Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

On April 23, 2026, the Company delivered a capital drawdown notice to its unitholders relating to the sale of approximately 1,492,462 shares of the Company's common units, par value $0.001 per share (the "Common Units") for an aggregate offering price of $29.7 million. The sale closed on April 30, 2026.

The sale of Common Units was being made pursuant to subscription agreements entered into by the Company and its unitholders. Under the terms of the subscription agreements, unitholders are required to fund drawdowns to purchase shares of Common Units up to the amount of their respective capital commitments on an as-needed basis with a minimum of five business days' prior notice to unitholders.

The issuance of the Common Units is exempt from the registration requirements of the Securities Act of 1933, as amended, (the "Securities Act") pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from the unitholders in the subscription agreements that each unitholder was an accredited investor as defined in Regulation D under the Securities Act.