, we entered into a Mergcompleted the Transaction. Refer Agreemto Note 12. Subsequent to acquire the non-attest business of MarcumEvents to the accompanying unaudited condensed consolidated financial statements for further discussion regarding the Transaction. Risks related to the Transaction for allow:

If we are unable total conside successfully integrate Marcum, or integration of approximately $2.3 billion. Tefforts prove disruptive, it could result in the Merger and combined business failing to meet our expectations.

The success of the tTransactions contemplated b will depend, in part, on our ability the Merger Agreement are referred to herein as to successfully integrate Marcum with our current operations. The Transaction is our largest acquisition to date, and the size and complexity of the Transaction". Subject to the satisfac creates inherent challenges, risk and uncertainty in the integration of closing conditions, process. If we are not able to successfully integrate Marcum, operationally and culturally, the anticipated benefits of the Transaction is expectmay not be realized to close in tfully or at all or may take longer or cost more to realize than expected.The fourth quarter of 2024. Refer to Note 12. Subsequent Events toprocess of integrating Marcums operations will likely require a disproportionate amount of resources and management attention. Our management team may also encounter unforeseen difficulties in managing the integration process. It is possible the accompanyat the integration process could result in the disruption of our and Marcums ongoing unaudited condensedbusinesses, the loss of client relationships or difficulties in generating new client relationships and inconsistencies in standards, consolidated financial statemtrols, procedures, practices and policies that could adversely impact our operations. Disruption and distraction caused by this process could also prevent us for furrom pursuing, or otherwise discussvert resources and attention regarding the Transacfrom, otherwise attractive business and growth opportunities. Any of these risks may adversely affect our business, financial condition. Risks rela, results of operations, and the price of our common stock.

Our business could be adversely affected to the Transactif Marcum does not perform to our expectation follow:

If the conditions tos or we underestimate the liabilities we are assuming.

Even if we successfully integrate Marcum, there can be no assurance we will realize the anticipated benefits of the Transaction are no. While our management and advisors have spent satisfied, tignificant time and resources evaluating Marcums business, it is difficult to predict future performance and the benefits from a Transaction will not be completed.

The completioninvolving large and complex organizations. In addition, we assumed Marcums liabilities other than specified excluded liabilities that were not contributed by Marcum to MAG prior to closing of the Transaction . It is subject to various closingpossible that we may have underestimated the liabilities that we assumed, or we may have assumed liabilities that are unknown or that we did not foresee and were not excluded from Marcums conditributions, including,  to MAG. If the liabilities that we assumed are more than we anticipate, or insurance coverage is not available to us in sufficient among ounts to cover thers, (a) liabilities that we assumed, it could increase the expiraffective cost of the Transaction of all waiting and adversely impact our financial condition or results of operiods and receipt of all approvals required underations. The performance and benefits that we ultimately achieve may be influenced by a variety of factors, many of which are outside of our control. If we do not achieve the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (b)anticipated benefits of the Transaction, at all or in the expected timeframe, or become responsible for costs or liabilities the Company obtainingat we did not foresee, our business could be adversely affected.

The price of our common stockholder approval of could be adversely impacted if we do not perform to expectations following the issuanTransaction.

The market price of the shares in connecour common stock could be adversely affected if we do not perform to our own and investor expectations. We are a larger and more complex organization with following the closing of the Transaction as required by, and in order to maintain and earn the rulestrust of the New York Stock Exchange; (c) our investors, we will have to effectively execute on our strategy to integrate

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Marcum obtaining and achieve the anticipated benefits and synergies of the requisite approval of its partneTransaction. This process will take time, and it will be necessary to effectively communicate our progress and strategy to investors as specifiedover the short and long term. If we experience challenges or delays in the Merger Agreement; and (d) the Cois process, it could adversely impact, or cause volatility in, our operating results. It could also result in a decrease in investor confidence and have an adverse impany obtaining debt financct to the market price of our common stock or cause increased volatility in trading. Certain of the con prices.

The loss of key personnel could have a material adverse effect on our financial conditions to the clos, results of operations, and growth prospects.

Our success following of the Transaction are not within our control, and we cannot prediwill depend on the continued contributions of officers, business unit leaders and other key employees. The integration process may result in the loss of key personnel, whether such loss is through resignation or other causes, or the inability to attract when or ifadditional qualified personnel. In order to obtain these conditions benefits of the Transaction, the Company will be satisfiedneed to retain the services of Marcum partners and other key personnel. The failure to sTransaction will result in changes for these partners and other key personnel, in terms of compensatisfyon structure any of the required condid form (subject to compliance with the Merger Agreement), organizations could delaal and leadership structure, culture and otherwise, as they have moved from working in a private organization to a publicly theraded completion ofany, and it is uncertain how they will react. In addition, the Transaction or prevencould result it from occurringn disruption and changes for the Companys existing key personnel, and it is also uncertain how they will react. Any delay or failure in completing thlthough most of our key personnel are subject to non-compete and other restrictive covenants and Marcum partners entered into restrictive covenant agreements in connection with the Transaction could cau, in light of the competitive employment environment and risks related to the enforcement of restrictive covenants, we cannot assure you that these us notagreements will be effective and that we will be able to retain the services of such personnel. The loss of such personnel or an inability to realize some or all of attract, retain and motivate qualified personnel may impair the Companys ability to achieve its financial goals or realize the anticipated benefits that we expeof the Transaction, which could have a material adverse effect to achieve. Ton the Companys financial condition, results of operations, and growth prospects. Furthere can be no assurance that , the replacement of any key personnel likely would involve significant time and costs and may significantly delay or prevent the achievement of the conditions toCompanys business objectives.

Our increased leverage following the cloTransaction may adversely impact our busing ofess.

We incurred substantial indebtedness to fund the Transaction will be satisfied or that . As a result, our debt to EBITDA ratio has increased significantly following the closing. If we do not perform in accordance with our expectations following the Transaction will, we could be completed.

Failureunable to reduce our debt to complete EBITDA ratio to consistent with our prior levels, whethe Transaction r in anticipated timeframes or at all. We could negatively impact oalso face difficulties servicing and complying with the covenants and other terms of our stockdebt instruments. The 2024 Credit Facilities price and our future businessovide for floating-rate indebtedness, so increases in interest rates could result in higher interest expense and financial results.

If/or additional hedging costs. In addition, if we are unable to reduce our levels of indebtedness following the Transaction is not completed for any reason, our ongoing business, we may be unable to pursue business and growth opportunities and uses of capital that would be beneficial to us and our shareholders, such as additional acquisitions and share repurchases.

The significant number of shares issuable as the stock consideration in the Transaction may be adversely affected and,impact our stock price.

There can be no assurance the Transaction without realizing any of the benefits ofll be accretive to earnings per share, at all or in expected timeframes. If we do not perform as expected following the Transaction, we  or costs or assumed liabilities are greater than anticipated, our earnings per share could be subject to a number of negative consequences,adversely impacted by the significant increase in outstanding shares. In addition, although restrictions on resale under applicable securities laws will prevent sales includ at least the six months following closing, among oMarcum partners are not subject to contractual limitations on thers: (i) negativeir ability to resell shares once they reactions fromceive them. While the delivery of the stock consideration investors and t installments over approximately four years may mitigate the financpotential markets, includfor sales of a large volume at any particular time, persistent selling negative, or the perception of persistent selling, could adversely impacts on the market price of our common stock price; (ii) payments of.

Our current shareholders have a termination fee ifreduced ownership and voting interest after the Transaction is not comple.

Once fully issued, the stock consideration issuable in the Transaction is expected due to failure to receive approval to constitute approximately 22% of our outstanding shares of common stock, without giving effect to any subsequent issuances, repurchases or other changes in the number of our stockhshares outstanding. As a result, our current shareholders or failure to recewill own a meaningfully smaller percentage of the Company than they currently own, and collective financing;ly will have less ability to influence the Companys management and (iii) sipolicies. In addition, to the extent that Marcum partners retain a significant transacportion expenses, both direct aof the shares that are issued to them, they will collectively have significant influence on any matters requiring a vote of shareholders.

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Restrictiond s imposed by independence requirect in ments and conflict of interest rules, as well as the formnature and terms of opportunity cosur current Administrative Services Agreements, to us in connection with limit our ability to provide services to clients of the Transaction, whattest firms with which we have beencontractual relationships and will be incurrthe ability of such attest firms to provide attestation services to our clients.

Restrictions imposed regardless of whetby independence requirements and state accountancy laws and regulations preclude us from rendering audit and other attest services (other the Transaction is completed. If the Transaction is not completed or if complean internal audit services). As such, we and our subsidiaries maintain joint-referral relationships and Administrative Services Agreements with independent licensed CPA firms under which audit and other attest services may be provided to our clients by such CPA firms. The CPA firms are owned by licensed CPAs, a vast majority of whom are employed by us.

As a condition of to closing the Transaction is delayed, any , CBIZ CPAs completed the Attest Purchase by purchasing from Marcum substantially all of these risks may adversely affMarcums attest business assets, subject our bto certain exclusiness, financial condition, financial results,ons. We expect the Attest Purchase to significantly increase the attest services covered under our existing Administrative Services Agreement with CBIZ CPAs and stock pricethe revenues that we generate through this agreement.

We may fail to realize the anticipated benefits ofUnder the Administrative Services Agreement with CBIZ CPAs and our other Administrative Services Agreements, we provide a range of services to the Transaction, or itCPA firms, including: functions such as professional staff, office management, bookkeeping, and accounting; preparing marketing and promotion may terials; and prove disruptive and could result in iding office space, computer equipment, systems support and administrative support. Services are performed in exchange for a fee. Fees earned by us under the Administrative Services Agreements are recorded as revenue in our consolidated statements of comprehensive income. In the combinevent that accounts receivable and unbilled business failing to meet our expectwork in process become uncollectible by the CPA firms, the service fee due to us is reduced on a proportional basis.

The Administrative Services Agreements do not provide us with control over the associated CPA firms, which are independent parties. As such, the continuations. 

The succes of the associations with these CPA firms is subject to the terms and lengths of the Transaction will depend, in various Administrative Services Agreements, and the ability of the part, on oies to work cooperatively together. Our ability to successfully integprovide non-attest services to clients that receive attest services from the associated CPA firms may be contingent on our ability to extend the Administrate Marcum with our current operations. Tive Services Agreements as they expire, and the ability and willingness of the CPA firms to retain their attest clients. Further, our ability to realize the anticipated benefits of the Transaction will be the Companys largdepend in significant part upon maintaining our relationship with CBIZ CPAs and its ability to integrate Marcums attest acquisition business assets in an efficient and effective manner. Similar to date, and risks associated with our ability to integrate Marcums non-attest business, the size and complexity of the Transaction creates inherent challenges, risk and uncertainty in the integration process. If we are not able Any inability by CBIZ CPAs to successfully iand timely integrate Marcum, operationally and culturally, thes attest business assets could have a material adverse effect on our business anticipated benefitsd results of operations following the closing of the Transaction may not b.

With respect to CPA firm clients that are realizquired fully or at all or mato file audited financial statements with the SEC, the SEC staff has informed us that, under Regulation S-X, it considers the Company take longer or coo be an associated entity of the CPA firms with which CBIZ has contractual relationships. Accordingly, we do not hold any financial interest more to realize thin, nor do we enter into any business relationship with, an expected. The SEC-reporting attest client that the CPA firm performing an audit could not maintain. Further, we do not provide any non-audit servicess of integrati to an SEC-reporting attest client that the CPA firm performing Marcums operatian audit could not provide under the auditor independence restrictions will likely reset out in the Sarbanes-Oxley Act of 2002 and other rules and require a disproportionatments of the SEC and the Public Company Accounting Oversight Board (PCAOB). As a result, the amountcquisition and integration of resources Marcums attest assets into CBIZ CPAs and managemenMarcums non-attest attention. Our management team may also encounter unforeseen difficultiesssets into the Company will result in conflicts and independence impairments that will likely require certain services to be terminated and result in a loss of revenue. Although we conducted due diligence on conflicts and independence issues in managing the integraconnection with the Transaction process. I, it is possible that the integration proceconflicts and independence issues, and potential loss of revenue, could result inbe more significant the loss of valuan anticipated. However, applicable employees or difficulty iprofessional standards generally permit us to provide additional services to privately held companies, in attractddition to those services which may be provided to SEC-reporting new talattest client, s of a CPA firm. We and the disruptionCPA firms have implemented policies and procedures designed to enable us to maintain independence and freedom from conflicts of our and Marcums ongoing businesses andinterest in accordance with applicable standards. In the past, given the pre-existing limits set by us on our relationships with SEC-reporting attest client relationships ors of associated CPA firms, and the limited number and size of such clients, the imposition of incdependence restrictionsistenci under the Sarbanes-Oxley Act of 2002, SEC rules in or interpretations, and PCAOB standards, controls, procedures, practices, did not materially affect our revenues. Following the Attest Purchase, there will be a significant increase in the number of SEC-reporting attest clients of CBIZ CPAs (from very few or none in recent periods to well over 100 following the Attest Purchase). As a result, it may be more challenging to manage conflicts of interest and policies thatindependence restrictions and these challenges could adversely impact our orevenues and results of operations. Disruption and distraction cSEC staff has further informed us that independence rules that apply to clients that receive

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aused by this ttest services under SEC and PCAOB standards from such CPA firms would process could also prevent us from pursuing, or ohibit such clients from holding any shares of our common stock.

There can be no assurance that following the policies and procedures implemented by us and therwise divert resource CPA firms will enable us and the CPA firms to avoid circumstances that would cause us and attentionthem to lack independence from, ot an SEC-reporting attest client; nor can therwise attractive business and growth opportunities.

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Eve be any assurance that state, United States Government Accountability Office or United States Department of Labor accountancy authorities will not impose additional restrictions on the profession. To then if we successfully integ extent that the CPA firms for whom we provide staffing, administrate Marcum, ive and othere can be no assurance we wi services are affected, we may experience a decline in fee revenue from these businesses as well realize anticipas expenses related to addressing independence concerns. To dated benefits. While our man, revenues derived from providing services in connection with attestation engagement and advisors of the attest firms performed for SEC-reporting clients have spent not been material, but we expect they will significant time and resoly increase following the Attest Purces evaluatinghase.

Recent SEC and PCAOB sanctions against Marcums business, it is difficult  may adversely impact our performance and reputation.

On June 21, 2023, Marcum agreed to predict future performanceay an aggregate of $13.0 million as a result of charges by the SEC and the PCAOB. In addition, Marcum was censured and benefits from a Transaction involving largerequired to adhere to several undertakings, including retaining an independent consultant to review and evaluate its audit, review and complex organizations. It iquality control policies and procedures. The charges against Marcum related to quality control failures also possible thand violations of audit standards in connection with audit we may have underestimated liabilities that we are assuming, or we maork for a large number of special purpose acquisition company (SPAC) clients, as well as other clients. Following the Attest Purchase, Marcums attest business is subject to CBIZ CPAs system of quality control, and there is uncertainty assume liabi to how CBIZ CPAs qualities that are unknown or that we did not foresee, anyy control procedures will impact the ability of Marcums attest business to profitably retain and grow client business over time. In addition, CBIZ CPAs system of whichquality could increase the effective cost ofntrol procedures could be subject to additional regulatory scrutiny following the Transaction and adversely impact ous a result of the events described above. Whether as a result of any such scrutiny or financial condor other reasons, it is possible CBIZ CPAs could determine addition or results. The performance and benefits that we ultimately achieve al investments in control procedures are appropriate following the Attest Purchase. Any additional investments or the implementation of any additional control procedures could impact our profitability going forward. There also may be influenced by a variety of factors, manadverse reputational impacts as a result of the SEC and PCAOB order that may adversely affect CBIZ CPAs and us following the closing of the Transaction. Any of which are outsidethe foregoing could adversely impact our results of our control. perations.

If we do noare unable to implement achiend maintain effective the anticipated benefits of internal control over financial reporting following the Transaction, at all or in the expwe may fail to prevent or detected timeframe,  material misstatements in our business would be adversely affected.

Ourfinancial statements, in which case investors may lose confidence increased leverage following the accuracy and completeness of our financial reports and the Transaction market price of our common stock may adversely impact our business.

Wedecline.

We and Marcum have maintained separate internal control over financial reporting will incur substantth different financial indebtednreporting process to fues and the Transacsystems. In addition. A, Marcum was a result, our leverage ratio will increase signprivate company and not subject to the enhanced public company requirements with respect to internal control over financial reporting. Marcum has identificant immediately followed certain material weaknesses in its internal control over financial reporting the closrelated to accounting. If we do not perform in accordance with our exp for contingent liabilities in connection with acquisitions, post-retirement obligations, financial statement footnote disclosures and cost assessments and the corresponding impact on revenue on a projectations follow level basis. As Marcums internal control over financial reporting the Transaction, wehas not previously been subject to audit, additional material weaknesses could be unable to reduce leverage to ndiscovered. Marcum also has not had to prepare quarterly financial information in the formalized levels, whet that will be required for ther in anticipated Companys public filings and in the timeframes or at all in which it will be necessary. We could also facewill have to integrate Marcums internal controls and financial reporting processes and systems with ours. We may encounter difficulties servicing and complyand unanticipated issues in combining our respective accounting with tsystems due to the covemplexity of the finantscial reporting processes and other terms of our debt instrubecause Marcum has not previously been subject to public company financial reporting obligations. We may also identify errors or misstatements that could require adjustments. In addition, i or restatements to financial statements. If we are unable to reduce our levels of indebtednessimplement and maintain effective internal control over financial reporting following the Transaction, we may be unable to pursue business and growth opportunities and uses of capitroduce financial statements within required time periods or fail to prevent or detect material misstatements in our financial that would be benefistatements, in which case investors may lose confidence in the accuracy and completeness of our financial to ureports and othe market price of our common stockholders, such as additional acquisitions  may decline.

Cyber-attacks or other security breaches involving our or Marcums computer systems or the systems of one or more of our or Marcums vendors could materially and adversely affect our business.

Our systems, and share repurchases. We alsMarcums systems, like others in the industries we serve, are vulnerable to cannot provide assurance that we will be able to consummate the financing on the terms contemplaybersecurity risks, and are subject to potential disruption caused by such activities. Companies like ours are subject to frequent attacks on their systems. Such attacks may have various goals, from seeking confidential information to causing operational disruption. We have experienced cyber-attacks and other security breaches in the past. Although to date such activities have not resulted in material disruptions to our operations or materially affected by oour business strategy,

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resur lts of operations or financing commitments, if at all. If al condition, no assurance can be provided that we will not experience material disruptions or suffer material adverse effects in the financing that we ultimately obtain isuture. Any future significant violations of our data security privacy could result in the loss of business, litigation, regulatory investigations, penalties, on less favorable terms than currentgoing expenses related to notifications and client credit monitoring and support, and other expenses, any of which could damage our reputation and adversely contemplated, taffect the growth of our business.

Additional events or cyberattacks in the future could exacerbate the foregoing risks could be exacerband created.

The significa additional challenges to maintaining client number of sharelationships and our reputation. While we have deployed res issuaources that are responsible as for maintaining what we consideration for the Transaction may adversely impact our stock price.

There can be no assurance the Transac to be appropriate levels of cybersecurity, and while we utilize third-party technology products and services to help identify threats and protect our information technology systems and infrastructure against security breaches and cyber-incidents, we do not believe such resources or products and services can provide absolute protection against all potential risks and incidents. In addition will be accretive to earnings per share, at, while we have reviewed Marcums cybersecurity measures as part of our consideration of the Transaction, they all or in expected timeframes. If the Company does not perform as expectedso cannot provide absolute protection against all potential risks and incidents and it is possible that we could be exposed to vulnerabilities following the Transaction or costs are greater than anthat we did not foresee or anticipated, our earnings per share could.

We make risk-based decisions on the measures to implement, and our responsive and precautionary measures may not be adversely impacted equate or effective to prevent, identify, or mitigate attacks by the shackers, foreignificant increase in outst governments, or other actors or breaches caused by employee error, malfeasance, or other disruptions anding shares. In addition, although restrictions on resale under applicable se will need to continue to do so following the Transaction. We and Marcum are also dependent on security measures that some of our third-party vendors and customers are taking to protect their own systems and infrastructures. In the past, our third-party vendors have experienced issues with their securities laws will prevent salesy measures. Although to date such issues have not resulted in at least the six months following closing, Marcum partners wmaterial disruptions or materially affected our business strategy, results of operations or financial condition, no assurance can be provided that we will not be subject to contractual limitations on experience material disruptions or suffer material adverse effects in the future if our third-party vendors do not maintain adequate security measures, do not require their ability to subcontractors to maintain adequate security measuresell shares o, do not perform as anticipated and in accordance they receive them. While the delivery of the stockwith contractual requirements, or become targets of cyber-attacks.

Managing cybersecurity risks is a challenging process, and combining our systems and processes with those of Marcum consideration in instuld create additional complexity and challments over approximatenges. If we fail to integrate our and Marcums security measures in a timely three years may mitigateand effective manner, it could potentially result in a temporary increase in cybersecurity risks during the potentitransition period.

Rapid technological for salchanges of a large volume atcould significantly impact our competitive position, client relationships any particular time, persistent selling, ord operating results and our ability to realize the anticipated benefits of the percepTransaction of persistent selling, could adversely i.

The professional business services industry has been and continues to be impacted by significant technological changes and innovation, enabling compact the market prnies to offer services competitive with ours. Those technological changes may (i) reduce demand for our service of our common stock.

Os, (ii) enable the development of competitive products or services, or (iii) enable our current custockholders will have a reduced ownershipmers to reduce or bypass the use of our services. Additionally, rapid changes in artificial intelligence, block chain-based technology, automation and voting interest after related innovations are increasing the competitiveness landscape.

The ability of our combined organization following the Transaction compared to their currto invest in technology and data analytics in order to serve our client ownership.

Once fully issued, the shares issuable to Marcum partners in the transaction are expected to constitute approximately 22% of base was a key rationale for the Transaction. While this provides opportunities, it also can expose us to elevated risk if we do not effectively manage these investments, which may be significant. If we are not successful in anticipating or responding to technological changes, we may not generate a return on these investments and demand for our services could be further reduced by advanced technologies being deployed by our outstanding shares, without giving effect to any subsequent issuances, repurchases or competitors. In some cases, we depend on key vendors and partners to provide technology and other support. If these third parties fail to perform their obligations or cease to work with us, our ability to execute on our strategic initiatives could be adversely affected.

Our goodwill and other chintanges in the number of sharible assets could become impaired, which could lead to material non-cash charges outstandagainst earning. As a result, ond a material impact on our current stockholders will own a meanresults of operations and financial condition.

At September 30, 2024, the net carryingfully smaller perce value of our goodwill and other intage of ngible assets totaled $1.03 billion in the Company thanaggregate. On a pro forma basis after the Transaction, they currently own, is value significantly increased. In accordance with Financial Accounting Stand collectively ards Board (FASB) Accounting Standards Codification (ASC) Topic 350, IntangiblesGoodwill have less ability to influenceand Other, and ASC Topic 360, Property, Plant, and Equipment, we assess these assets, including client lists, to determine if there is any indication of impairment. Failure to achieve the Company's management and policies. In addianticipated benefits of the Transaction, significant negative industry or economic trends, disruption,s to the our business, adverse changes

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rextent that Marcum partnsulting from new governmental regulations, negative impact on client list due to loss of customers, impact on client list due to declining revenue of existing customers re, divestitures and sustain a sied market capitalization declines may result in recognificant portion of the shares that are issuetion of impairments. Any impairment of goodwill or intangible assets would result in a non-cash charge against current earnings, which could lead to them, they willa material impact on our results of operations and financial collectively havndition. Given the significant influence on any matters requiricrease in goodwill and intangible assets following a vthe Transaction, the pote ntial magnitude of stockholdersany such impairment could also be significant.

The Transaction could exacerbate the eother existing business risk that we face.

During the pendency of and fo

Following the Transaction, we will continue to be subject to the other business risks that we currently face as described underin Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023. However, it may be more challenging to effectively manage and mitigate these risks as a result of the significant resources that will be dedicated to the execution and inintegration of the Transaction. Disruptions or distractions as a result these efforts could make the risks we already face more likely to be realized, or subject us to additional risks. As part of our integration efforts, we will also need to ensure that our risk management policies and controls are appropriate for a larger and more complex organization. This will be an inherently challenging process that will take time, and we could be subject to elevated risks if we are not successful or are delayed in implementing effective policies and controls. In addition, the expanded size and complexity of our business after the Transaction is completed, as well as changes to the nature of our business, could increase the magnitude of some of the risks we face. There are substantial uncertainties associated with all of the foregoing, and any these risks may adversely affect our business, financial condition, financial results, and stock price.

Except as disclosed above, there have been no material changes to the risk factors disclosed under "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

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 of operations, and stock price.