As filed with the Securities and Exchange Commission on September 14, 2021

Registration No. 333-257845

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Knowlton Development Corporation, Inc.

(Exact Name of Registrant as Specified in Its Charter)

375 Roland-Therrien Boulevard

Suite 210

Longueuil, Québec J4H 4A6

Canada

(450) 243-2000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Nicholas Whitley

250 Pehle Avenue

Suite 1000

Saddle Brook, New Jersey 07663

(201) 688-2300

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

On July 1, 2021, Knowlton Development Corporation Inc., the operating company and the indirect wholly owned subsidiary of Knowlton Development Parent, Inc., changed its name to kdc/one Development Corporation, Inc. On the same day, Knowlton Development Parent, Inc., and Knowlton Development Holdco, Inc., a wholly-owned subsidiary of Knowlton Development Parent, Inc., amalgamated under the laws of British Columbia and continued as one corporation named Knowlton Development Corporation, Inc., which became the direct parent of kdc/one Development Corporation, Inc. These changes occurred after the end of the fiscal year ended April 30, 2021, such that the financial statements for the year ended April 30, 2021 included herein refer to Knowlton Development Parent, Inc. and Knowlton Development Corporation Inc. for the Successor Period and Predecessor Period (each as defined herein), respectively. See “Financial Statement Presentation” for further explanation of the presentation of financials in this registration statement.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated September 14, 2021

Preliminary Prospectus

57,142,857 Shares

Knowlton Development Corporation, Inc.

Common Shares

Knowlton Development Corporation, Inc. is offering 57,142,857 common shares. This is our initial public offering and no public market exists for our common shares. We anticipate that the initial public offering price of our common shares will be between $13.00 and $15.00 per share. Our common shares have been approved for listing on the New York Stock Exchange (“NYSE”) and we have applied to list our common shares on the Toronto Stock Exchange (the “TSX”), both under the symbol “KDC.” Listing on the TSX will be subject to us fulfilling all the listing requirements of the TSX.

Investing in our common shares involves risk. See “Risk Factors” beginning on page 24.

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission or Canadian securities regulatory authority has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

At our request, the underwriters have reserved up to 2,857,142 common shares, or 5% of the common shares to be offered by this prospectus, for sale at the initial public offering price through a directed share program for certain persons designated by the Company. See “Underwriting (Conflicts of Interest)—Directed Share Program.”

The underwriters have the option to purchase up to an additional 8,571,428 common shares from us at the initial public offering price less the underwriting discounts and commissions.

The underwriters expect to deliver the shares against payment in New York, New York on or about                , 2021 through the book-entry facilities of The Depository Trust Company.

The date of this prospectus is                    , 2021.

Beauty, Personal Care, and Home Care Uniquely Imagined and Expertly Delivered

kdc/one Is a Diïerentiated and Compelling Consumer Opportunity Diversified, Scaled and Vertically Integrated Global Growth Platform Aligned to Attractive Consumer Markets and Growth Trends Strong Competitive Advantage Built on Innovative and Trust Strong Financial Profile With Highly Attractive Recent Growth and Margins

We create products that consumers use every day — morning to night When they When catering start their day to their well being When relaxing When out at home and about When they When they start to get ready to go out wind down

Global, Vertically Integrated End-to-End Solutions Ideation Formulation Design Packaging & devices Manufacturing

One Network, Infinite Possibilities Innovation Hub Manufacturing: 3 Innovation Hub R&D Labs: 5 Manufacturing: 8 Manufacturing: 4 R&D Labs: 8 R&D Lab Innovation Hub Manufacturing: 4 Manufacturing: 2 R&D Labs: 2 R&D Labs: 4 Manufacturing Manufacturing: 2 Manufacturing R&D Labs: 2 Innovation Hub 25 ~15,000 22 Manufacturing facilities Dedicated team members creative R&D, Design facilities and 14 6mm 4 Countries kdc/one operations with Total square footage Innovation hubs

1,000+ 700+ brands supported customers 9,000+ products co-developed in last 3 years 30+ years average relationship with our top 10 customers 18 out of 20 largest CPG companies are customers $650bn+ TAM at retail 1 16 ~70% companies of revenue from acquired products we co-develop 1. Company estimate from Euromonitor International Limited. Beauty & Personal Care 2021. Fixed 2020 Exchange Rate. Home Care 2021 Fixed 2020 Exchange Rate. Retail Value RSP. Current Prices. Data extracted April 2021.

TABLE OF CONTENTS

In this prospectus, unless the context otherwise requires, “Knowlton Development Corporation, Inc.,” the “Company,” “kdc/one,” “we,” “us” and “our” refer to Knowlton Development Corporation, Inc. and its subsidiaries. All currency amounts in this prospectus are expressed in United States (“U.S.”) dollars, unless otherwise indicated.

Neither we nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, and seeking offers to buy, common shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

Market and Industry Data

This prospectus includes industry and market data that we obtained from periodic industry publications, third-party studies and surveys, including from Euromonitor, as well as from filings of public companies in our

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industry and internal company surveys. These sources include government and industry sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Each publication, study and report speaks as of its original publication date (and not as of the date of this prospectus). Certain of these publications, studies and reports were published before the COVID-19 pandemic and therefore do not reflect any impact of COVID-19 on any specific market or globally. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein.

Trademarks and Service Marks

This prospectus contains references to a number of trademarks and service marks which are our registered trademarks or service marks, such as “kdc/one,” “HCT,” “Kolmar” and “Zobele,” as well as the “kdc/one” logo, or trademarks or service marks for which we have pending applications or common law rights. Trade names, trademarks and service marks of third parties appearing in this prospectus are the property of their respective holders. Solely for convenience, the trademarks, service marks and trade names are referred to in this prospectus without the ^®, SM and TM symbols, but such references are not intended to indicate, in any way, that the owner thereof will not assert, to the fullest extent under applicable law, such owner’s rights to their trademarks, service marks and trade names.

Non-GAAP Financial Measures

We refer in this prospectus to the following non-GAAP financial measures:

These non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States. They are supplemental financial measures of our performance only, and should not be considered substitutes for net income or loss, revenue or any other measure derived in accordance with GAAP.

As used in this prospectus, these non-GAAP financial measures have the following meanings:

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Management utilizes Adjusted EBITDA and Adjusted EBITDA Margin as measures of operating performance and the operating leverage in the Company’s business. Management believes that these non-GAAP financial measures are useful to investors for period-to-period comparisons of the Company’s business and in understanding and evaluating the Company’s operating results for the following reasons:

Management utilizes VACM as a measure of operating performance and believes that VACM is an important measure in analyzing the results of the business for the following reasons:

As a result, we believe that VACM is the best way to measure our business in a consistent manner, taking into account that customers have the flexibility to do business with us in more than one way, with some choosing a customer-supplied materials framework (which would not result in revenue to us) while others choose a kdc/one-supplied materials framework (which would result in revenue to us equal to the pass-through cost of such materials). If VACM is not used to measure performance, the transaction with the customer that chooses a kdc/one-supplied materials framework would appear to be lower margin than the transaction with the customer that chooses a customer-supplied materials framework when the profitability to us of both transactions would be the same.

For a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, see “Prospectus Summary—Summary Consolidated Financial and Other Data.” The most directly comparable GAAP measure to Adjusted EBITDA Margin and VACM is net income margin. In this prospectus we have excluded a presentation of net income margin because we have experienced a net loss for all the relevant periods and therefore the net income margin would be less than zero and consequently we believe not helpful to investors. However, wherever we present Adjusted EBITDA Margin and VACM we present net loss. For a description of the revenue from value added contributions, see “Management’s Discussion and Analysis—Components of Revenue.”

The non-GAAP financial measures used in this prospectus have not been reviewed or audited by our auditors or any independent registered public accounting firm.

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Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our financial results as reported under GAAP. For example, Adjusted EBITDA and Adjusted EBITDA Margin:

Because of these limitations, Adjusted EBITDA and Adjusted EBITDA Margin should be considered along with other operating and financial performance measures presented in accordance with GAAP.

VACM has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our financial results as reported under GAAP. For example, VACM:

Because of these limitations, VACM should be considered along with other operating and financial performance measures presented in accordance with GAAP.

Our use of the terms Adjusted EBITDA, Adjusted EBITDA Margin and VACM may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies.

Financial Statement Presentation

This prospectus includes historical consolidated financial and other data for the Company and the Company’s operating subsidiary, kdc/one Development Corporation, Inc. (previously named Knowlton Development Corporation Inc.), a company existing under the laws of British Columbia (“KDC Opco”).

The Purchase Agreement was entered into on October 26, 2018 among KDC Opco, the holders of all its issued and outstanding common shares and the Purchaser named therein, which was formed by Cornell Capital

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LLC for the purpose of consummating the transactions under the Purchase Agreement. On December 21, 2018 (the “Closing Date”), Cornell Capital LLC transferred its ownership of the Purchaser to Knowlton Development Corporation, Inc. (previously named Knowlton Development Parent, Inc.), which was incorporated by a group of investors led by Cornell Capital LLC in British Columbia on November 30, 2018 originally as a holding company with no assets or operations of its own. The Purchaser was subsequently amalgamated with KDC Opco immediately following the acquisition of the outstanding common shares of KDC Opco by Knowlton Development Corporation, Inc. through the Purchaser. This is referred to herein as the Acquisition. Prior to the Acquisition, Knowlton Development Corporation, Inc. efforts were limited to organizational activities directly related to the Acquisition and for which it incurred acquisition-related costs. The 21-day overlap between Knowlton Development Corporation, Inc.’s incorporation and the Closing Date is not presented as a separate financial statement as there were no operations by Knowlton Development Corporation, Inc. between the date of its incorporation and the Closing Date except for the organizational activities mentioned above. Knowlton Development Corporation, Inc. currently owns no significant assets nor has any operations other than the ownership of all the common shares of kdc/one Development Corporation, Inc.

As a result of the Acquisition, Knowlton Development Corporation, Inc. was identified as the acquirer for accounting purposes, and kdc/one Development Corporation, Inc. as the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes (i) a Predecessor Period for the 234-day period ended December 20, 2018 (i.e., the 234 days of the fiscal year prior to the Closing Date), which reflects the financial statements for kdc/one Development Corporation, Inc. (under the name Knowlton Development Corporation Inc.) for the period prior to the Closing Date and (ii) a Successor Period for the years ended April 30, 2021 and 2020 and the 152-day period ended April 30, 2019 (i.e., the 152 days following Knowlton Development Corporation, Inc.’s incorporation (under the name Knowlton Development Parent, Inc.)) which reflects the financial statements of the Company for the period after the Closing Date. The Acquisition was accounted for as a business combination using the acquisition method of accounting, and the Successor’s financial statements reflect a basis of accounting that is based on the fair value of the assets acquired and the liabilities assumed. As a result of the application of the acquisition method of accounting as of the Closing Date, the financial statements for the Predecessor Period and for the Successor Period are presented on a different basis and, therefore, are not comparable. The Company utilizes a fiscal year from May 1 to April 30. The combination of Predecessor and Successor Periods is referred to as the “Combined 2019 Financial Information.” On July 1, 2021, Knowlton Development Corporation Inc. changed its name to kdc/one Development Corporation, Inc. On the same day, Knowlton Development Parent, Inc., and Knowlton Development Holdco, Inc., a wholly-owned subsidiary of Knowlton Development Parent, Inc., amalgamated under the laws of British Columbia and continued as one corporation named Knowlton Development Corporation, Inc. These changes occurred after the end of the fiscal year ended April 30, 2021, such that the financial statements for the year ended April 30, 2021 included herein refer to Knowlton Development Parent, Inc. and Knowlton Development Corporation Inc. for the Successor Period and Predecessor Period, respectively.

The financial statements and the related notes thereto included elsewhere in this prospectus, including the share and per share information therein, are presented on a historical basis and therefore do not reflect the Share Capital Amendments. See “Description of Share Capital—Share Capital Amendments.”

Commonly Used Defined Terms

As used in this prospectus, unless the context otherwise requires:

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Letter from Nicholas Whitley, President and Chief Executive Officer

Dear Prospective Shareholder,

Trust is a formidable proposition, often taking years to establish.

It is this powerful foundation of trust with our beauty, personal care and home care customers combined with our differentiated, value-added solutions that has allowed kdc/one to reach the scale it enjoys today. Every time a customer turns to us to help ideate, innovate and create new products or provide solutions, it presents an opportunity for kdc/one to enhance a trusted relationship or forge anew. This is what drives our global organization of approximately 15,000 talented team members.

Our focus on innovation, problem solving and partnerships has allowed us to cultivate a customer base in excess of 700 companies. These world-class consumer products businesses include iconic industry leaders and some of the fastest growing independent and emerging brands. Many of our most important customer relationships have extended for well beyond a decade.

While few end consumers may know of kdc/one, many likely use a product that we ideate, formulate, design, package or manufacture on a daily basis. Products we help develop are available in more than 70 countries worldwide and across a range of distribution platforms, meeting the end consumer’s rapidly evolving shopping preferences. In fact, over the past three years, kdc/one co-developed more than 9,000 unique beauty, personal care and home care products across a broad spectrum of price-points from mass to prestige.

When I joined the company in 2013, it was a different business than the integrated global solutions provider I am proud to lead today. At the time, the company had approximately 50 customers and was primarily focused on North American personal care. It was the fantastic set of core competencies and shared values, upon which we could build, that inspired me to move my family across the world for the opportunity to lead this organization. The company’s long-standing trusted customer relationships, industry-leading innovation capabilities and deep commitment to operational excellence are fueled by our entrepreneurial spirit.

I have been fortunate that my entire tenure at kdc/one has been enhanced by partnerships with a terrific management team and supportive investors. Our shared objective of building a unique, growth-oriented company drives our actions. In December 2018, after our acquisition by Cornell and concurrent reinvestment by CDPQ (a preeminent Canadian investment fund), we developed and executed an ambitious strategy. Originally envisioned as a five-year plan, we more than doubled the business in just two. This dramatically expanded our suite of capabilities and drove global expansion into the most attractive end markets.

Our growth plan allowed kdc/one to benefit from structural shifts in the beauty, personal care and home care markets. Consumers have greater access to information and influence around their brand choices than ever before. They seek out brands that better reflect their own values and lifestyles, which, in turn, drives demand for product innovation and new brand introductions at an ever-increasing pace. These shifts, paired with our customers’ specific needs, crystallized a strategy, comprised of both organic expansion and acquisitions, that would quickly allow kdc/one to (i) obtain a global innovation and manufacturing footprint, (ii) deliver turn-key solutions incorporating ideation, formulation, design, packaging and manufacturing, and (iii) develop the breadth of expertise to seamlessly service both large and small customers alike. Following significant investments in both existing and new facilities, and a series of highly strategic acquisitions since December 2018, we are now uniquely positioned to build from these foundations, disrupt the industry and empower our brand partners across the globe.

As a result of our growth strategy, we believe the TAM for the value-added solutions we provide has expanded from approximately $135 billion to approximately $654 billion of retail sales for 2020.¹ This nearly five-fold increase is a direct result of our deliberate evolution from a North America focused personal care business to a global enterprise spanning beauty, personal care and home care. kdc/one has been disciplined in targeting our

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growth investments into the most attractive, fastest growing and resilient subsectors of the broader consumer market. We will continue to utilize this compass to inform our future organic expansion and M&A activity.

While the past two and a half years have certainly been exciting, there is much more to come. We are in the early stages of harnessing and optimizing the cross-selling potential across this exceptional network of assets.

Our categories are demonstrating strong growth across our global footprint in the United States and Canada; Europe, the Middle East and Africa; and the Asia Pacific region. The Chinese beauty market, in particular, is experiencing exceptional growth and is poised to become the world’s largest by 2022, according to Euromonitor.² We fully intend to grow with this dynamic market by providing solutions not just to international brands but also to the many rapidly growing domestic brands. We are making additional investments in our people and capabilities in China, alongside the unique China market insights we receive from C2 Capital, a current investor. Alibaba Group, the leading e-commerce platform in China, is an anchor investor in C2 Capital.

Another key area of focus for kdc/one is environmental sustainability, which encompasses cleaner formulations, sustainable packaging solutions as well as sustainable manufacturing processes. Our unique vantage point across the industry landscape provides access to a vast amount of market intelligence and data insight, which allows us to stay ahead in the emergence of conscious beauty and home care products. This is enabled by scouting sustainable eco-friendly ingredients, leading in clean breakthrough formulations and more sustainable packaging solutions, designed without compromise of performance. To continue building on this momentum, kdc/one recently created a new role, appointing a senior executive to lead our sustainability initiatives.

While all these developments have been taking place across the organization, we have been careful not to lose sight of our culture, which is predicated on seven key values:

It is important for me to see these values extend across the global organization. As a result, we have made significant investments to enhance our internal communications capabilities, increased the frequency of town-halls, and commenced the roll-out of employee surveys, all with the goal of forging a stronger personal link between kdc/one and its employees.

The resiliency of our organization and strength of our relationships with customers and key stakeholders has never been more evident than during the COVID-19 pandemic. Our teamwork and entrepreneurial spirit allowed us to take care of our kdc/one family, support our customers while continuing to expand our business capabilities and build towards the future.

kdc/one provides an attractive way for prospective investors to access the excitement and innovation across the most compelling and fast-growing consumer product segments without single brand or channel risk. I hope you will join us on our continuing journey, built on trust and differentiated value, as kdc/one continues to define beauty, personal care and home care, uniquely imagined and expertly delivered.

Nicholas Whitley

President and Chief Executive Officer

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RISK FACTORS

An investment in our common shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below as well as the other information included in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included elsewhere in this prospectus, before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our common shares could decline due to any of these risks, and, as a result, you may lose all or part of your investment. See also “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

Our business is highly competitive, and if we are unable to compete effectively our revenues and results of operations may suffer.

We operate in a fragmented industry. We face vigorous competition from companies throughout the world, including multi-national and specialized global beauty, personal care and home care manufacturers, independent and emerging beauty and personal care brands, packaging companies, as well as consumer product companies that develop their own global beauty, personal care and home care products. In many of our product lines, we may face competition from some of our customers who have retained development and manufacturing capabilities, which could be used to compete with our own capabilities and solutions. Some of our competitors specialize in one or more of our product sub-segments, while others participate in many of our product sub-segments. Certain of our competitors compete regionally, such as in the Asian or European markets. Such segment and regional specialization may allow such competitors to develop competitive advantages over us in those segments or regions. In addition, some of our global competitors or customers may have more resources than we do or may have proprietary products that could permit them to respond to changing business and economic conditions or market and customer demands more effectively than we can. Consolidation of our competitors may exacerbate these risks.

Competition in our business is based, among other things, on innovation, value-added capabilities, speed to market, integration of solutions to provide turn-key or “one-stop” solutions, product quality, regulatory compliance, pricing, quality of customer service and understanding of end-market dynamics and trends. It is difficult for us to predict the timing, scale and success of our competitors’ actions in these areas. Some of our proprietary manufacturing processes, know-how and design and development expertise could be replicated by competitors or be replaced with competitor solutions. In particular, the discovery and development of new global beauty, personal care and home care formulations and product design, the protection of our trade secrets and intellectual property and the development and retention of key employees are critical to our ability to effectively compete in our business. Significant investment in R&D by competitors or advancements or sudden breakthroughs in technologies could enhance the ability of our competitors to develop substitutable alternatives to our manufacturing processes and expertise. Additionally, as we seek to expand globally, we may face regional price sensitivities or contractual standards that will impact our success in those regions. Further, various customers manage their supply chains by limiting the number of their suppliers through the establishment of preferred or select supplier lists, giving such suppliers the first opportunity or priority for development and production of their new or modified products. Accordingly, we must ensure we provide effective service and meet other requirements and expectations from our customers to maintain inclusion on such preferred or select supplier lists. Increased competition by existing or future competitors, including aggressive price competition, or loss of preferred or select supplier status could result in the loss of sales, reduced pricing and margin pressure and could have a material adverse effect on our business and results of operations.

Additionally, our customers are likewise in competitive industries and face many similar competition risks. If our customers are adversely affected by any of these risks, that in turn could have a material adverse effect on our business and results of operations.

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We may not successfully develop, innovate, introduce or acquire new technologies, products and solutions that meet our customers’ needs, which may cause us to fail to attract new customers or sell new products to existing customers, which may in turn adversely affect our results of operations.

Our ability to differentiate ourselves and deliver growth in line with our strategy largely depends on our ability to successfully develop and introduce new products and manufacturing, design and packaging solutions that meet our customers’ needs and, ultimately, appeal to consumers, allowing us to deepen our relationship with our existing customers and strengthen customer loyalty, attract new customers and sell new products to existing customers. Innovation is an important element of our ability to develop and introduce new products and manufacturing, design and packaging solutions, and our turn-key or “one-stop” solutions approach to meeting our customers’ goals requires that we deliver integrated global end-to-end solutions from ideation through manufacturing and packaging. We cannot be certain that we will be successful in achieving our innovation goals, such as the development of new product ideas, formulas, designs or efficient and attractive packaging. In addition, we have in the past and may in the future make substantial investments to acquire new technologies and capabilities, such as our acquisitions of HCT and Zobele during the fiscal year ended April 30, 2020. Our investments may only generate future revenues to the extent that we are able to integrate, develop or acquire solutions that meet our customers’ requirements and specifications, are at an acceptable cost and achieve acceptance by the consumer markets targeted by our customers. There can be no assurance that our investments will result in additional or continued business from existing customers, new customers or increased revenue. Furthermore, there may be significant lag times from the time we invest in new technologies to the time these investments result in increased revenue. Consequently, our ability to generate revenues as a result of these investments is subject to numerous customer, economic, operational and other risks that are outside of our control, including delays by our customers in the launch of new products, the level of promotional support from our customers, anticipated sales by our customers not being realized or changes in market preferences or demands, or disruptive innovations by competitors or innovation being limited by existing third-party intellectual property rights.

To attract new customers and to retain and expand existing customer relationships, we must continually anticipate and react, in a timely and cost-effective manner, to changes in consumer preferences and demands, including, for example, increased focus on health, wellness and sustainability and calls for transparency with respect to product ingredients by consumers and regulators. Consumers of certain of our products, especially in developed economies such as the United States, Canada and Western Europe, are shifting away from products containing artificial ingredients to all-natural, cleaner alternatives, with a demand for sustainable product packaging. In addition, there has been a growing demand by consumers, non-governmental organizations and governmental agencies to provide more transparency in product labeling and our customers have been taking steps to address this demand, including by voluntarily providing product-specific ingredients disclosure. These two trends could affect the types and volumes of our ingredients and compounds that our customers include in their consumer product offerings and, therefore, affect the demand for our solutions. If we are unable to react to or anticipate these trends in a timely and cost-effective manner, it could have a material adverse effect on our business and future growth.

Rapid changes in market trends and consumer preferences could adversely affect our financial results.

Our continued success depends on our ability to anticipate, gauge and react in a timely and cost-effective manner, to industry trends and changes in consumer preferences for global beauty, personal care and home care products, consumer attitudes towards our industries and where and how consumers shop for those products. For example, as a result of the COVID-19 pandemic, demand for color cosmetics has decreased, while demand for personal care and home care products has increased. If we fail to meet such increased demand, our competitors are more successful at scaling production for such increased demand or if we fail to innovate quickly or develop new products to meet such increased demand, our business and financial condition could be adversely affected. Likewise, if there is a decrease in consumer demand for our personal care and home care products and consumer demand in the color cosmetics market does not increase to the extent necessary to compensate for such decrease,

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our financial results could be adversely affected. In addition, net revenues and margins could suffer if we do not successfully and continuously develop relationships with customers for new products in the beauty, personal care and home care industries. Many beauty and personal care products have short life cycles, and our failure to rapidly improve existing products or develop new products may negatively affect our operations. Consumer tastes cannot be predicted with certainty and can change rapidly. Additionally, due to the increasing use of social and digital media by consumers and the speed with which information (and, in some cases, misinformation) and opinions are shared, trends and tastes may continue to change even more quickly, particularly in beauty and personal care as product influencers drive a rapid cycle of certain fashion trends. If we are unable to anticipate and respond to trends in the market for global beauty, personal care and home care products and changing consumer demands, it could have an adverse material effect on our business and results of operations.

We rely on our customers’ desire for outsourcing the ideation, formulation, design, packaging and manufacturing processes, and if our customers were to reduce their dependence on such outsourcing or if we are not able to otherwise successfully maintain our customer relationships, our revenues and results of operations would be adversely affected.

Our primary service offering is formulating, designing, packaging and manufacturing products for our customers, utilizing proprietary formulas and ingredients from customers, or proprietary formulas that we develop and sometimes sell in return for manufacturing exclusivities. Our customers outsource various aspects of the product development and manufacturing process to us to leverage our know-how and expertise, as well as benefit from the cost efficiency of our operations. However, if our customers were to reverse this trend and choose to in-source certain activities and processes currently outsourced to us, either as a result of developing their own internal know-how or a change in their view of the cost efficiency of outsourcing or otherwise determine not to continue their relationship with us, it could have a material adverse effect on our business and results of operations.

We may not be able to pursue our growth strategy through acquisitions, and the failure to successfully complete and integrate acquisitions could adversely affect our growth.

Historically, we have grown significantly through acquisitions. Notable acquisitions include Chemaid during the fiscal year ended April 30, 2015, followed by Kolmar and Acupac during the fiscal year ended April 30, 2016, Thibiant during the fiscal year ended April 30, 2017 and Aromair and Northern Labs during the fiscal year ended April 30, 2018. During the fiscal year ended April 30, 2020, we completed seven acquisitions comprised of Alkos, Swallowfield, Benchmark, HCT, CLA, Paristy and Zobele. Our future growth may depend on additional acquisitions of global beauty, personal care and home care products businesses and other strategic businesses or assets meeting our acquisition criteria. We may not be able to locate or acquire other suitable acquisition candidates consistent with our strategy, and we may not be able to fund future acquisitions because of limitations under our indebtedness or otherwise, including due to the limited availability of funds.

If we are unable to successfully integrate and develop acquired businesses and operations, we could fail to achieve anticipated synergies and cost savings, including any expected increase in revenues and operating results, which could have a material adverse effect on our financial results. We may also incur asset impairment charges related to acquisitions that reduce our earnings. See “—Failure to realize anticipated synergies of recent and future acquisitions or restructurings may adversely affect our revenues and results of operations.”

In addition, from time to time, we may provide earnouts for the former owners. We may also acquire only a majority interest in companies and provide the ability, at our option, or obligation, at the former owners’ option, to purchase the minority interests at a future date at an established price. These investments may have additional risks and may not be as efficient as other operations as we may have fiduciary or contractual obligations to the minority investors and may rely on former owners for the continuing operation of the acquired business. If we are unable to successfully establish and manage these collaborative relationships and majority investments, it could adversely affect our future growth.

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Failure to realize anticipated synergies of recent and future acquisitions or restructurings may adversely affect our revenues and results of operations.

The combination of independent businesses is complex, costly and time-consuming, and combining practices and operations may divert significant management attention and resources and disrupt our business. The failure to meet the challenges involved in integrating acquired businesses and to realize the anticipated benefits of the transactions could cause an interruption of, or a loss of momentum in, our business activities and could adversely affect our results of operations. The process of combining businesses may also result in material unanticipated problems, expenses, liabilities, disputes, competitive responses, and loss of customer and other business relationships. The difficulties of integration include, among others:

Many of these factors are outside of our control and/or will be outside the control of the acquired businesses, and any one of them could result in lower revenues, higher costs and diversion of management and key personnel time and energy, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, even if the operations of our business and the acquired businesses are integrated successfully, the full benefits of the transaction may not be realized, including, among others, the synergies, cost savings or sales or growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame or at all. Further, additional unanticipated costs may be incurred in the integration of our business and the acquired businesses. All of these factors could cause dilution to our earnings per common share, decrease or delay the projected accretive effect of the acquisitions in question, and negatively impact the price of our common shares following the transactions.

From time to time, we may restructure operations within the Company to achieve efficiencies. For example, we are currently restructuring our European and West Coast operations. In Europe, we expect that our recent acquisitions in France, the United Kingdom and the Czech Republic will allow us to transfer manufacturing of certain products, including pencils, soap and deodorant sticks, to other sites within our global footprint, and may involve investing in production lines. The acquisitions of Benchmark and CLA and the merger with HCT allow for the Company to maintain a regional hub, through our various California facilities, for West Coast customers in the United States, providing opportunities for collaboration, future investment and increased scale for growth. As with the integration of newly acquired businesses, restructuring of existing operations may reduce our available talent, assets and other resources, slow improvements in our products and services, adversely affect our

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ability to respond to customers, limit our ability to increase production quickly if demand for our products increases and draw adverse public attention. Realizing the anticipated benefits from planned restructuring initiatives, if any benefits are achieved at all, may take several years, and we may be unable to achieve our targeted cost efficiencies and gross margin improvements. Any of the circumstances described above could adversely impact our business and financial statements.

We do not typically have long-term contracts with our customers.

We do not typically have long-term contracts with our customers. The majority of our contracts are relatively short term and vary from three- to five-year terms. As a result, our relationships with our customers may change on short notice. Future agreements with respect to volume, pricing or new products and services, among other things, are subject to periodic negotiation with each customer. No assurance can be given that our customers will continue to do business with us, and the loss of product lines from any of our significant customers could have a material adverse effect on our business, results of operations, financial condition and liquidity. See “—Economic uncertainty may adversely affect consumer demand and customer needs, which may have a negative impact on our operating results and future growth” and “—We rely on our customers’ desire for outsourcing the ideation, formulation, design, packaging and manufacturing processes, and if our customers were to reduce their dependence on such outsourcing or if we are not able to otherwise successfully maintain our customer relationships, our revenues and results of operations would be adversely affected.”

Customers may cancel, reduce or delay their orders for various reasons, including changes in their inventory levels, storage capacity and changes in market trends and consumer preferences. Order cancellations, reductions or delays, or attempts to modify the terms of an order or delay delivery, by a significant customer or by a group of customers could harm our operating results and cash flows. In addition, we make significant decisions, including determinations regarding the level of business we will seek and accept, production schedules, component procurement commitments, personnel needs and other resource requirements, based on our estimates of customer requirements. The short-term nature of certain of our customers’ commitments, the absence of contractual volume commitments and the likelihood of rapid changes in demand for their products impair our ability to estimate our future customer requirements and allocate our resources accurately. As a consequence of the above factors, many of which are beyond our control and difficult to predict, our ability to plan is limited and our operating results and cash flows may vary significantly from our expectations.

In addition, as a part of our growth strategy, we regularly make capital investments in equipment necessary to meet our customers’ needs. In particular, we have one long-term contract with a key customer that could require capital expenditures to meet their growth requirements. To create product lines our work extends from formulation of products or invention of concept for devices through manufacturing and packaging, requiring meaningful investment of capital on a cyclical basis. These expenditures have, and will continue to, put pressure on our managerial, technical, financial, operational and other resources. Due to the short-term nature of the contracts with most of our customers and the likelihood of rapid changes in demand for their products, we may be unable to recoup our capital expenditures over the course of a customer’s contract. Our financial results and liquidity could be negatively impacted if we do not experience payback periods and returns on investment consistent with historical benchmarks.

A significant portion of our revenue comes from a limited number of customers, the loss of which would have a material adverse effect on our business, financial condition and results of operations.

Historically, we have relied on a limited number of customers for a substantial portion of our total revenue. For the fiscal years ended April 30, 2021 and 2020 and Combined 2019 Financial Information for the year ended April 30, 2019, our two largest customers represented 20.3% and 14.4%, 23.0% and 13.3%, and 20.8% and 15.0%, respectively, of our total revenue. For the three months ended July 31, 2021 and 2020, our two largest customers represented 20.6% and 12.5%, and 18.7% and 12.8%, respectively, of our total revenue.

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We may not be successful in continuing to reduce customer concentration due to a number of factors, including lower revenue growth, loss of a key customer or product line and relative growth of one customer’s business with us relative to the rest of our business. In particular, we may not succeed in attracting new smaller, fast-growing independent brand owners, which may adversely affect our revenues and results of operations. Additionally, a concentration among a limited number of our customers, and in particular our customers that are large corporations, could increase the negotiating power of these customers, leading to pricing pressure, which may have an adverse effect on our profitability.

Many of our customers are large and operate across several industries for which we ideate, formulate, develop, manufacture and package their products. Certain of our customers may only utilize us for a subset of their end-markets or in a single geography or may utilize only certain of our services. We rely on the strength of our relationships with these customers to expand our relationship with those customers into other industries, applications and regions. Because many of our customers operate in the global market and in several industries, a negative outcome in one sector or region could impact a global relationship.

We also rely on our reputation in order to promote our ideation, formulation, design, packaging and manufacturing solutions to potential new customers. The loss of any of our key customers, or a failure of some of them to renew or expand their relationships with us, could have a significant impact on our revenue, our reputation and our ability to obtain new business from existing customers or attract new customers.

We have a history of net losses and there is no guarantee that we will achieve profitability in the short-term.

We incurred net losses of $12.7 million for the three months ended July 31, 2021, $0.6 million for the three months ended July 31, 2020, $125.8 million for the fiscal year ended April 30, 2021, $81.9 million for the fiscal year ended April 30, 2020, $9.3 million for the period from November 30, 2018 through April 30, 2019, and $22.7 million for the period from May 1, 2018 through December 20, 2018. As of July 31, 2021, we had an accumulated deficit of $229.7 million. These losses and accumulated deficit are a result of the substantial investments we made to grow our business and we expect to make significant investments to expand our business in the future. For example, in order to support the continued growth of our business and to comply with continuously changing operational requirements, we plan to continue investing in both existing and new facilities and to continue to selectively pursue acquisition opportunities, which require that we incur various expenses, as well as the recognition of incremental depreciation and amortization. These expenditures may make it harder for us to achieve profitability in the short-term.

We may make decisions that would reduce our short-term operating results if we believe those decisions will improve our business prospects and financial performance over the long-term. These decisions may not be consistent with the expectations of investors and may not produce the long-term benefits that we expect, in which case our business, results of operations or financial condition may be materially and adversely affected.

We are subject to risks related to our international operations.

We maintain sites in 14 countries and have key R&D, design and creative facilities and innovation hubs located outside the United States and Canada that ideate, formulate, develop, manufacture and package goods. As of April 30, 2021, approximately 28% of our revenues and approximately 36% of our long-lived assets were attributable to our operations outside the United States and Canada. As of July 31, 2021, approximately 25% of our revenues and approximately 34% of our long-lived assets were attributable to our operations outside the United States and Canada. Our operations outside the United States and Canada are subject to many risks and uncertainties, including:

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For example, the ongoing outbreak of COVID-19 has led to global work and travel restrictions or limitations. These restrictions and limitations have made and may continue to make it difficult for our suppliers and our customers to source raw materials and for us to manufacture finished goods and create limitations on or difficulties related to the export of our products internationally and in the United States and Canada. There have been significant and material disruptions to our global supply chain and operations, and delays in the manufacture of products, which may have a material adverse effect on our results of operations. Our future performance will depend upon these and the other factors listed above, which are beyond our control, and the occurrence or deepening impact of one or more of these events could have a material adverse effect on our results of operations, financial condition and cash flows.

We are also subject to the interpretation and enforcement by governmental agencies of foreign laws, rules, regulations or policies, including any changes thereto, such as restrictions on trade, import and export license requirements, privacy and data protection laws, and tariffs and taxes, which may require us to adjust our operations in certain markets where we do business. We face legal and regulatory risks in all jurisdictions in which we operate, in particular, cannot predict with certainty the outcome of various contingencies or the impact that pending or future legislative and regulatory changes may have on our business. In connection with our international expansion, an increasing portion of our activities may be located in emerging markets, such as China, India and Brazil, and we may face additional legal and regulatory risks in new target markets, including markets with political and economic structures which may lack the political and economic stability characteristic of jurisdictions such as the United States, Canada and Western European countries. As a result, we may be vulnerable to the geopolitical and legal and regulatory conditions affecting those markets, which may create more onerous or potentially conflicting compliance requirements. These risks could have a material adverse effect on our business, prospects, financial condition and results of operations.

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As we expand our business in the Asia Pacific region, and in particular in China, the economic, political and social conditions, as well as changes in any government policies, laws and regulations, could adversely affect our business.

We have made and plan to continue to make significant investments in expanding our presence in the Asian market, including through our recent acquisitions of Paristy, HCT and Zobele, to (i) drive customer and consumer awareness of the products we ideate, formulate, manufacture and package with existing customers in the Asian market and (ii) persuade potential Asian domestic customers to contract with us to ideate, formulate, manufacture and package their products. Our ability to penetrate and succeed in the Asian market will depend on, among other things, market acceptance of the products we ideate, formulate, manufacture and package with existing customers as well as potential Asian domestic customers, our ability to adapt to the requirements and barriers to entry specific to this market, and our ability to generate revenues and compete effectively with other formulating and manufacturing businesses operating in Asia, in particular in China and areas in Southeast Asia. We cannot assure you that a new market for the products we ideate, formulate, manufacture and package will become viable in the Asia Pacific region, and our investments may not be successful.

As we expand our operations in the Asia Pacific region, and in particular in China, our business in the region may be subject to economic, political and legal developments in China. China’s economy differs from the economies of most developed countries in many respects, including the amount of government involvement in directing business activity, level of development, growth rate, control of foreign exchange and allocation of resources, and the use or control of business activity in pursuit of foreign-policy objectives. While the Chinese economy has experienced significant growth in the past three decades, growth has been uneven, both geographically and among various sectors of the economy, and concerns exist as to whether expansion will continue and whether contraction could occur. Demand in China for Western services and products depends, in large part, on economic conditions in China, as well as on creation of and demand for similar Chinese domestic products. This demand may also be impacted by political considerations or events, including regarding the existing social policy of Hong Kong and its relationship with mainland China. Any slowdown in China’s economic growth or its desire or government directives to purchase Chinese domestic products rather than Western products may cause our potential Asian domestic customers to delay or cancel their plans to purchase our services and products, which in turn could reduce our revenues. We also may face competition from existing manufacturers in the Asia Pacific region. These competitors may serve established customers and have other regional and cost-saving advantages with which we may struggle to compete.

Although China’s economy has transitioned from a planned economy to a more market oriented economy since the late 1970s, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies, in some cases in pursuit of foreign policy objectives. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling the incurrence and payment of foreign currency-denominated obligations, setting monetary policy, directing the lending activity of banks and providing preferential treatment to particular industries or companies. Changes in any of these policies, laws and regulations could impact our business or adversely affect the economy in China and thus have a material adverse effect on our business.

The Chinese government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation of financial and other resources. However, we cannot assure you that the Chinese government will not repeal or alter these measures or introduce new measures that will have a negative effect on us. China’s social and political conditions may change and become unstable. Any sudden changes to China’s political system or the occurrence of widespread social unrest, including within Hong Kong, or the implementation of additional national-security measures by China could have a material adverse effect on our business and results of operations. Additionally, international trade policies with China remain in flux, and changes to such policies may impact our strategy of expanding in China.

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The U.S. government could expand, and the Canadian or other governments could expand or impose, economic sanctions on China for various reasons. Any such actions, or countermeasures taken by China, could materially impact our business.

Interruptions and delays in manufacturing operations, including volatility and increases in the price of raw materials and energy and transportation, could adversely affect our business, revenues and reputation.

Our manufacturing solutions require the timely delivery of sufficient amounts of complex, high-quality components and materials. As of July 31, 2021, we operate 25 manufacturing facilities, which are supported by a complex supply-chain operation sourcing from hundreds of suppliers locally and around the world. We have in the past faced, and may in the future face, unanticipated interruptions and delays in manufacturing through our internal or external supply chain, including transportation of materials. We are subject to risks related to manufacturing on a global scale, including industrial accidents, environmental events, strikes and other labor disputes (including ongoing discussions of unionization), disruptions in supply chain or information systems, disruption or loss of key research or manufacturing sites, political instability, rapid changes in trade regulations or enforcement, product quality control, safety and environmental compliance issues, licensing requirements and other regulatory issues, as well as natural disasters, global or local health crisis (including COVID-19, as discussed below), international conflicts, terrorist acts and other external factors over which we have no control. Such delays and difficulties in manufacturing can result in manufacturing shortages, declines in sales and reputational impact as well as significant remediation and related costs associated with addressing the shortages. In particular, if we are not able to provide the manufacturing capacity needed to meet our customers’ demands, we may see a negative effect on our business, revenues and reputation.

In addition, we and our customers use many different raw materials for our businesses, which has exposed, and may in the future expose, our customers, and in certain circumstances us, to price volatility with respect to raw materials.

Because we and our customers often rely on a limited number of suppliers for certain products’ components, the risk of price volatility for raw materials may be exacerbated. If our customers are impacted by raw material and other input cost increases and are unable to pass these to consumers through price increases, they may attempt to negotiate lower prices or otherwise transfer the risk to us as a means of preserving their margins and results of operations. In that case, we could fail to meet our revenue expectations, which could have a material adverse effect on our profitability and results of operations. Increases in prices of our solutions to customers or failure to decrease prices as customers may request may lead to declines in sales volumes, and we may not be able to accurately predict the volume impact of price increases, which could have a material adverse effect on our financial condition and results of operations. Further, the limited number of suppliers for certain products’ components exposes us to additional risks in the event of unavailability or delivery delays of those components, which would adversely affect our ability to manufacture the related products in a timely manner. While we seek to mitigate the risk of any potential supply interruptions, including by identifying alternative suppliers, sourcing components from different supplier locations and taking other actions to ensure our supply, such mitigation measures have limitations and may not be effective in all instances.

Similarly, commodities and energy prices are subject to significant volatility. If the cost of certain commodities or energy, shipping or transportation increases and we are unable to pass along these costs to our customers, our profit margins would be adversely affected. Furthermore, increasing our prices to our customers could result in long-term sales declines or loss of market share if our customers find alternative suppliers or choose to reformulate their consumer products to use fewer ingredients, which could have a material adverse effect on our results of operations.

Our revenue and operating income fluctuate on a seasonal basis.

Our revenue and operating income experience moderate fluctuations in connection with the corresponding seasonality of our customers’ respective businesses. Fluctuations may occur in connection with the year-end of our major customers when customary inventory assessments may occur, which may in turn affect future orders to

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us from such customers. We generally record our strongest results in our second fiscal quarter. Any decrease in revenue or margins during this period could have a material adverse effect on our results of operations, financial condition and cash flows. Seasonal fluctuations also affect our cash and inventory levels, since we usually manufacture and produce products for our customers in advance of their peak selling periods. We must manufacture a significant amount of inventory, especially before the holiday season selling period. If our customers are not successful in selling inventory, they may have to sell the inventory at significantly reduced prices or may not be able to sell the inventory at all, which could negatively impact the operations of our customers and which in turn could reduce future orders or the Company may incur excess storage costs, either of which could have a material adverse effect on our results of operations, financial condition and cash flows.

We rely on complex machinery for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.

We rely on complex machinery for our operations, and our production involves a significant degree of uncertainty and risk in terms of operational performance and costs. Our manufacturing facilities contain large-scale machinery combining many components. These components may suffer unexpected malfunctions from time to time and may require repairs and spare parts to resume operations, which may not be available when needed. Major rebuilds, annual maintenance, refurbishments and upgrades of our machinery are performed by third-party service suppliers from time to time. Although we also rely on internal capabilities, operational efficiency may be affected if we are not able to outsource such maintenance operations in a timely manner or in case of disruptions affecting our service suppliers. Unexpected malfunctions of the manufacturing plant components may significantly affect the intended operational efficiency. Operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, pandemics, fire and seismic activity and natural disasters. Additionally, due to the complex nature of our machinery, there may be limited flexibility to enable plants built for certain high-speed, high-volume and specific products to adjust for new products, which could impact our ability to quickly respond to shifts in customer demand. If any of our manufacturing facilities experienced unexpected downtime due to these risks or otherwise, there could be a material adverse effect on our business, results of operation, cash flows, financial condition, reputation or prospectus.

Should operational risks materialize, they may result in serious personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all of which could have a material adverse effect on our business, results of operations, cash flows, financial condition, reputation or prospects.

Product reliability, safety and effectiveness concerns can have significant negative impacts on sales and results of operations, lead to litigation and cause reputational damage.

Concerns about product safety, whether raised internally or by litigants, regulators or consumer advocates, and whether or not based on scientific evidence, can result in safety alerts, product recalls, governmental investigations, regulatory action on the part of the U.S. Food and Drug Administration (“FDA”), Health Canada or other regulatory agencies (or their respective counterparts in other countries), private claims and lawsuits, payment of fines and settlements, declining sales and reputational damage.

Product safety or quality failures, actual or perceived, or allegations of product contamination, even when false or unfounded, could tarnish the image of our solutions, harm our relationship with our customers, and could cause customers to choose other partners. Allegations of contamination or other adverse effects on product safety or suitability for use by a particular customer, even if untrue, may require the recall of the product from all of the markets in which the affected production was distributed. Product recalls have occurred in the past and could occur in the future. Such recalls could prompt government investigations and inspections, the shutdown of manufacturing facilities, continued product shortages and related sales declines, significant remediation costs,

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reputational damage, civil penalties and criminal prosecution. Any of these circumstances can also result in damage to brand image, brand equity and customer trust in our solutions.

If the products we manufacture are perceived to be defective or unsafe, or if they otherwise fail to meet our customers’ or consumers’ standards, our relationships with customers could suffer and we could lose sales or become subject to liability claims. Any of these outcomes could result in a material adverse effect on our business, financial condition and results of operations.

We are subject to risks associated with leasing and occupying real property and the inability to extend, renew or continue to lease real property in key locations, could harm our business, profitability and results of operations.

While some of our properties are owned, most of them are leased with leases set to expire at various times through 2038, subject to renewal options in most instances. Accordingly, we are subject to the risks associated with leasing, occupying and making tenant improvements to real property, including, among others, changes in availability of, and contractual terms for, leasable manufacturing space, as well as potential liability for environmental conditions or various other claims. As each of our leases expire, we may be unable to negotiate renewals, either on commercially acceptable terms or at all, which could impact our ability to manufacture our products or deliver them to the market, which in turn could harm our business, profitability and results of operations.

Natural disasters, public health crises (such as the ongoing COVID-19 outbreak), international conflicts, terrorist acts, labor strikes, political crisis, accidents and other events could adversely affect our business and financial results by disrupting development, manufacturing or sale of our products.

As a company engaged in the global development, manufacture and distribution of consumer products, we are subject to the risks inherent in such activities, including industrial accidents, environmental events, strikes and other labor disputes, product quality control issues, safety, licensing requirements and other regulatory issues, as well as natural disasters, public health crises, such as pandemics or epidemics, international conflicts, terrorist acts and other external factors over which we have no control.

While we operate R&D and manufacturing facilities throughout the world, many of these facilities are specialized and certain of our R&D, design and creative facilities and innovation hubs are uniquely situated to support our R&D efforts while certain of our manufacturing facilities are the sole location where a specific ingredient or product is produced. If our R&D activities or the manufacturing of ingredients or products were disrupted, the cost of relocating or replacing these activities or reformulating these ingredients or products may be substantial, which could result in production or development delays or otherwise have an adverse effect on our margins, operating results and future growth.

The global spread of COVID-19, which originated in late 2019 and was declared a pandemic by the World Health Organization in March 2020, has negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial markets. Although there has been an easing of restrictions in certain jurisdictions, some or all of those restrictions could be reinstated to manage a resurgence or new outbreak of the COVID-19 pandemic, including in connection with new variants and mutations thereof. These new variants and mutations and the logistics of vaccine distribution may lead to other restrictions being implemented in response to efforts to reduce the spread of COVID-19. The impact of COVID-19 has resulted in payment deferrals by certain of our customers, which to date has not had an adverse effect on our financial results. Further payment deferral may occur in the event of a resurgence of the outbreak, which may have an adverse effect on our financial results. Various jurisdictions, notably certain European countries and Canada, began to initiate new governmental restrictions, including travel restrictions, in response to renewed pandemic impacts and concerns, which may adversely impact future results of operations and cash flows. Although we have taken actions to enhance our financial flexibility and minimize the impact on our business, the ultimate impact to our business continues to remain uncertain.

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Furthermore, if a large number of our employees and/or a subset of our key employees and executives are impacted by COVID-19, our ability to continue to operate effectively may also be negatively impacted. While we have taken comprehensive measures intended to help minimize the risk of the virus to our employees, including the adoption of numerous safety measures such as mask-wearing, hand-washing, social-distancing protocols, health screening protocols and the reorganization of production lines and shifts, allowing all employees capable of working remotely to do so, suspending all non-essential travel worldwide for our employees and, other than in emergency situations with authorization of senior executives, prohibiting employee attendance at industry events and in-person work-related meetings, which could negatively affect our business, we cannot presently predict the scope and severity of the planned and potential shutdowns, furloughs or disruptions of businesses and government agencies.

In response to the spread of COVID-19 and the resulting economic uncertainty, we have taken, and may continue to take, other measures that might negatively impact our business, including suspending all facilities build-outs, significantly reducing non-essential capital expenditures and significantly reducing our contingent workforce. Additionally, as COVID-19 vaccines are becoming available and being distributed, and all of our operations resume and/or return to pre-pandemic status, new potential legal liabilities could arise in connection with workplace safety and employee rights.

With the sustained impact of COVID-19, we have seen a decrease in customer demand for certain of our products like color cosmetics, likely due in part to work-from-home policies and increased mask-wearing. We have also seen an increase in cancelled and deferred customer orders alongside increased costs in ensuring laboratory work safety. These and other factors arising from the COVID-19 pandemic could worsen. Any of these factors and other factors related to any such disruptions that are unforeseen, could have a material adverse effect on our business, results of operations and financial condition. Further, uncertainty around these and related issues could lead to adverse effects on the economy and capital markets of the United States, Canada, Europe and other economies, which could impact our ability to access capital needed to grow our business. Furthermore, the COVID-19 pandemic could exacerbate the other risks described in this section.

Economic uncertainty may adversely affect consumer demand and customer needs, which may have a negative impact on our operating results and future growth.

Our manufacturing, design and packaging solutions are used in a wide assortment of global consumer products throughout the world. Historically, demand for consumer products using our solutions was stimulated and broadened by changing social habits and consumer needs, population growth, an expanding global middle-class and general economic growth, especially in emerging markets. The global economy has recently experienced significant recessionary pressures and declines in consumer confidence and economic growth as a result of the COVID-19 pandemic. While some segments of the global economy appear to be recovering, the surrounding global economic uncertainty in the United States, Canada and Europe has increased, and may in the near future increase, unemployment and underemployment, and could also decrease salaries and wage rates, increase inflation or result in other market-wide cost pressures that will adversely affect demand for consumer products in both developed and emerging markets. In addition, growth rates in the emerging markets have moderated from previous levels. Reduced consumer spending may cause changes in our customer orders including reduced demand for our beauty, personal care or home care solutions, or order cancellations. The timing of placing of orders and the amounts of these orders differ by contract. The majority of our key contracts are relatively short term and vary from three- to five-year terms. Our purchase orders are generally at our customers’ discretion and customers may cancel, reduce or postpone orders with us on relatively short notice. Significant cancellations, reductions or delays in orders by customers could have a material adverse effect on our financial condition and results of operations. See “—We do not typically have long-term contracts with our customers.”

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Our success depends on attracting and retaining talented people. Significant shortfalls in recruitment or retention could adversely affect our ability to compete and achieve our strategic goals.

Attracting, developing, and retaining talented employees, including our scientists, engineers, package designers, manufacturing operators and key executives, is essential to the successful delivery of our customer solutions and success in the marketplace. Furthermore, as we continue to focus on innovation, we expect that our need for scientists and other professionals will increase. The ability to attract and retain talented employees is critical in the development of new products and technologies which is an integral component of our growth strategy. Attracting and retaining factory labor is also essential to our ability to continue to meet our customers’ requirements. In certain markets, we face intense competition for factory labor, which may limit our ability to attract and retain employees. We use third-party employment agencies to source temporary factory labor, in particular to respond to fluctuations in customer demand. Our inability to attract and retain factory labor, or to do so at a reasonable cost, or to enter into satisfactory arrangements with third-party providers of temporary labor may negatively impact our manufacturing operations and, in turn, our revenues.

Competition for employees and executives can be intense and if we are unable to successfully integrate, motivate and reward the acquired company employees and executives or our current employees and executives in our combined company, we may not be able to retain them. If we are unable to retain these employees and executives or attract new employees and executives in the future, our ability to effectively compete with our competitors and to grow our business could be adversely affected.

Wage increases and pressure in certain geographies may prevent us from sustaining our competitive advantage and may reduce our profit margin.

Both domestically in United States and Canada and globally, measures are being taken to increase minimum wages, and there is a shortage of skilled labor in certain locations leading to increased wage pressure. Similarly, with an increased global focus on environmental, social and corporate-governance concerns and sustainability, input costs have been steadily rising. Accordingly, we may need to increase the levels of labor compensation more rapidly than in the past to remain competitive in attracting and retaining the quality and amount of labor that our business requires. To the extent that we are not able to control or share wage increases, wage increases may reduce our margins and cash flows, which could adversely affect our business.

If we are not able to maintain, enhance and protect our reputation and recognition as a strong partner, particularly as a result of our acquisitions, our business and results of operations will be harmed.

We believe that maintaining and enhancing our reputation and recognition as a strong partner is critical. The promotion, marketing or cross-selling of our turn-key approach to product innovation, manufacturing and packaging may require us to make substantial investments and we anticipate that these promotion, marketing or cross-selling initiatives may become increasingly difficult and expensive. Our promotional, marketing and cross-selling activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur and our results of operations could be harmed. In addition, any factor that diminishes our reputation or that of our management, or any adverse publicity or litigation involving or surrounding us or our management, could make it substantially more difficult for us to attract customers. For example, if we fail to maintain confidentiality of our customers’ information, including formulas and details of upcoming product launches, whether due to human or technological error or to a malicious event, this may lead to a loss of trust among our customers and damage our reputation. In addition, if any of our recent or potential acquisitions do not live up to or enhance our reputation, our business and results of operations may be harmed as our customers may choose to find a new manufacturer and it becomes more difficult to attract new customers.

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Our business could be negatively impacted by a failure to maintain good corporate citizenship or diversity and by environmental, social and sustainability concerns.

There is an increased focus from certain investors, customers, consumers, employees, and other stakeholders concerning corporate citizenship, diversity and sustainability matters. These concerns include concerns about lack of diversity in senior leadership positions, as well as the impact of our operations on climate change, the use of plastic, energy, waste and worker safety. Our reputation could be damaged if we do not (or are perceived not to) act responsibly with respect to these matters, which could adversely affect our business, financial condition, profitability, and cash flows. We could fail, or be perceived to fail: (i) to adequately promote diversity within the Company, particularly among our senior leadership positions, and (ii) with respect to the initiatives and goals we have adopted to address sustainability matters, to accurately report our progress on such initiatives and goals. Moreover, the standards by which citizenship and sustainability efforts and related matters are measured are developing and evolving and could change over time. We could be criticized for the seeming lack of diversity in our current management team, as well as the scope of citizenship and sustainability initiatives or goals or perceived as not acting responsibly in connection with any of these matters. Any such matters, or related corporate citizenship, diversity and sustainability matters, could have a material adverse effect on our business.

Our comparable revenues and quarterly financial performance may fluctuate for a variety of reasons, which could result in a decline in the price of our common shares.

Our comparable revenues and quarterly results of operations have fluctuated in the past, and we expect them to continue to fluctuate in the future. A variety of factors affect our comparable revenues and quarterly financial performance, including:

Accordingly, our results for any one fiscal quarter are not necessarily indicative of the results to be expected for any other quarter, and comparable revenues for any particular future period may decrease. In that event, the price of our common shares may decline. For more information on our quarterly results of operations, see “Prospectus Summary—Summary Consolidated Financial and Other Data,” “Selected Consolidated Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Risks Related to Litigation and Regulatory Issues

Our results of operations may be negatively impacted by the outcome of uncertainties related to litigation or product recalls.

From time to time we are involved in a number of legal claims, regulatory investigations and litigation, including claims related to intellectual property, product liability, human resource matters, environmental matters and indirect taxes, as well as in litigation involving our customers. Our manufacturing and other facilities have in the past, and may in the future, expose us to environmental claims and regulatory investigations. The cost of defending these claims or our obligations for direct damages and indemnification if we were found liable could adversely affect our results of operations. In addition, such proceedings could distract our management and other

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employees or result in disclosure of our confidential information or of confidential information of a customer when required by law. Further, if securities analysts or investors perceive the developments relating to, or results of, such investigations or litigation matters to be negative, it could have an adverse effect on the price of our common shares.

Our insurance may not be adequate to protect us from all material expenses related to pending and future claims and our current levels of insurance may not be available in the future at commercially reasonable prices. Any of these factors could adversely affect our profitability and results of operations.

We rely on third-party suppliers in procuring materials for our customers and otherwise conducting our business and operations, and their failure to perform to our standards or in a timely manner could adversely affect our reputation, business, and financial results.

Third-party suppliers are key to the procurement of materials for our customers and otherwise conducting our business and operations. We have not implemented a supplier risk analysis program and do not have a centralized set of procurement or purchasing guidelines. We do not control our suppliers, their actions or their businesses. No assurance can be provided that suppliers will perform to our or our customers’ standards, comply with applicable law, appropriately manage their own risks, remain financially or operationally viable, or continue to provide us with the products that we require. In such a circumstance, our ability to deliver products and services to customers, to satisfy customer expectations and to otherwise successfully conduct our business and operations could be adversely affected. In addition, we may need to incur substantial expenses to address issues of concern with a supplier, and even if the issues cannot be acceptably resolved, we may not be able to timely or effectively replace the supplier due to contractual restrictions, the unavailability of acceptable alternative suppliers or other reasons. Further, regardless of how much we can influence our suppliers, actions of third-party suppliers could result in regulatory actions against us, which could damage our reputation and, in turn, adversely affect our business, financial condition and results of operations.

If we are unable to comply with regulatory requirements and industry standards, including those regarding product safety, quality, efficacy and environmental impact, we could incur significant costs and suffer reputational harm which could adversely affect results of operations.

Our ideation, formulation, design, packaging and manufacturing solutions are subject to various regulatory requirements in each of the countries in which we operate. See “Business—Regulatory Matters.” In addition, we are subject to product safety and compliance requirements established by governments, industry or similar oversight bodies, or contractually by our customers, including requirements concerning product safety, quality and efficacy, environmental impacts (including packaging, energy and water use and waste management) and other sustainability or similar issues. Regulatory issues regarding compliance with Current Good Manufacturing Practices (“cGMP”) (and comparable quality regulations in foreign countries) by manufacturers of drugs, devices and consumer products can lead to fines and penalties, product recalls, product shortages, interruptions in production, delays in new product approvals and litigation. As concerns regarding safety, quality and environmental impact become more pressing, we may see new, more restrictive regulations adopted that impact the products we manufacture or our manufacturing processes. For example, the European Chemicals Agency has proposed that the European Commission adopt a ban on microplastics, including those found in personal care items, detergents and cosmetics, to reduce plastics pollution. If this ban is adopted, we may be required to modify and/or innovate new solutions to replace microplastics. If we are unable to adapt to these new regulations or standards in a cost effective and timely manner, we may lose business to competitors who are able to provide compliant products.

Gaps in our operational processes or those of our suppliers or customers can result in products that do not meet our quality control or industry standards or fail to comply with the relevant regulatory requirements, which in turn can result in finished consumer goods that do not comply with applicable standards and requirements. Products that are mislabeled, contaminated or damaged could result in a regulatory noncompliance event or even

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a product recall by the FDA, Health Canada or a similar foreign agency. In some cases, our contracts require us to indemnify our customers for the costs associated with a product noncompliance event, including penalties, costs and settlements arising from litigation, remediation costs or loss of sales. As our global beauty, personal care and home care products are intended for human use, these consequences would be exacerbated if we or our customer did not identify the defect before the product reaches the consumer and there was a resulting impact at the consumer level. Such a result could lead to potentially large scale adverse publicity, negative effects on consumer’s health, recalls and potential litigation, fines, penalties, sanctions or other regulatory actions. In addition, if we do not have adequate insurance or contractual indemnification from suppliers or other third parties, or if insurance or indemnification is not available, the liability relating to product or possible third-party claims arising from mislabeled, contaminated or damaged products could materially adversely affect our business, financial condition or results of operations. Furthermore, adverse publicity about our solutions, or our customers’ products that we ideate, formulate, manufacture or package, including concerns about product safety or similar issues, whether real or perceived, could harm our reputation and result in an immediate adverse effect on our revenues and customer relationships, as well as require us to utilize significant resources to rebuild our reputation.

Furthermore, because of our extensive international operations, we could be adversely affected by violations, or allegations of violations, of the FCPA, the Corruption of Foreign Public Officials Act (Canada) and similar international anti-bribery laws. The FCPA, the Corruption of Foreign Public Officials Act (Canada) and similar international anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to government officials or other third parties for the purpose of obtaining or retaining business. We cannot provide assurance that our internal controls policies and procedures that mandate compliance with these anti-bribery and other laws will protect us from reckless, intentional or unintentional criminal or non-permitted acts committed by our employees, joint-venture partners or agents. Violations of these laws by our employees or other agents, or allegations of such violations, could result in severe penalties, and could disrupt our business and adversely affect our reputation and our business, financial condition and results of operations.

We incur substantial costs to comply with environmental protection and health and safety laws, and failure to comply with these laws may cause us to close, relocate or operate one or more of our plants at reduced production levels, and expose us to civil or criminal liability or other costs, which could adversely affect our operating results and future growth. Changes to environmental laws could increase our costs of doing business.

Our business operations and properties procure, make use of and manufacture substances that are sometimes considered hazardous and are therefore subject to extensive and increasingly stringent federal, state, provincial, local and foreign laws and regulations pertaining to protection of the environment, and worker health and safety, including climate change, air and greenhouse gas emissions, wastewater discharges, the generation, handling and use of hazardous materials (including in consumer products), waste disposal practices and clean-up of existing environmental contamination. Failure to comply with these laws and regulations may result in significant consequences to us, including the need to close or relocate one or more of our production facilities, administrative, civil and criminal penalties, fines, sanctions, litigation, costly capital expenditures, remediation, abatement and mitigation measures, liability for damages and negative publicity. If we are unable to meet production requirements, as a result of restrictions associated with these laws and regulations or proceedings arising from our failure to comply, we can lose customer orders, which can adversely affect our future growth or require us to make incremental capital investments to ensure supply.

Under certain laws and regulations, such as the U.S. federal Superfund law or its state equivalents, or the Environment Quality Act (Québec) or its equivalent in other Canadian provinces, the obligation to investigate, remediate, monitor and clean up contamination at a property may be imposed on current and former owners, lessees or operators or on persons who may have sent waste to that facility for disposal. Liability under these laws and regulations may be imposed without regard to fault or to the legality of the activities giving rise to the

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contamination. Moreover, we may incur liabilities in connection with environmental conditions currently unknown to us relating to our prior, existing or future owned or leased sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired.

Climate change poses a number of potential risks and impacts which remain uncertain today and which may increase over time. We are exposed to the effects of climate change. We cannot predict the prospective impact of climate change, or the development of laws or regulations addressing climate change, on our operations, suppliers or customers, which could have an adverse impact on our results of operations and financial condition.

We may incur liabilities for noncompliance, or substantial expenditures to achieve compliance, with environmental and other laws or changes thereto in the future or as a result of the application of additional laws and regulations to our business, including those limiting greenhouse gas emissions, those requiring compliance with the European Commission’s procedures under its regulation for the registration, evaluation and authorization of chemicals (“REACH”) or other laws and regulations concerning any potential health hazards associated with our products, and those imposing changes that would have the effect of increasing the cost of producing or would otherwise adversely affect the demand for plastic products. We have seen an increase in registration and reporting requirements concerning the use of certain chemicals, such as those subject to REACH, in a number of countries. In addition, stricter regulations, or stricter interpretations of existing laws or regulations, may impose new liabilities on us, and we may become obligated in the future to incur costs associated with the investigation and/or remediation of contamination at our facilities or other locations. Changes in or additional health and safety laws and regulations in connection with our products may also impose new requirements and costs on us. For example, there has been a recent increase in scrutiny on the presence of per- and polyfluoroalkyl substances, known collectively as PFAS, in soil and groundwater as well as their use as an ingredient in consumer products. Laws and regulations establishing cleanup standards with respect to PFAS or restricting their use are at various stages of consideration or implementation, including proposed or enacted U.S. federal and state legislation that would prohibit the intentional use of PFAS in cosmetics and other consumer products as well as similar initiatives in the European Union. In Canada, the federal government has also published a notice of intent to move forward with activities to address PFAS as a class. Certain of these laws and regulations may require us to reformulate or otherwise change certain of our products. Such requirements, liabilities and costs could have a material adverse effect on our capital expenditures, results of operations, financial condition or competitive position.

Changes in tax rules and regulations, or in interpretations thereof, may materially adversely affect our effective tax rates, and we are subject to income tax audits by various authorities.

We have operations in many jurisdictions and we are therefore subject to taxation in many jurisdictions with increasingly complex tax laws, the application of which can be uncertain. Changes in our tax rates could affect our future results of operation or financial condition. Our future effective tax rates could be unfavorably affected by changes in the tax rates in jurisdictions where our income is earned and taxed, by changes in tax rules and regulations, or in interpretations thereof, in the jurisdictions in which we do business, by increases in expenses not deductible for tax purposes including impairments of goodwill, by changes in U.S. GAAP or by changes in the valuation of our deferred tax assets and liabilities.

In addition, we are subject to the continual examination of our income tax returns by various tax authorities. Tax authorities in various jurisdictions may disagree with and subsequently challenge the amount of profits taxed in their state or country, which may result in increased tax liability. Accrued interest and penalties may also be levied on any such tax liability, which could affect our results of operation or financial condition. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes and, where we have judged it appropriate, have reserved for potential adjustments that may result. We cannot be certain that the final determination of any of these examinations will not have a material adverse effect on our results of operations or financial condition.

Pending and future tax changes may result in significant additional taxes to us. For example, the Organization for Economic Cooperation and Development published a “Programme of Work,” which was

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divided into two pillars. Pillar One focused on the allocation of group profits among taxing jurisdictions based on a market-based concept, rather than the historical “permanent establishment” concept. Pillar Two, among other things, introduced a global minimum tax. More recently, on June 5, 2021, the finance ministers of the G7 agreed to (1) reach an equitable solution with respect to Pillar One and (2) a global minimum tax rate of at least 15% under Pillar Two. The foregoing proposals (in the event international consensus is achieved and implementing laws are adopted) and other possible future tax changes may have an adverse impact on us.

Our collection, use, storage, disclosure, transfer and other processing of personal information could give rise to significant costs and liabilities, including as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

Although we currently carry on business-to-business operations, in the course of our operations, we collect, use, store, disclose, transfer and otherwise process personal information, including from employees and third parties with whom we conduct business. The collection, use, storage, disclosure, transfer and other processing of personal information is increasingly subject to a wide array of U.S. and Canadian federal, state and provincial and foreign laws and regulations regarding data privacy and security that are intended to protect the privacy of personal information that is collected, used, stored, disclosed, transferred and otherwise processed in or from the governing jurisdiction.

In the United States, various federal and state regulators have adopted, or are considering adopting, laws and regulations concerning personal information and data security. This patchwork of legislation and regulation may give rise to conflicts or differing views of personal privacy rights, thereby complicating compliance efforts. For example, the California Consumer Privacy Act (“CCPA”), which increases privacy rights for California residents and imposes obligations on companies that process their personal information, came into effect on January 1, 2020. Among other things, the CCPA requires covered companies to provide new disclosures to California consumers and provide such consumers new data protection and privacy rights, including the ability to opt-out of certain sales of personal information. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information. In addition, on November 3, 2020, California voters approved a new privacy law, the California Privacy Rights Act (“CPRA”), which significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts. Many of the CPRA’s provisions will become effective on January 1, 2023.

In Canada, collection, use and disclosure of personal information by private organizations is subject to the Personal Information Protection and Electronic Documents Act and substantially similar provincial legislation. Generally, such legislation requires the organization to obtain the consent of an individual prior to any collection, use or disclosure of personal information about that individual and imposes certain requirements with respect to protecting the information from unauthorized access and use, keeping the information up to date and destroying the information when no longer needed for the purpose(s) for which it was collected. The federal government and several provincial governments are considering modernizing laws and regulations concerning personal information and data security. For example, the federal government released a Bill on November 17, 2020 short-titled the Digital Charter Implementation Act (“DICA”) that, if passed in its current form, will push the Canadian federal privacy framework closer towards that seen in California. DICA proposes to provide individuals with more control over their personal information, including the right to transfer their data from one organization to another, demand that an organization dispose of personal information under its possession, and to demand that a business explain how its algorithms utilize personal information. Furthermore, DICA proposes to provide greater enforcement powers by establishing a Personal Information and Data Protection Tribunal that would have increased administrative penalties and an expanded range of offences at its disposal. All of these evolving compliance and operational requirements impose significant costs that are likely to increase over time, may require us to modify our data processing practices and policies, divert resources from other initiatives and projects, and could restrict the way products and services involving data are offered, all of which may have a material and adverse impact on our business, financial condition and results of operations.

In the European Union, the GDPR which became effective in May 2018, greatly increased the European Commission’s jurisdictional reach of its laws and added a broad array of requirements for handling personal data.

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European Union member states are tasked under the GDPR to enact, and have enacted, certain implementing legislation that adds to and/or further interprets the GDPR requirements and potentially extends our obligations and potential liability for failing to meet such obligations. The GDPR, together with national legislation, regulations and guidelines of the European Union member states governing the processing of personal data, impose strict obligations and restrictions on the ability to collect, use, retain, protect, disclose, transfer and otherwise process personal data. In particular, the GDPR includes obligations and restrictions concerning the consent and rights of individuals to whom the personal data relates, the transfer of personal data out of the European Economic Area, security breach notifications and the security and confidentiality of personal data. The GDPR authorizes fines for certain violations of up to 4% of global annual revenue or €20 million, whichever is greater. Such fines are in addition to any civil litigation claims by customers and data subjects. Much remains unknown with respect to how to interpret and implement the GDPR, and guidance on implementation and compliance practices is often updated or otherwise revised. Given the breadth and depth of changes in data protection obligations, including classification of data and our commitment to a range of administrative, technical and physical controls to protect data and enable data transfers outside of the European Union, our compliance with the GDPR’s requirements will continue to require time, resources and review of the technology and systems we use to satisfy the GDPR’s requirements, including as European Union member states enact their legislation.

In the United Kingdom, many of the GDPR’s requirements were implemented by the Data Protection Act 2018. Further, following the end of the implementation period for the United Kingdom’s withdrawal from the European Union on December 31, 2020, the GDPR was directly incorporated into United Kingdom law as retained European Union legislation. The Trade and Cooperation Agreement, which governs the terms of the future trading relationship between the United Kingdom and European Union, provides for a transitional period during which the United Kingdom will be treated like an European Union member state in relation to processing and transfers of personal data for four months from January 1, 2021. This period may be extended by a further two months, after which the United Kingdom will be a “third country” under the GDPR unless the European Commission adopts an adequacy decision in respect of transfers of personal data to the United Kingdom. The United Kingdom government has already determined that it considers all European Union and European Economic Area member states to be adequate for the purposes of data protection, ensuring that data flows from the United Kingdom to the European Union / European Economic Area remain unaffected. As a consequence of the United Kingdom’s withdrawal from the European Union, we will have to comply with the GDPR and the GDPR as incorporated into United Kingdom national law, which may over time have differing requirements.

Many statutory requirements, in the United States, Canada and elsewhere, include obligations for companies to notify individuals of security breaches involving certain personal information, which could result from breaches experienced by us or our external service providers. Any actual or perceived security breach could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on data security and in responding to any such actual or perceived breach. Any contractual protections we may have from our external service providers and insurance coverage may not be sufficient to adequately protect us from any such liabilities and losses, and we may be unable to enforce any such contractual protections or obtain the benefits under our insurance coverage.

Because the interpretation and application of laws, regulations, standards and other obligations relating to data privacy and security are still uncertain, it is possible that these laws, regulations, standards and other obligations may be interpreted and applied in a manner that is inconsistent with our data processing practices and policies. If our practices are not consistent, or are viewed as not consistent, with changes in laws, regulations and standards or new interpretations or applications of existing laws, regulations and standards, we may also become subject to fines, audits, inquiries, whistleblower complaints, adverse media coverage, investigations, lawsuits, loss of export privileges, severe criminal or civil sanction or other penalties. We could also be affected if legislation or regulations are expanded to require changes in our data processing practices and policies. We may be unable to make such changes and modifications in a commercially reasonable manner, or at all.

Although we endeavor to comply with our public statements and documentation, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policies and other statements that provide

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promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices. Any concerns about our data privacy and security practices, even if unfounded, could damage the reputation of our businesses and discourage potential users from our products and services. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects.

Risks Related to Our Intellectual Property and Information Technology

Breaches or failures of our information technology systems or website security, the theft, unauthorized access, acquisition, use, disclosure, modification or misappropriation of personal information, the occurrence of fraudulent activity, or other cybersecurity or data security-related incidents may have an adverse impact on our business, financial condition, results of operations and prospects.

In the course of operating our business, we collect, use, store, disclose, transfer and otherwise process personal information and other confidential, proprietary and sensitive data. Breaches or failures of security involving our systems or website or those of any of our external service providers have occurred, and in the future may occur, and could result in the theft, unauthorized access, acquisition, use, disclosure, modification or misappropriation of personal information of our customers, consumers, employees or third parties with whom we conduct business, or other confidential, proprietary and sensitive data, fraudulent activity, or system disruptions or shutdowns. The occurrence of any actual or attempted breach, failure of security or fraudulent activity, the reporting of such an incident, whether accurate or not, or our failure to make adequate or timely disclosures to the public or law enforcement agencies following any such event, whether due to delayed discovery or a failure to follow existing protocols, could result in claims made against us or our external service providers, which could result in state, federal and/or international litigation and related financial liabilities, as well as criminal penalties or civil liabilities, regulatory actions from state, federal and/or international governmental authorities, and significant fines, orders, sanctions, litigation and claims against us by customers or consumers or other third parties and related indemnification obligations. Actual or perceived security breaches or failures could also cause financial losses, increased costs, interruptions in the operations of our businesses, misappropriation of assets, significant damage to our brand and reputation with customers and third parties with whom we do business, and result in adverse publicity, loss of customer confidence, distraction to our management, and reduced sales and profits.

Such breaches, failures and fraudulent activity may take many forms, including check fraud, fraudulent inducement, electronic fraud, wire fraud, computer viruses, phishing, social engineering, denial or degradation of service attacks, malware, ransomware or other cyberattacks, and other dishonest acts, any of which could be the result of a circumvention or failure of our data security processes, procedures, tools, and controls. Our systems are also subject to compromise from internal threats, such as theft, misuse, unauthorized access or other improper actions by employees, external service providers and other third parties with otherwise legitimate access to our systems and website. Data security-related incidents and fraudulent activity are increasing in frequency and evolving in nature and may be exacerbated during the current work-from-home environment. We rely on a framework of security, processes, procedures, tools, training and controls designed to protect our information and assets but, given the unpredictability of the timing, nature and scope of data security-related incidents and fraudulent activity, there can be no assurance that any security procedures and controls that we or our external service providers have implemented will be sufficient to prevent data security-related incidents or other fraudulent activity from occurring. Furthermore, because the methods of attack and deception change frequently, are increasingly complex and sophisticated, and can originate from a wide variety of sources, including third parties such as external service providers and even nation-state actors, despite our reasonable efforts to ensure the integrity of our systems and website, it is possible that we may not be able to anticipate, detect, appropriately react and respond to, or implement effective preventative measures against, all security breaches and failures and fraudulent activity.

We have been, and may in the future be, required to expend significant capital and other resources to protect against, respond to, and recover from any potential, attempted, or existing security breaches or failures and their

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consequences. As data security-related threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. In addition, our remediation efforts may not be successful and we could be unable to implement, maintain and upgrade adequate safeguards. Moreover, there could be public announcements regarding any data security-related incidents and any steps we take to respond to or remediate such incidents, and if securities analysts or investors perceive these announcements to be negative, it could, among other things, have a substantial adverse effect on the price of our common shares. Customers and consumers are generally concerned with cybersecurity and data privacy, and any publicized security problems affecting our businesses or those of third parties with whom we are affiliated or otherwise conduct business may discourage customers from doing business with us.

While we currently maintain cybersecurity insurance, such insurance may not be sufficient in type or amount to cover us against claims related to breaches, failures or other data security-related incidents, and we cannot be certain that cyber insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material and adverse effect on our business, financial condition and results of operations. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects.

If we are unable to obtain, maintain, protect and enforce our intellectual property rights for the products we develop, or if the scope of our intellectual property protection is not sufficiently broad, others may be able to develop and commercialize products substantially similar to ours, and our ability to successfully commercialize our products may be adversely affected.

A significant part of our business depends on internally developed products and formulas for our innovation strategy and on trade secrets and know-how behind our manufacturing capabilities, the protection of which is crucial to the success of our business. We rely on a combination of patent, trademark and trade secret laws and confidentiality procedures and contractual provisions to protect our intellectual property rights. We may, over time, increase our investment in protecting our intellectual property through additional patent, trademark and other intellectual property filings that could be expensive and time consuming. Effective patent, trademark, trade secret, copyright and other intellectual property protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. These measures, however, may not be sufficient to offer us meaningful protection.

Any patents that may issue in the future from our pending or future patent applications may not provide us with competitive advantages, may be of limited territorial reach and may be held invalid or unenforceable if successfully challenged by third parties. Our lack of patent protection may restrict our ability to protect our technologies and processes from competition. It is also possible that third parties, including our competitors, may obtain patents relating to technologies that overlap or compete with our technology. If third parties obtain patent protection with respect to such technologies, they may assert that our technology infringes their patents and seek to charge us a licensing fee or otherwise preclude the use of our technology. Additionally, our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented, diluted, declared generic, lapsed or determined to be infringing on, depreciate the goodwill in or be dilutive of other marks. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects.

We may not be able to effectively prosecute and enforce our intellectual property and proprietary rights throughout the world.

The laws of some foreign jurisdictions do not protect intellectual property rights to the same extent as laws in the United States and Canada. If we are unable to protect our intellectual property and other proprietary rights, our competitive position and our business could be harmed, as third parties may be able to commercialize and

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use products that are substantially the same as ours. Any of our intellectual property rights, or any such rights of our customers, could be challenged, invalidated, circumvented, infringed, misappropriated or otherwise violated, our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties, or our intellectual property rights may not be sufficient to permit us to take advantage of current market trends or otherwise to provide us with competitive advantages, which could result in costly redesign efforts, discontinuance of certain products or other competitive harm.

Monitoring unauthorized use of our intellectual property is difficult and costly. From time to time, we seek to analyze our competitors’ services, and may in the future seek to enforce our rights against potential infringement, misappropriation or other violation. However, the steps we have taken to protect our intellectual property rights may not be adequate to prevent infringement, misappropriation or other violation of our intellectual property. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Any inability to meaningfully protect our intellectual property rights could result in harm to our ability to compete and reduce demand for our products. Moreover, our failure to develop and properly manage new intellectual property could adversely affect our market positions and business opportunities.

Uncertainty may result from changes to intellectual property legislation and from interpretations or applications of intellectual property laws by applicable courts and agencies. Accordingly, despite our efforts, we may be unable to obtain, maintain, protect and enforce the intellectual property rights necessary to provide us with a competitive advantage. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects.

We do not own the intellectual property of all of the formulas or technical specifications of products that we manufacture, and if we are unable to protect the confidentiality of customer trade secrets, know-how and other proprietary and internally developed information, we may not be able to maintain customer relationships and our business may be adversely affected.

We do not own the intellectual property of all of the formulas or technical specifications for the products that we manufacture. Rather, we often depend on our customers to provide the formulas or technical specifications for the products, or, alternatively, we develop new formulations and solutions that are sold to customers in return for certain manufacturing exclusivities. We contribute our internally developed proprietary know-how to the manufacturing process; these processes are considered trade secrets and are not typically shared with customers. Therefore, it is possible that our customers may approach another manufacturer to produce products using their formulas. We may not be able to adequately protect their trade secrets, know-how and other internally developed proprietary information or our customers may perceive that we are not able to adequately protect their trade secrets, know-how and other internally developed proprietary information. Although we use reasonable efforts to protect this information and technology, our employees, consultants and other parties (including independent contractors and companies with which we conduct business) may unintentionally or willfully disclose our or our customers’ trade secrets or other proprietary formulas or other information to competitors or other third parties. Enforcing a claim that a third party illegally disclosed or obtained and is using any of our internally developed information or formulas is difficult, expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States and Canada are sometimes less willing to protect trade secrets, know-how and other proprietary information. We rely, in part, on non-disclosure, confidentiality and assignment-of-invention agreements with our employees, independent contractors, consultants and companies with which we conduct business to protect our and our customers’ trade secrets, know-how and other confidential or proprietary information. We may fail to enter into such agreements with all applicable parties, and such agreements may not be self-executing, or they may be breached and we may not have adequate remedies for such breach. Moreover, third parties may independently develop similar or equivalent proprietary information or reverse-engineer or otherwise gain access to our trade secrets, know-how and other internally developed information. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects.

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Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business, financial condition and results of operations.

Our commercial success depends on our ability to develop and commercialize our products and use our internally developed formulas without infringing the intellectual property or proprietary rights of third parties. Intellectual property disputes can be costly to defend and may cause our business, operating results and financial condition to suffer. Whether merited or not, we may face allegations that we or parties indemnified by us have infringed, misappropriated or otherwise violated the patents, trademarks, copyrights, trade secrets or other intellectual property rights of third parties. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties. Some third parties may be able to sustain the costs of complex litigation more effectively than we can because they have substantially greater resources. We may also face allegations that our employees have misappropriated the trade secrets or other intellectual property or proprietary rights of their former employers or other third parties. It may be necessary for us to initiate litigation to defend ourselves in order to determine the scope, enforceability, validity or ownership of third-party intellectual property or proprietary rights, or to establish our respective rights.

We may not be able to successfully settle or otherwise resolve such adversarial proceedings or litigation. If we are unable to successfully settle future claims on terms acceptable to us we may be required to engage in or to continue claims, regardless of whether such claims have merit, that can be time consuming, divert management’s attention and financial resources and be costly to evaluate and defend. Results of any such litigation are difficult to predict and may require us to stop commercializing or using our products or formulas, obtain licenses, modify our products and formulas while we develop non-infringing substitutes or incur substantial damages, settlement costs or face a temporary or permanent injunction prohibiting us from marketing or providing the affected products. If we require a third-party license, it may not be available on reasonable terms or at all, and we may have to pay substantial royalties and upfront or ongoing fees, or grant cross-licenses to our own intellectual property rights. Such licenses may also be non-exclusive, which could allow competitors and other parties to use the subject intellectual property in competition with us. We may also have to redesign our products so they do not infringe, misappropriate or otherwise violate third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time, during which our products may not be available for commercialization or use. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable or unwilling to uphold its contractual obligations. If we cannot or do not obtain a third-party license to the infringed intellectual property at all or on reasonable terms, our business, financial condition and results of operations could be adversely impacted.

In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our common shares. Moreover, any uncertainties resulting from the initiation and continuation of any legal proceedings could have a material adverse effect on our ability to raise the funds necessary to continue our operations. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects.

Risks Related to Our Indebtedness

Our existing and any future indebtedness could adversely affect our ability to operate our business.

As of July 31, 2021, we had $1,784.0 million of outstanding borrowings consisting of $253.5 million under our Revolving Facility, $1,519.4 million under our existing Term Loans and $11.1 million in finance leases and other borrowings. Indebtedness under our Revolving Facility and our outstanding Term Loans are secured by liens on our and certain of our subsidiaries’ assets, which are senior to any lien otherwise secured against our assets. While the terms of our credit facilities place restrictions on our ability to incur additional indebtedness, we may be able to incur significant additional indebtedness in the future.

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Our existing indebtedness has had, and any future indebtedness could have, important consequences, including:

In addition, our indebtedness under the Revolving Facility and Term Loans bears interest at a variable rate, making us vulnerable to increases in the market rate of interest. If the market rate of interest increases substantially, we will have to pay additional interest on this indebtedness, which would reduce cash available for our other business needs.

On or about February 3, 2021, we completed the Distribution Financing Transactions and, accordingly, did not retain any of the proceeds from the borrowings under the 2021 Term Loan Increase, the 2021 Revolver Increase and Incremental Amendment No. 9. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Term Loans and Revolving Facility” and “Description of Certain Indebtedness.”

We may not have sufficient funds, and may be unable to generate sufficient cash flows from operations, to pay the amounts due under our existing and future debt instruments. Failure to make payments or comply with other covenants under our existing or future debt instruments could result in an event of default. If an event of default occurs and the lender accelerates the amounts due, we may need to seek additional financing, which may not be available on acceptable terms, in a timely manner or at all. In such event, we may not be able to make accelerated payments, and the lender could seek to enforce security interests, if any, in the collateral securing such indebtedness, which includes or could include substantially all of our assets. In addition, the covenants under our existing or future debt instruments, any pledge of our assets as collateral and any negative pledge with respect to our intellectual property could limit our ability to obtain additional debt financing. Any of these events could have a material and adverse effect on our business, financial condition, operating results, cash flows, and prospects.

Certain of our long-term indebtedness bears interest at variable interest rates, primarily based on LIBOR, which may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to fluctuate or cause other unanticipated consequences.

The UK Financial Conduct Authority, which regulates the London Inter-bank Offered Rate (“LIBOR”), has announced that all LIBOR settings will either cease to be provided by the administrator of LIBOR after June 30, 2023, in the case of the most commonly used U.S. dollar LIBOR settings, and after December 31, 2021, in the case of all other LIBOR settings, or no longer be representative following such dates. It is not possible to predict what rate or rates may become acceptable alternatives to LIBOR, or what effect these changes in views or alternatives may have on financial markets for LIBOR-linked financial instruments. When representative LIBOR rates cease to exist, interest rates on our current or future indebtedness may be adversely affected or we may need to renegotiate the terms of our debt agreements that utilize LIBOR as a factor in determining the applicable interest rate to replace LIBOR with the new standard that is established, if any, or to otherwise agree with the trustees or agents under such facilities or instruments on a new means of calculating interest.

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Risks Related to Our Common Shares and this Offering

We do not know whether an active trading market will develop or be sustained for our common shares or what the market price of our common shares will be, and, as a result, it may be difficult for you to sell your common shares.

Prior to this offering, there has been no public market for our common shares. The initial public offering price for our common shares will be determined through negotiations with the underwriters and may not bear any relationship to the market price at which our common shares will trade after this offering or to any other established criteria of the value of our business. Although our common shares have been approved for listing on the NYSE and we have applied to list our common shares on the TSX, an active trading market for our common shares may never develop or be sustained following this offering. If an active market for our common shares does not develop or is not sustained, it may be difficult for you to sell common shares you purchase in this offering without depressing the market price for the shares or at all.

If you purchase common shares in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our common shares will be substantially higher than the as further adjusted net tangible book value per common share immediately after this offering. Therefore, if you purchase our common shares in this offering, you will pay a price per common share that substantially exceeds our as further adjusted net tangible book value per common share after this offering. In addition, you will pay more for your common shares than the amounts paid by our existing owners. Based on an assumed initial public offering price of $14.00 per common share, which is the midpoint of the price range set forth on the cover page of this prospectus, you will experience immediate dilution in as further adjusted net tangible book value of $16.24 per common share, representing the difference between our as further adjusted net tangible book value per common share after giving effect to this offering and the initial public offering price.

We also have a number of outstanding options to purchase common shares with exercise prices that are below the estimated initial public offering price of our common shares. To the extent outstanding options are exercised, you will incur further dilution. See “Dilution” for more details.

If securities analysts do not commence to publish or cease publishing research or reports or publish misleading, inaccurate or unfavorable research about us, our business or our market, or if they publish negative evaluations of our common shares, the price and trading volume of our common shares could decline.

The trading market for our common shares is expected to be influenced, in part, by the research and reports that industry or financial analysts publish about us, our business, our market and our competitors. We do not currently have research coverage by industry or financial analysts. If no, or few, analysts commence coverage of us, the trading price of our common shares would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our common shares or publish inaccurate or unfavorable research about our business, or provide more favorable relative recommendations about our competitors, the price of our common shares could decline. If one or more industry or financial analysts fail to regularly publish reports on us or if one or more of these analysts cease to cover our business, we could lose visibility in the market, which in turn could cause the price or trading volume of our common shares to decline.

The market price of our common shares may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common shares in this offering.

The market price of our common shares could be subject to significant fluctuations after this offering, and may decline below the initial public offering price. In addition, securities markets worldwide have experienced,

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and are likely to continue to experience, extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your common shares at or above the initial public offering price. The market price for our common shares may be influenced by many factors, including:

In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted against that company. Any lawsuit to which we are a party, with or without merit, may result in an unfavorable judgment. We also may decide to settle lawsuits on unfavorable terms. Any such negative outcome could result in payments of substantial damages or fines, damage to our reputation or adverse changes to our offerings or business practices. Such litigation may also cause us to incur other substantial costs to defend such claims and divert management’s attention and resources.

An inability to raise additional capital when needed on acceptable terms, or at all, could impact our growth strategy, financial performance and share price.

If the current equity and credit markets deteriorate, our results of operations are adversely affected or our credit ratings decline, it may make any necessary debt or equity financing more difficult, more costly or more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and share price and could require us to delay or abandon our business plans and opportunities. Moreover, the issuance of additional securities by us, whether equity or debt, or the market perception that such issuances are likely to occur, could cause the market price of our common shares to decline.

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Insiders will continue to have substantial control over us after this offering and could limit your ability to influence the outcome of key transactions, including a change of control.

Our principal shareholders, directors and executive officers and entities affiliated with them will own approximately 70% of our outstanding common shares after this offering. As a result, these shareholders, if acting together, would be able to influence or control matters requiring approval by our shareholders, including the election of directors and the approval of change of control transactions, amalgamations, arrangements or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our shareholders of an opportunity to receive a premium for their common shares as part of a sale of our company and might ultimately affect the market price of our common shares.

Certain of our major shareholders will continue to have significant influence over us after this offering and may have interests that are different from the interests of our other shareholders.

Certain of our major shareholders may have interests that are different from, or are in addition to, the interests of our other shareholders. In particular, Cornell and certain of its affiliates may be deemed to beneficially own approximately 43% of our issued and outstanding common shares after giving effect to this offering, and CDPQ and certain of its affiliates may be deemed to beneficially own approximately 18% of our issued and outstanding common shares after giving effect to this offering. There may be real or apparent conflicts of interest with respect to matters affecting such shareholders and their affiliates whose interests in some circumstances may be adverse to our interests.

For so long as such shareholders continue to own a significant percentage of our common shares, they will be able to significantly influence the composition of our board of directors and the approval of actions requiring shareholder approval through their voting rights. Accordingly, for such period of time, they will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as such shareholders continue to own a significant percentage of our common shares, they may be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. In addition, for so long as certain shareholders continue to own a significant percentage of our common shares, they will have certain approval or consultation rights, as applicable, under the Shareholders’ Agreement with respect to any action on, including an increase or decrease in, the number of directors serving on the board of directors, material changes in the operations at the Québec-based facilities of the Company and the maintenance of the Company’s global headquarters in Québec. See “Certain Relationships and Related Party Transactions—Shareholders’ Agreement.” The concentration of ownership could deprive you of an opportunity to receive a premium for your common shares as part of a sale of our company and ultimately might affect the market price of our common shares.

Such shareholders and their affiliates engage in a broad spectrum of activities. In the ordinary course of their business activities, they may engage in activities where their interests conflict with our interests or those of our shareholders. For example, they may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, they may have an interest in our pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to us and our shareholders. Such potential conflicts may delay or limit the opportunities available to us, and it is possible that conflicts may be resolved in a manner adverse to us or result in agreements that are less favorable to us than terms that would be obtained in arm’s-length negotiations with unaffiliated third parties. See “Certain Relationships and Related Party Transactions.”

Because we do not anticipate paying any cash dividends on our common shares in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

We currently intend to retain any future earnings to fund the development and expansion of our business, including further acquisitions, and, therefore, we do not anticipate paying cash dividends on our common shares

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in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors, subject to applicable laws, and will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant by our board of directors. Our future ability to pay cash dividends on our common shares is currently limited by the terms of our Credit Agreement and may be limited by the terms of any future debt or preferred securities. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. As a result, capital appreciation, if any, of our common shares will be your sole source of gain for the foreseeable future. See “Dividend Policy.”

A significant portion of our issued and outstanding common shares is restricted from immediate resale but may be sold into the market in the near future, which could cause the market price of our common shares to drop significantly, even if our business is doing well.

Sales of a substantial number of our common shares in the public market, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common shares and could impair our ability to raise capital through the sale of additional equity securities. After this offering, we will have 214,661,117 common shares outstanding based on the number of common shares outstanding as of September 14, 2021. This includes the common shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by persons otherwise restricted from selling. The remaining 157,518,260 common shares are currently restricted as a result of securities laws or lock-up agreements but will become eligible to be sold at various times after the offering as described in “Shares Eligible for Future Sale.” The lock-up agreements include customary exceptions, and the representatives of the underwriters may release some or all of the common shares subject to lock-up agreements at any time and without notice, which would allow for earlier sales of shares in the public market.

Moreover, beginning 180 days after the completion of this offering (or such earlier time as permitted by the terms of the lock-up agreements executed in connection with this offering), holders of an aggregate of approximately 150 million common shares will have rights, subject to specified conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other shareholders. We also intend to register all common shares that we may issue under our equity compensation plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and the lock-up agreements described in “Underwriting (Conflicts of Interest).”

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements, rules, regulations and policies of the NYSE and the TSX, and other applicable securities rules and regulations, including applicable Canadian securities laws, impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs, particularly as we hire additional financial and accounting employees to meet public company internal control and financial reporting requirements and will make some activities more time consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, which in turn could make it more difficult for us to attract and retain qualified members of our board of directors.

We are evaluating these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty

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regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. If we fail to comply with new laws, regulations and standards, regulatory authorities could initiate legal proceedings against us, and our business could be harmed.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, we will be required to furnish a report by our management on our internal control over financial reporting and our independent registered public accounting firm will be required to audit our internal control over financial reporting. To achieve compliance with Section 404 and other applicable requirements within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, including through hiring additional financial and accounting personnel, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed time frame or at all, that our internal control over financial reporting is effective as required by Section 404 and other applicable requirements. In addition to the material weaknesses in internal control over financial reporting identified in the preparation of our financial statements to be filed with the SEC and the Canadian securities regulatory authorities, if we identify one or more additional material weaknesses in our internal control over financial reporting, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

We identified certain material weaknesses in our internal control over financial reporting in the preparation of our financial statements to be filed with the SEC and the Canadian securities regulatory authorities, and we may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we fail to remediate any material weaknesses or if we otherwise fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results could be adversely affected.

As a private company, we are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act of 2002 and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 in the United States and National Instrument 52-109—Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”) in Canada, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of control over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC and the Canadian securities regulatory authorities. If our internal control over financial reporting is not effective, our independent registered public accounting firm may issue an adverse report.

In connection with the preparation of our financial statements to be filed with the SEC and the Canadian securities regulatory authorities, we and our independent registered public accounting firm identified certain control deficiencies in the design and operation of our internal control over financial reporting that in aggregate constituted material weaknesses. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. These material weaknesses relate to the financial reporting close process and information technology general controls, more specifically insufficient review of manual journal entries, lack of formalization of the reconciliations and analysis of certain key accounts and insufficient controls around system user access (including potential consequential segregation of duties issues) and change management.

As part of our plan to remediate these material weaknesses, we (i) have strengthened our compliance and accounting functions with additional experienced hires to assist in our design and implementation of controls; (ii) are developing and enhancing our company-wide policies and procedures, including those related to access management,

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change management, journal entries and account review controls and documentation requirements; (iii) are supporting our financial reporting teams in the implementation of such policies and procedures, including delivering additional training to our team members on internal controls over financial reporting; and (iv) are engaging our external advisor to assist us with further evaluating the design of our internal controls and assisting with remediation. We cannot assure you that the measures that we have taken, and that will be taken, to remediate these material weaknesses will, in fact, remedy such material weaknesses or will be sufficient to prevent future material weaknesses from occurring. We also cannot assure you that we have identified all of our existing material weaknesses.

In light of the control deficiencies and the resulting material weaknesses that were identified, we believe that it is possible that, had we and our independent registered public accounting firm performed an assessment or audit, respectively, of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act of 2002, additional material weaknesses may have been identified.

When evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we are unable to remediate our existing material weaknesses or identify additional material weaknesses and are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm expresses an adverse opinion on the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common shares could be negatively affected, and we could become subject to investigations by the stock exchanges on which our securities are listed, the SEC or other regulatory authorities, including Canadian regulatory authorities, which could require additional financial and management resources.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common shares.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition to the material weaknesses in internal control over financial reporting identified in connection with the preparation of our financial statements to be filed with the SEC and the Canadian securities regulatory authorities, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act of 2002 and other applicable requirements, or any subsequent testing by our independent registered public accounting firm, may reveal additional deficiencies in our internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could harm our business and have a negative effect on the trading price of our common shares. Failure to accurately report our financial performance on a timely basis could also jeopardize our continued listing on the NYSE, the TSX or any other exchange on which our common shares may be listed. Delisting of our common shares on any exchange would reduce the liquidity of the market for our common shares, which would reduce the price of and increase the volatility of the market price of our common shares.

We will be required to disclose changes made in our internal controls and procedures on a quarterly basis and our management will be required to assess the effectiveness of these controls annually. An independent assessment of the effectiveness of our internal control over financial reporting could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal control over financial reporting could lead to financial statement restatements and require us to incur the expense of remediation, which could have a negative effect on the trading price of our common shares.

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Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon completion of this offering, we will become subject to certain reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as well as of applicable Canadian securities laws. Our disclosure controls and procedures will be designed to reasonably assure that information required to be disclosed by us in reports we file or submit in accordance with U.S. and Canadian securities laws is accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms of the SEC and Canadian securities regulatory authorities. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to the determination of the fair value of intangible assets that arise as a result of business combinations, as well as the determination of useful lives and the subsequent testing of goodwill and intangible assets for impairment. As of July 31, 2021, the net carrying value of our goodwill and other intangibles totaled approximately $1.0 billion and $1.2 billion, respectively. In accordance with GAAP, we periodically assess these assets to determine if they are impaired. At the end of the second quarter of fiscal year 2021, we determined that a reduction in projected net operating cash flows primarily attributable to the COVID-19 pandemic and its impact on our color cosmetic business resulted in a reduction in the fair value of the HCT reporting unit requiring an impairment charge of $47.3 million and $0.9 million for goodwill and other intangibles, respectively. Significant negative industry or economic trends, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of our assets, changes in the structure of our business, market capitalization declines, or increases in associated discount rates may impair our goodwill and other intangible assets in the future. Any charges relating to such impairments would adversely affect our results of operations in the periods recognized.

Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our common shares.

We are governed by the corporate laws of British Columbia, Canada, which in some cases have a different effect on the rights of shareholders than the corporate laws of the United States.

We are governed by the BCBCA and other relevant laws, which may affect the rights of shareholders differently than those of a company governed by the laws of a U.S. jurisdiction, and may, together with our articles, have the effect of delaying, deferring or discouraging another party from acquiring control of our company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to pay for our common shares. The material differences between the BCBCA and Delaware

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General Corporation Law, or DGCL, that may have the greatest such effect include, but are not limited to, the following: (i) for certain corporate transactions (such as amalgamations, arrangements or amendments to our articles) the BCBCA generally requires the voting threshold to be a special resolution approved by 66 2/3% of shareholders, or as set out in the articles, as applicable, whereas DGCL generally only requires a majority vote; and (ii) under the BCBCA holders of an aggregate of 5% or more of our common shares can requisition a special meeting of shareholders, whereas such right does not exist under the DGCL. We cannot predict whether investors will find our company and our common shares less attractive because of these material differences or because we are governed by the BCBCA. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile. See “Description of Share Capital—Comparison of British Columbia Law and Delaware Law.”

Because we are a corporation incorporated in British Columbia and some of our directors and officers are resident in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside Canada.

We are a corporation incorporated under the laws of British Columbia with our principal executive office in Québec, Canada. We also maintain a principal executive office in the United States, located in Saddle Brook, New Jersey. Some of our directors and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Investors should not assume that Canadian courts: (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the United States or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws.

Similarly, some of our directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these non-Canadian residents. In addition, it may not be possible for Canadian investors to collect from these non-Canadian residents judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States, based solely on violations of Canadian securities laws.

Provisions in our articles, Canadian law and certain restrictive covenants applicable to us could make an acquisition of us, which may be beneficial to our shareholders, more difficult and may prevent attempts by our shareholders to replace or remove our current management and/or limit the market price of our common shares.

Provisions in our articles that will become effective immediately prior to consummation of this offering, as well as certain provisions under the BCBCA and applicable Canadian laws may discourage, delay or prevent a merger, acquisition or other change in control of us that shareholders may consider favorable, including transactions in which they might otherwise receive a premium for their common shares.

For instance, our articles contain provisions that establish certain advance notice procedures for nomination of candidates for election as directors at shareholders’ meetings. See “Description of Share Capital—Certain Important Provisions of our Articles and the BCBCA.” In addition, certain approval or consultation rights will exist under the Shareholders’ Agreement with respect to material changes in the operations at the Québec-based facilities of the Company and the maintenance of the Company’s global headquarters in Québec. See “Certain Relationships and Related Party Transactions—Shareholders’ Agreement.”

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Limitations on the ability to acquire and hold our common shares may also be imposed by the Competition Act (Canada). This legislation permits the Commissioner of Competition, or Commissioner, to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in us. Moreover, a non-Canadian must file an application for review with the Minister responsible for the Investment Canada Act and obtain approval of the Minister prior to acquiring control of a “Canadian business” within the meaning of the Investment Canada Act, where prescribed financial thresholds are exceeded. As a condition to the Acquisition, certain undertakings were given in respect of KDC Opco’s Canadian operations to Innovation, Science and Economic Development Canada, which undertakings expire on December 21, 2021. If such undertakings are not fulfilled, the Minister Responsible for the Investment Canada Act may apply to the court for an order directing compliance with such undertakings. See “Description of Share Capital—Ownership and Exchange Controls.”

Any of these provisions could limit the price that investors might be willing to pay in the future for our common shares, thereby depressing the market price of our common shares.

Knowlton Development Corporation, Inc. is a holding company with no operations of its own and, as such, it depends on its subsidiaries for cash to fund its expenses, including future dividend payments, if any.

As a holding company, our principal source of cash flow will be distributions from our operating subsidiaries, Therefore, our ability to fund and conduct our business, service our debt and pay dividends, if any, in the future will depend on the ability of our subsidiaries to generate sufficient cash flow to make upstream cash distributions to us. Our subsidiaries are separate legal entities, and although they are wholly owned and controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends or otherwise. The ability of our subsidiaries to distribute cash to us will also be subject to, among other things, restrictions that are contained in agreements, availability of sufficient funds in such subsidiaries and applicable laws and regulatory restrictions. Claims of any creditors of our subsidiaries generally will have priority as to the assets of such subsidiaries over our claims and claims of our creditors and shareholders. To the extent the ability of our subsidiaries to distribute dividends or other payments to us is limited in any way, our ability to fund and conduct our business, service our debt and pay dividends, if any, could be harmed.

Our articles will provide that any derivative actions, actions relating to breach of fiduciary duties and other matters relating to our internal affairs will be required to be litigated in Canada, and will contain an exclusive federal forum provision for certain claims under the Securities Act and the Exchange Act, which could limit your ability to obtain a favorable judicial forum for disputes with us.

Our articles that will become effective immediately prior to consummation of this offering will include a forum selection provision that provides that, unless we consent in writing to the selection of an alternative forum, the Supreme Court of British Columbia, Canada and the appellate courts therefrom, will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the BCBCA or our articles (as either may be amended from time to time); or (iv) any action or proceeding asserting a claim otherwise related to the relationships among us, our affiliates and their respective shareholders, directors and/or officers, but excluding claims related to our business or such affiliates. The forum selection provision also provides that our securityholders are deemed to have consented to personal jurisdiction in the Province of British Columbia and to service of process on their counsel in any foreign action initiated in violation of the foregoing provisions. See “Description of Share Capital—Certain Important Provisions of our Articles and the BCBCA—Forum Selection.” The forum selection provision may impose additional litigation costs on shareholders in pursuing any such claims. Additionally, the forum selection provision may limit our shareholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers and employees, even though an action, if

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successful, might benefit our shareholders. The courts of the Province of British Columbia may also reach different judgments or results than would other courts, including courts where a shareholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than to our shareholders.

For claims brought under the Securities Act, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder and our articles will provide that the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). Application of our Federal Forum Provision means that suits brought by our shareholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our shareholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court and our articles will provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action under the Exchange Act. Our shareholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

The Federal Forum Provision is intended to apply to the fullest extent permitted by law. However, the enforceability of forum selection provisions in the governing documents of other companies has been challenged in legal proceedings, and it is possible that a court could find the Federal Forum Provision to be inapplicable or unenforceable with respect to actions arising under the Securities Act.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our common shares shall be deemed to have notice of and consented to our forum selection provisions, including the Federal Forum Provision. Additionally, our shareholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. These provisions may limit our shareholders’ ability to bring a claim in a judicial forum they find favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in our articles to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition. See “Description of Share Capital—Certain Important Provisions of our Articles and the BCBCA—Forum Selection.”

Our articles will permit us to issue an unlimited number of common shares and preferred shares without seeking approval of the holders of common shares.

Our articles permit us to issue an unlimited number of common shares. We anticipate that we will, from time to time, issue additional common shares in the future. Subject to the requirements of the BCBCA, the NYSE and the TSX, we will not be required to obtain the approval of shareholders for the issuance of additional common shares. Any further issuances of common shares will result in immediate dilution to existing shareholders and may have an adverse effect on the value of their shareholdings.

Our articles that will become effective immediately prior to consummation of this offering will also permit us to issue an unlimited number of preferred shares, issuable in series and, subject to the requirements of the BCBCA, having such designations, rights, privileges, restrictions and conditions, including dividend and voting rights, as our board of directors may determine and which may be superior to those of the common shares. The issuance of preferred shares could, among other things, have the effect of delaying, deferring or preventing a change in control of the Company and might adversely affect the market price of our common shares. We have

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no current or immediate plans to issue any preferred shares following the consummation of this offering. Subject to the provisions of the BCBCA and the rules of the NYSE and the TSX, we will not be required to obtain the approval of the holders of common shares for the issuance of preferred shares or to determine the maximum number of shares of each series of preferred shares, create an identifying name for each series and attach such special rights or restrictions as our board of directors may determine. See “Description of Share Capital—Authorized Share Capital—Preferred Shares.”

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and in other sections of this prospectus that are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, and other future conditions. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. Forward-looking statements contained in this prospectus include, among other things, statements relating to:

These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors.” In addition, even if results, level of activity, performance or achievements are consistent with the forward-looking statements contained in this prospectus, those results, level of activity, performance or achievements may not be indicative of results or developments in subsequent periods. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Certain assumptions made in preparing the forward-looking statements contained in this prospectus include:

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, the factors discussed under the caption entitled “Risk Factors,” which include, but are not limited to, the following risks:

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These factors should not be construed as exhaustive and should be read with the other cautionary statements in this prospectus. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results, level of activity, performance or achievements to differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results, level of activity, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus.

Given these risks and uncertainties, you are cautioned not to place substantial weight or undue reliance on these forward-looking statements when making an investment decision. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Except as required by law, we are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC and the Canadian securities regulatory authorities, after the date of this prospectus. See “Where You Can Find More Information.”

Any references to forward-looking statements in this prospectus include forward-looking information within the meaning of applicable Canadian securities laws.

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USE OF PROCEEDS

We estimate that our net proceeds from this offering will be approximately $758.0 million, after deducting underwriting discounts and commissions but before deducting estimated offering expenses. This estimate is based on an assumed initial offering price of $14.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) and assumes that the underwriters’ option to purchase additional shares from us is not exercised. If the underwriters exercise their option to purchase additional shares from us in full, we expect to receive approximately $871.7 million of net proceeds based on an assumed initial offering price of $14.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus).

We estimate that the offering expenses (other than the underwriting discount and commissions) will be approximately $13.0 million.

We will use the net proceeds from this offering (i) to pay offering expenses (a portion of which we have already prepaid), (ii) to repay all of our outstanding borrowings under the Revolving Facility and (iii) any remaining net proceeds to repay outstanding borrowings under the Euro Term Loan. To the extent we receive sufficient net proceeds to repay the Euro Term Loan in full, we intend to use any remaining net proceeds for general corporate purposes.

The Revolving Facility and the Euro Term Loan mature on December 21, 2023 and December 21, 2025, respectively. The Revolving Facility was drawn upon, including in connection with the 2021 Revolver Increase, to finance the Distribution Financing Transactions and related fees, as well as for ordinary course working capital purposes and other general corporate purposes. The Euro Term Loan, including the 2021 Term Loan Increase, was entered into to finance the Distribution Financing Transactions and to pay fees and expenses incurred in connection therewith, to fund the acquisition of Zobele and a portion of the acquisition of HCT Metals and to repay outstanding indebtedness. Borrowings under the Revolving Facility are based on a fluctuating rate of interest determined with reference to the applicable base rate plus applicable margin. Borrowings under the Euro Term Loan bear interest at a rate equal to Euribor for the relevant interest period plus 5%. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Distribution Financing Transactions” and “Description of Certain Indebtedness.”

A $1.00 increase (decrease) in the assumed initial public offering price of $14.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) would increase (decrease) the amount of proceeds to us from this offering available by approximately $54.1 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions.

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DIVIDEND POLICY

Following the consummation of this offering, we do not currently intend to pay dividends on our common shares. We currently intend to retain any future earnings to fund the development and expansion of our business, including further acquisitions, and, therefore, we do not anticipate paying dividends on our common shares in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors, subject to applicable laws, and will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant by our board of directors. Our future ability to pay dividends on our common shares is currently limited by the terms of our Credit Agreement and may be limited by the terms of any future debt or preferred securities. Other than in connection with the Distribution Financing Transactions, which involved a return of capital of $232.65 per Class A and Class B common shares of the Company, totaling $318.5 million, paid out on February 3, 2021, we did not declare or pay any cash dividends or distributions during the three most recently completed fiscal years and the current fiscal year. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Distribution Financing Transactions” and “Description of Certain Indebtedness.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of July 31, 2021:

This table should be read in conjunction with “Use of Proceeds,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Share Capital” and the financial statements and notes thereto appearing elsewhere in this prospectus.