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.

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:
Consists of 2,113,513 shares of Common Stock (as defined in Item 1(a)). All securities are held by Bering II (as defined in Item 2(a)). Bering II GP (as defined in Item 2(a)) is the general partner of Bering II and may be deemed to have voting and dispositive power over the shares held by Bering II. Mr. Zaytsev (as defined in Item 2(a)), a member of the Issuer's board of directors (the Board) and Mr. Sawyer (as defined in Item 2(a)), are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 30,736,401 shares, as follows: (i) 15,798,031 of Common Stock outstanding as of May 6, 2026, as reported by the Issuer (as defined in Item 1(b)) in its Form 10-Q filed with the United States Securities and Exchange Commission (the Commission) on May 12, 2026 (the Form 10-Q), plus (ii) 14,938,370 shares of Common Stock issued in the Issuer's private placement transaction which closed on June 25, 2026 (the Offering), which transaction was disclosed by the Issuer in its current report on Form 8-K filed with the Commission on June 24, 2026 (the 8-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of 2,113,513 shares of Common Stock. All securities are held by Bering II. Bering II GP is the general partner of Bering II and may be deemed to have voting and dispositive power over the shares held by Bering II. Mr. Zaytsev, a member of the Issuer's Board, and Mr. Sawyer are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 30,736,401 shares, as follows: (i) 15,798,031 of Common Stock outstanding as of May 6, 2026, as reported by the Issuer in the Form 10-Q, plus (ii) 14,938,370 shares of Common Stock issued in the Offering, which transaction was disclosed by the Issuer in the 8-K.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of 2,113,513 shares of Common Stock. All securities are held by Bering II. Bering II GP is the general partner of Bering II and may be deemed to have voting and dispositive power over the shares held by Bering II. Mr. Zaytsev, a member of the Issuer's Board, and Mr. Sawyer are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 30,736,401 shares, as follows: (i) 15,798,031 of Common Stock outstanding as of May 6, 2026, as reported by the Issuer in the Form 10-Q, plus (ii) 14,938,370 shares of Common Stock issued in the Offering, which transaction was disclosed by the Issuer in the 8-K.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of 2,113,513 shares of Common Stock. All securities are held by Bering II. Bering II GP is the general partner of Bering II and may be deemed to have voting and dispositive power over the shares held by Bering II. Mr. Zaytsev, a member of the Issuer's Board, and Mr. Sawyer are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 30,736,401 shares, as follows: (i) 15,798,031 of Common Stock outstanding as of May 6, 2026, as reported by the Issuer in the Form 10-Q, plus (ii) 14,938,370 shares of Common Stock issued in the Offering, which transaction was disclosed by the Issuer in the 8-K.


SCHEDULE 13D


 
Bering Partners II GP, L.L.C.
 
Signature:/s/ Evgeny Zaytsev
Name/Title:Evgeny Zaytsev, Managing Member
Date:07/02/2026
 
Bering Partners II, L.P.
 
Signature:/s/ Evgeny Zaytsev
Name/Title:Evgeny Zaytsev, Managing Member of the General Partner
Date:07/02/2026
 
Evgeny Zaytsev
 
Signature:/s/ Evgeny Zaytsev
Name/Title:Evgeny Zaytsev
Date:07/02/2026
 
Philip M Sawyer
 
Signature:/s/ Philip Sawyer
Name/Title:Philip Sawyer
Date:07/02/2026

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-99.1