CSPI CSP Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

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CSP Inc.

(Exact name of registrant as specified in its charter)

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Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

XRule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.

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Section 1 - Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

This Form SD of CSP Inc. (the “Company”) is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2023 to December 31, 2023. A copy of the Company’s Conflict Minerals Report is available at https://investorrelations.cspi.com/governance/governance-documents/Minerals-Policy/default.aspx.

Item 1.02 Exhibit

As specified in Section 2, Item 2.01 of this Form SD, the Company is filing its Conflict Minerals Report as Exhibit 1.01 to this report.

Section 2 - Exhibits

Item 2.01 Exhibits

The following exhibit is filed as part of this report.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

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Exhibit 1.01

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CSP Inc.

Conflict Minerals Report

For the reporting period January 1, 2023 to December 31, 2023

This Conflict Minerals Report (the “Report”) of CSP Inc. (the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2023 to December 31, 2023.

In August 2012, the U.S. Securities and Exchange Commission (“SEC”) issued rules implementing the “conflict minerals” disclosure requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “SEC Conflict Minerals Reporting Rule” or the “Rule”). If an SEC registrant manufactures (or contracts to have manufactured) products containing columbite-tantalite (coltan), cassiterite, gold, wolframite or their derivatives, which are limited to tantalum, tin and tungsten (collectively, “3TG” or “Conflict Minerals”), and the 3TG is necessary to such products’ functionality or production, the Rule requires that registrant to undertake a reasonable country of origin inquiry. If, as a result of the reasonable country of origin inquiry, the company knows or has reason to believe that any 3TG originated in the Democratic Republic of Congo or an adjoining country as defined in the Rule (the “Covered Countries”), and are not from recycled or scrap sources, the registrant must exercise due diligence on the source and chain of custody of such minerals. Specifically, registrants must determine whether: (a) any 3TG is necessary to the functionality or production of a product manufactured or contracted to be manufactured originated in the Covered Countries; and (b) the minerals directly or indirectly finance or benefit armed groups in the Covered Countries.

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Section 1 - Description of the Company’s Products Covered by this Report

This Report relates to products: (i) for which Conflict Minerals are necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during calendar year 2023.

These products, which are referred to in this Report collectively as the “Covered Products,” consist of substantially all of the products that are manufactured or contracted to be manufactured by the Company within its High Performance Products segment.

Section 2 - Reasonable Country of Origin Inquiry

The Company has conducted a reasonable country of origin inquiry regarding the Conflict Minerals that were necessary to the functionality or production of the Covered Products. This reasonable country of origin inquiry was reasonably designed to determine whether any of the Conflict Minerals originated in the Covered Countries and whether any of the Conflict Minerals came from recycled or scrap sources.

In conducting the reasonable country of origin inquiry, the Company utilized the conflict minerals reporting template developed by the Electronic Industry Citizenship Coalition (EICC) and the Global e-Sustainability Initiative (GeSI) Extractives Working Group (the “EICC/GeSI Reporting Template”).

The Company’s supply chain with respect to the Covered Products is complex, and there are many third parties in the supply chain between the ultimate manufacture of the Covered Products and the original sources of Conflict Minerals. In this regard, the Company does not purchase Conflict Minerals directly from mines, smelters or refiners. The Company must therefore rely on its suppliers to provide information regarding the origin of Conflict Minerals that are included in the Covered Products. Moreover, the Company believes that the smelters and refiners of the Conflict Minerals are best situated to identify the sources of Conflict Minerals, and therefore has taken steps to identify the applicable smelters and refiners of Conflict Minerals in the Company’s supply chain.

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The Company has concluded that the responses obtained in its reasonable country of origin inquiry are insufficient to form the basis for a reasonable belief that none of the Conflict Minerals necessary to the functionality or production of the Company’s products originated in a Covered Country.

Section 3 - Due Diligence Measures Performed by the Company

Our due diligence processes and efforts have been designed to conform with the framework set forth in the Organization for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (OECD Guidance) and the related supplements for 3TG.

Our conflict minerals due diligence process included: the development of a Conflict Minerals Policy; the establishment of governance structures with cross-functional team members and senior executives; communication to, and engagement of, suppliers; recordkeeping; and the development of escalation procedures.

These efforts included the development of a Conflict Minerals Task Force led by our Vice President and Chief Accounting Officer and Chief Financial Officer and a team of subject matter experts from relevant functions such as, purchasing, quality assurance and manufacturing. The team of subject matter experts is responsible for implementing our conflict minerals compliance strategy.

We periodically report to the Audit Committee of the Board of Directors with respect to our due diligence process and compliance obligations.

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As stated above, the Company has adopted a company policy which is posted on our website at: https://investorrelations.cspi.com/governance/governance-documents/Minerals-Policy/default.aspx.  The policy states:

CSPI Conflict Minerals Policy

Conflict Mineral Disclosure Rules

On August 22, 2012, the United States Securities and Exchange Commission (“SEC”) adopted final rules pursuant to Section 1502 of the Dodd-Frank Act of 2010 regarding conflict minerals disclosure. These rules require public companies to report to the SEC whether tantalum, tin, tungsten or gold (“conflict minerals”) mined in the Democratic Republic of Congo or adjoining countries are used in the products they manufacture. If conflict minerals originate in these countries, publicly traded companies are required to use due diligence to trace the source and chain of custody of these minerals leading up to their receipt by the reporting company and to describe this due diligence effort and its results in reports filed annually.

CSP Inc. (CSPI) Conflict Minerals Policy Statement

CSPI is committed to complying fully with the SEC’s conflict minerals disclosure rules. It is our policy to work with our supply chain partners to take reasonable steps aimed at assuring that the identified “conflict minerals” are not sourced by CSPI or any of its supply chain partners.

In supporting the principles and objective of this legislation, CSPI requests our suppliers, in the chain of custody, exercise reasonable due diligence to determine the country of origin of these minerals and act in accordance with the “Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas”.

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We have created follow-up processes to identify and escalate any issues associated with non-responsive or problematic responses provided by suppliers in connection with our due diligence efforts.

The Company has established our due diligence compliance process and set forth documentation and record maintenance mechanisms to ensure that relevant documentation is retained in a structured electronic database.

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Because of our size, the breadth and complexity of our products, and the constant evolution of our supply chain, it is difficult to identify actors downstream from our direct suppliers.  As referenced in section 3.b above, we have identified one direct supplier for our products that are within the scope of our due diligence process.  We received this supplier’s response to our request for information. We have relied on this supplier’s response to provide us with information about the source of conflict minerals contained in the components supplied to us. Our direct supplier is similarly reliant upon information provided by its suppliers.

The Company has followed up with its suppliers in order to secure complete responses regarding both the use, and the supply and chain of custody, of any Conflict Minerals contained in the Covered Products. The Company has also initiated a process to review the reasonableness and reliability of its suppliers’ responses.

The Company does not have direct relationships with smelters and refiners, nor do we perform direct audits of these entities that provide our supply chain with these Conflict Minerals. We do rely upon industry efforts to influence smelters and refineries to get audited and certified through the Conflict-Free Sourcing Initiative’s Conflict Free Smelter Program.

Reporting

With the preparation and submission of this Conflict Minerals Report, the Company has provided a public report of its due diligence measures with regard to the sourcing of Conflict Minerals.

Section 4 - Product Categorization and Results of Due Diligence

After exercising the due diligence described above, the Company was unable to determine whether or not each of the Covered Products qualifies as “DRC conflict free,” as defined under the Rule.

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Based on the information that was provided by the Company’s suppliers and otherwise obtained through the due diligence process, the Company believes that, to the extent reasonably determinable by the Company, the facilities that were used to process the Conflict Minerals contained in the Covered Products included the smelters and refiners listed below:

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The Company does not have sufficient information to determine the country of origin of the Conflict Minerals in the Covered Products.

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Section 5 - Future Risk Mitigation and Efforts to Enhance Due Diligence

As we move toward enhancing our due diligence program, we intend to take the following steps to continue to mitigate any possible risk that the necessary Conflict Minerals in the Covered Products could benefit armed groups in the Covered Countries:

Where practicable, the Company will work with suppliers who are sourcing from non-Conflict free smelters to move towards using Conflict Free smelters, within a reasonable time frame. The time frame will be dependent on the criticality of the specific part and the availability of alternative suppliers.