RISK FACTORS
You should carefully consider the following risk factors, in addition to the other information included in, and incorporated by reference into, this prospectus supplement, including in the section entitled “Risk Factors” beginning on page 6 of the accompanying prospectus and “Principal risk factors and uncertainties” beginning on page 60 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2026, filed by us with the SEC and incorporated by reference into this prospectus supplement.
The risks set forth below and incorporated by reference comprise material risks known to us. These risk factors and events are contingencies that may or may not occur. We may face a number of the described risks simultaneously and one or more described risks may be interdependent. The risk factors are based on assumptions that could turn out to be incorrect.
You should carefully review this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference and should form your own views before making an investment decision with respect to the Notes. You should also consult your own financial, legal and tax advisers to carefully review the risks associated with the Notes included in, and incorporated by reference into, this prospectus supplement and consider such an investment decision in light of your personal circumstances.
Risks Related to the Notes
We may not be able to repurchase the Notes upon a change of control.
Upon the occurrence of specific kinds of change of control events, each holder of the Notes will have the right to require us to repurchase all or any part of such holder’s Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of redemption or repurchase. If we experience a change of control triggering event, there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to repurchase the Notes. Our failure to repurchase the Notes as required under the indenture governing the Notes would result in a default under the indenture, which could have material adverse consequences for us and the holders of the Notes. See “Description of Notes — Redemption or Repurchase Following a Change of Control.”
