PART I—FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Corpay, Inc.'s unaudited consolidated financial statements for the three and six-month periods ended June 30, 2025 [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to $20.44 billion, total liabilities rose to $16.47 billion, and total equity grew to $3.97 billion Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,192,849 | $1,553,642 | | Accounts and other receivables, net | $2,601,292 | $2,090,500 | | Goodwill | $6,334,018 | $5,984,667 | | **Total Assets** | **$20,435,226** | **$17,957,031** | | **Liabilities & Equity** | | | | Customer deposits | $4,143,205 | $3,266,126 | | Total debt (Notes payable and Securitization) | $8,117,700 | $7,996,080 | | **Total Liabilities** | **$16,468,047** | **$14,811,042** | | **Total Equity** | **$3,967,179** | **$3,145,989** | [Unaudited Consolidated Statements of Income](index=4&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Income) For Q2 2025, revenues increased 12.9% to $1.10 billion and net income attributable to Corpay reached $284.2 million, with similar growth for the six-month period Statement of Income Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $1,102,030 | $975,710 | $2,107,697 | $1,910,961 | | Operating income | $479,390 | $433,339 | $906,514 | $830,677 | | Net income attributable to Corpay | $284,168 | $251,625 | $527,401 | $481,394 | | Diluted EPS attributable to Corpay | $3.98 | $3.52 | $7.38 | $6.64 | [Unaudited Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash from operating activities increased to $1.07 billion, while financing activities shifted to a net cash inflow of $78.4 million Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $1,066,096 | $891,105 | | Net cash used in investing activities | ($222,640) | ($146,613) | | Net cash provided by (used in) financing activities | $78,355 | ($239,238) | | Net increase in cash and cash equivalents and restricted cash | $1,075,013 | $405,761 | [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures on accounting policies, acquisitions, debt, segment information, and legal contingencies, including recent strategic transactions and an ongoing FTC lawsuit - In February 2025, the Company acquired 100% of Gringo, a Brazil-based vehicle compliance payment company, for approximately **$153.7 million**, net of cash, financed through a capital infusion into its subsidiary, Zapay, increasing Corpay's controlling interest to 86%[50](index=50&type=chunk) - In April 2025, Corpay expanded its partnership with Mastercard, which includes a **$300 million** investment by Mastercard for a **2.8%** interest in Corpay's Cross-Border business, with reciprocal put/call options exercisable in 2027 and 2028[53](index=53&type=chunk) - Subsequent to the quarter end, in July 2025, the Company announced a firm intention to acquire 100% of Alpha Group International plc for an enterprise value of approximately **$2.2 billion**, expected to close in Q4 2025 and funded by cash, debt, and divestitures[100](index=100&type=chunk)[101](index=101&type=chunk) - The company is involved in an ongoing lawsuit with the Federal Trade Commission (FTC) regarding advertising and marketing practices, with a court granting summary judgment against the company on liability but denying the FTC's claim for monetary relief, and the case is currently under appeal[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=27&type=section&id=Item%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the financial results for Q2 and H1 2025, highlighting a 13% revenue increase in Q2 driven by organic growth and acquisitions, alongside segment performance and liquidity [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Q2 2025 consolidated revenue increased 12.9% to $1.1 billion, driven by organic growth and acquisitions, with Corporate Payments showing significant growth while Lodging Payments declined Q2 2025 vs. Q2 2024 Revenue Growth by Segment (in millions) | Segment | Q2 2025 Revenue (M) | Q2 2024 Revenue (M) | % Change | | :--- | :--- | :--- | :--- | | Vehicle Payments | $525.5 | $510.3 | 3.0% | | Corporate Payments | $391.9 | $288.5 | 35.9% | | Lodging Payments | $119.8 | $122.4 | (2.1)% | | Other | $64.8 | $54.6 | 18.8% | | **Total** | **$1,102.0** | **$975.7** | **12.9%** | - Q2 2025 consolidated revenue growth was driven by **11% organic growth** and **5% from acquisitions**, offset by a negative macroeconomic impact of approximately **$19 million** (unfavorable FX, fuel price spreads, and fuel prices)[142](index=142&type=chunk)[143](index=143&type=chunk) - Corporate Payments revenue growth of **35.9%** in Q2 2025 was fueled by **18% organic growth** (driven by a **19% increase in spend volume**) and a **$42 million** contribution from acquisitions[155](index=155&type=chunk) - Vehicle Payments revenue grew **3.0%** in Q2 2025, reflecting **9% organic growth** and a **$4 million** contribution from acquisitions, but was negatively impacted by unfavorable FX (**$10 million**), the disposition of the merchant solutions business (**$10 million**), and unfavorable fuel prices/spreads (**$13 million**)[153](index=153&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, Corpay maintained approximately $3.5 billion in total liquidity, with key capital activities including debt management and ongoing share repurchases - Total liquidity as of June 30, 2025, was approximately **$3.5 billion**, comprising **$1.4 billion** available under the Credit Facility and **$2.2 billion** in unrestricted cash[184](index=184&type=chunk) - In February 2025, the company amended its Credit Agreement to increase Term Loan B commitments by **$750 million**, using the proceeds to pay down the revolving credit facility[192](index=192&type=chunk) - The company utilizes interest rate swaps to hedge variable rate debt, with a cumulative notional value of **$4.5 billion** as of June 30, 2025, and also uses cross-currency swaps to hedge net investments in foreign operations[133](index=133&type=chunk)[201](index=201&type=chunk)[204](index=204&type=chunk) - The stock repurchase program has **$1.2 billion** of remaining authorization available for future repurchases as of June 30, 2025[206](index=206&type=chunk)[207](index=207&type=chunk) [Management's Use of Non-GAAP Financial Measures](index=45&type=section&id=Management%27s%20Use%20of%20Non-GAAP%20Financial%20Measures) Management utilizes non-GAAP measures like Adjusted Net Income and Adjusted EBITDA to assess core operating performance, with Q2 2025 Adjusted Net Income at $366.4 million and Adjusted EBITDA at $620.6 million Reconciliation of Net Income to Adjusted EBITDA (in millions) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income from operations | $284.1 | $251.7 | $528.0 | $481.5 | | EBITDA | $570.7 | $517.7 | $1,090.0 | $1,000.1 | | **Adjusted EBITDA** | **$620.6** | **$554.4** | **$1,176.0** | **$1,070.9** | | Adjusted EBITDA margin | 56.3% | 56.8% | 55.8% | 56.0% | Reconciliation of Net Income to Adjusted Net Income (in thousands) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income attributable to Corpay | $284,168 | $251,625 | $527,401 | $481,394 | | **Adjusted net income attributable to Corpay** | **$366,421** | **$324,983** | **$689,347** | **$626,303** | | Adjusted net income per diluted share | $5.13 | $4.55 | $9.64 | $8.64 | [Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As of June 30, 2025, the company reports no material changes to its market risk disclosures compared to its prior Annual Report on Form 10-K - There have been no material changes in the company's market risk since the end of the previous fiscal year[235](index=235&type=chunk) [Controls and Procedures](index=51&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) As of June 30, 2025, management concluded that disclosure controls and procedures were not effective due to a material weakness in IT general controls, with a remediation plan underway - The CEO and CFO concluded that disclosure controls and procedures were not effective as of June 30, 2025[236](index=236&type=chunk) - The ineffectiveness is due to a material weakness in IT general controls (ITGCs) related to user access management over certain IT systems, first identified in the 2024 Form 10-K[237](index=237&type=chunk) - A remediation plan is underway, focusing on enhancing IT compliance oversight, training, documentation, and system functionality, with remediation expected once new controls operate effectively for a sufficient period[241](index=241&type=chunk)[242](index=242&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings](index=53&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) This section details the company's legal matters, including the dismissal of shareholder derivative lawsuits and the ongoing Federal Trade Commission (FTC) litigation with an uncertain outcome - The consolidated shareholder derivative lawsuit against the company was dismissed by the court on April 1, 2025, and the plaintiffs did not appeal[247](index=247&type=chunk) - The lawsuit filed by the FTC is ongoing, with the District Court granting summary judgment on liability but denying monetary relief, and the case is now under appeal in the Eleventh Circuit[248](index=248&type=chunk)[249](index=249&type=chunk) - The company is currently unable to predict the ultimate outcome or estimate a range of possible losses resulting from the FTC litigation[251](index=251&type=chunk) [Risk Factors](index=54&type=section&id=Item%201A.%20RISK%20FACTORS) The company reports no material changes in its risk factors compared to those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - There have been no material changes in risk factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[252](index=252&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities](index=54&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%2C%20USE%20OF%20PROCEEDS%20AND%20ISSUER%20PURCHASE%20OF%20EQUITY%20SECURITIES) The company details its Q2 2025 stock repurchase activity, with $1.2 billion remaining authorization under its $9.1 billion program, primarily for employee tax withholding obligations - As of June 30, 2025, the company has up to **$1.2 billion** of remaining authorization under its stock repurchase program[253](index=253&type=chunk) Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | April 1-30, 2025 | 22,983 | $313.50 | | May 1-31, 2025 | 69,125 | $354.75 | | June 1-30, 2025 | 221 | $326.79 | | **Total Withheld for Taxes** | **92,329** | **$344.41** |

[Financial Highlights and Management Commentary](index=1&type=section&id=Financial%20Highlights%20and%20Management%20Commentary) Corpay reported strong Q2 2025 results with 13% revenue and adjusted EPS growth, driven by organic revenue and strategic acquisitions Q2 2025 Financial Highlights vs. Q2 2024 | Metric | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenues | $1,102.0M | $975.7M | +13% | | Net Income | $284.2M | $251.6M | +13% | | Net Income per Diluted Share | $3.98 | $3.52 | +13% | | Adjusted EBITDA | $620.6M | $554.4M | +12% | | Adjusted Net Income | $366.4M | $325.0M | +13% | | Adjusted Net Income per Diluted Share | $5.13 | $4.55 | +13% | - Organic revenue growth for the quarter was **11%**, a **500 basis point improvement** year-over-year[4](index=4&type=chunk)[6](index=6&type=chunk) - The Corporate Payments segment was a key driver of growth, with organic revenue increasing by **18%**[2](index=2&type=chunk) - Strategic initiatives include the announced acquisition of Alpha Group and partnerships to participate in the stablecoin and digital currency markets[1](index=1&type=chunk)[2](index=2&type=chunk) [Updated Fiscal Year 2025 Outlook](index=1&type=section&id=Updated%20Fiscal%20Year%202025%20Outlook) Corpay raised its full-year 2025 financial guidance due to Q2 outperformance and favorable currency rates, providing updated financial ranges Updated Full-Year 2025 Financial Guidance | Metric | Low End | High End | | :--- | :--- | :--- | | Total Revenues | $4,405M | $4,485M | | Net Income | $1,171M | $1,211M | | Net Income per Diluted Share | $16.41 | $16.81 | | Adjusted Net Income | $1,488M | $1,528M | | Adjusted Net Income per Diluted Share | $20.86 | $21.26 | - Key guidance assumptions include: - Weighted average U.S. fuel prices at **$3.16 per gallon** - Interest expense between **$360 million** and **$390 million** - An effective tax rate of approximately **25.5% to 26.5%**[5](index=5&type=chunk)[11](index=11&type=chunk) [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) Corpay's consolidated financial statements detail financial position and performance, with increased cash from operations and total assets [Unaudited Condensed Consolidated Statements of Income](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Income) Q2 2025 revenues grew **13%** to **$1.102 billion** and operating income increased **11%**, with H1 revenues up **10%** Q2 2025 vs Q2 2024 Income Statement Highlights (in thousands) | Line Item | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenues, net | $1,102,030 | $975,710 | 13% | | Operating Income | $479,390 | $433,339 | 11% | | Net Income Attributable to Corpay | $284,168 | $251,625 | 13% | | Diluted Earnings Per Share | $3.98 | $3.52 | 13% | Six Months 2025 vs 2024 Income Statement Highlights (in thousands) | Line Item | H1 2025 | H1 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenues, net | $2,107,697 | $1,910,961 | 10% | | Operating Income | $906,514 | $830,677 | 9% | | Net Income Attributable to Corpay | $527,401 | $481,394 | 10% | | Diluted Earnings Per Share | $7.38 | $6.64 | 11% | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, Corpay's total assets reached **$20.44 billion**, driven by increased cash and receivables, with equity rising Balance Sheet Highlights (in thousands) | Asset/Liability/Equity | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,192,849 | $1,553,642 | | Total current assets | $10,759,243 | $8,675,869 | | Total assets | $20,435,226 | $17,957,031 | | **Liabilities & Equity** | | | | Customer deposits | $4,143,205 | $3,266,126 | | Total current liabilities | $9,639,769 | $8,707,881 | | Total Corpay stockholders' equity | $3,928,573 | $3,122,342 | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 net cash from operating activities was **$1.07 billion**, with financing activities shifting to an inflow due to reduced repurchases Six Months Ended June 30, Cash Flow Summary (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $1,066,096 | $891,105 | | Net cash used in investing activities | ($222,640) | ($146,613) | | Net cash provided by (used in) financing activities | $78,355 | ($239,238) | | Net increase in cash and cash equivalents | $1,075,013 | $405,761 | - Stock repurchases were significantly lower in H1 2025 (**$90.9M**) compared to H1 2024 (**$947.1M**)[26](index=26&type=chunk) [Segment Performance Analysis](index=9&type=section&id=Segment%20Performance%20Analysis) Corporate Payments was the primary growth engine in Q2 2025, with revenues surging **36%** to **$391.9 million** Q2 2025 Revenue by Segment (As Reported, in millions) | Segment | Q2 2025 Revenue | Q2 2024 Revenue | % Change | | :--- | :--- | :--- | :--- | | Vehicle Payments | $525.5 | $510.3 | 3% | | Corporate Payments | $391.9 | $288.5 | 36% | | Lodging Payments | $119.8 | $122.4 | (2)% | | Other | $64.8 | $54.6 | 19% | Q2 2025 Revenue by Segment (Pro Forma & Macro Adjusted, in millions) | Segment | Q2 2025 Revenue | Q2 2024 Revenue | % Change | | :--- | :--- | :--- | :--- | | Vehicle Payments | $548.4 | $504.2 | 9% | | Corporate Payments | $389.1 | $330.6 | 18% | | Lodging Payments | $119.5 | $122.4 | (2)% | - The United States remains the largest geographical market, contributing **49%** of total revenue in Q2 2025, though its share decreased from **52%** in Q2 2024[34](index=34&type=chunk) [Reconciliation of GAAP to Non-GAAP Measures](index=3&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Measures) Corpay provides non-GAAP measures like Adjusted Net Income and Adjusted EBITDA for a clearer view of core operating performance - Non-GAAP measures like Adjusted Net Income and Adjusted EBITDA are used by management to evaluate operating performance, for planning, and to allocate resources[13](index=13&type=chunk)[20](index=20&type=chunk) Q2 2025 Reconciliation of Net Income to Adjusted Net Income (in thousands) | Description | Amount | | :--- | :--- | | Net income attributable to Corpay (GAAP) | $284,168 | | Stock-based compensation | $28,868 | | Amortization | $64,137 | | Integration and deal related costs | $14,452 | | Other Adjustments | ($3,295) | | Tax Impact of Adjustments & Discrete Items | ($21,909) | | **Adjusted net income attributable to Corpay (Non-GAAP)** | **$366,421** | Q2 2025 Reconciliation to Adjusted EBITDA (in millions) | Description | Amount | | :--- | :--- | | Net income from operations (GAAP) | $284.1 | | Plus: Taxes, Interest, D&A, etc. | $286.6 | | **EBITDA** | **$570.7** | | Plus: Stock-based compensation | $28.9 | | Plus: Other addbacks (legal, restructuring, etc.) | $21.0 | | **Adjusted EBITDA (Non-GAAP)** | **$620.6** | Reconciliation of Full-Year 2025 Guidance (in millions) | Metric | Low End | High End | | :--- | :--- | :--- | | Net Income (GAAP) | $1,171 | $1,211 | | Total pre-tax adjustments | $424 | $424 | | Income taxes on adjustments | ($107) | ($107) | | **Adjusted Net Income (Non-GAAP)** | **$1,488** | **$1,528** |

Core Points - Volatus Aerospace Inc. has entered into an agreement for a bought deal private placement of 8,076,924 units at a price of $0.52 per unit, aiming for gross proceeds of $4,200,000 [1][2] - Each unit consists of one common share and one-half of a common share purchase warrant, with the whole warrant allowing the purchase of one common share at an exercise price of $0.76 for 36 months [2] - The offering will be available to purchasers across all provinces in Canada under the "Listed Issuer Financing Exemption" and will not be subject to statutory hold periods [3] Underwriter Details - The underwriter has an option to purchase an additional 15% of the offered securities at the issue price, exercisable up to 48 hours before the closing date [4] - The underwriter will receive a cash fee of 6.0% of the gross proceeds and non-transferable warrants equal to 6.0% of the number of offered securities sold [5] Use of Proceeds - The net proceeds from the offering will be used for expansion into the defense business segment, increasing inventory of drone systems, and for general working capital [6] - The offering is expected to close on or about August 14, 2025, subject to necessary approvals [6] Company Overview - Volatus Aerospace is a leader in global aerial solutions, providing services across various industries including oil and gas, energy utilities, healthcare, public safety, and infrastructure [8] - The company focuses on enhancing operational efficiency, safety, and sustainability through advanced aerial technologies [8]

Core Insights - Volatus Aerospace Inc. has secured a contract valued at approximately C$1M to deliver lightweight tactical ISR drone systems to a NATO member country, expected to be fulfilled in August 2025 [1][3] - The drone systems are designed for short-range operations and equipped with electro-optical and thermal imaging sensors, making them suitable for day and night operations in all weather conditions [2] - The contract enhances Volatus' presence in the defense sector and addresses the growing NATO demand for scalable ISR capabilities that are effective and economically sustainable [3] Company Overview - Volatus Aerospace is a leader in aerial intelligence and cargo solutions, with over 100 years of combined institutional knowledge in aviation [4] - The company provides comprehensive solutions using both piloted and remotely piloted aircraft systems across various industries, including oil and gas, energy utilities, healthcare, public safety, and infrastructure [4] - Volatus is committed to enhancing operational efficiency, safety, and sustainability through advanced aerial technologies [4]

Core Insights - Volatus Aerospace Inc. has launched the Condor XL heavy-lift drone program, aimed at addressing global demand for autonomous drone solutions [1][2] - The program aligns with the Canadian government's commitment to increased defense spending and domestic manufacturing capabilities [2] - The global heavy lift drone market is projected to reach $1.4 billion by 2030, with a CAGR of 13.4% from 2024 to 2030, driven by demand in aerial logistics and various industries [4] Company Overview - Volatus Aerospace is a leader in aerial intelligence and cargo solutions, leveraging over 100 years of combined aviation experience [6][7] - The company focuses on enhancing operational efficiency, safety, and sustainability through advanced aerial technologies [7] Product Details - The Condor XL drone can carry up to 180 kg and travel distances of up to 200 km, showcasing its potential for remote logistics and long-range operations [2][5] - Flight testing for the Condor XL is scheduled to begin in the fall, with operational deployments planned for 2026 [5] Strategic Importance - The Condor XL program is positioned as a strategic investment in aerospace innovation, contributing to Canada's defense readiness and industrial self-reliance [5] - The initiative aims to modernize Canadian supply chains and support Arctic sovereignty [5]

Core Points - Volatus Aerospace Inc. has successfully closed a fully subscribed non-brokered listed issuer financing exemption (LIFE) private placement, raising approximately $10 million by issuing 19,230,770 units at a price of $0.52 per unit [1][2] - Each unit consists of one common voting share and one-half of a common share purchase warrant, with each whole warrant allowing the purchase of one common share at an exercise price of $0.76 for 36 months [1] - The net proceeds from the LIFE Financing will be used for expansion into the defense business segment, increasing inventory of drone systems, and for general working capital [2] Financial Details - The LIFE Offering generated gross proceeds of approximately $10 million [1] - The company paid an aggregate of $600,000 as finder's fees related to the LIFE Offering [3] Regulatory Information - The LIFE Offering is subject to final approval from the TSX Venture Exchange (TSXV) [3] - The securities issued under the LIFE Offering are not subject to a hold period under applicable Canadian securities laws [4] Company Overview - Volatus Aerospace Inc. is a leader in innovative global aerial solutions, providing comprehensive services using both piloted and remotely piloted aircraft systems across various industries [6] - The company focuses on enhancing operational efficiency, safety, and sustainability through advanced aerial technologies [6]

Core Viewpoint - Volatus Aerospace Inc. is conducting a non-brokered private placement to raise up to approximately $10 million for expansion into the defense sector and to increase inventory of drone systems to meet rising demand [1][3]. Group 1: Offering Details - The offering consists of up to 19,230,770 units priced at $0.52 per unit, with each unit comprising one common voting share and one-half of a common share purchase warrant [1][2]. - Each warrant allows the holder to purchase one common share at an exercise price of $0.76 for a period of 36 months [2]. Group 2: Use of Proceeds - The net proceeds from the financing will be allocated for expanding into the defense business segment, increasing drone system inventory, and general working capital [3]. Group 3: Closing and Regulatory Aspects - The financing is expected to close around July 16, 2025, subject to customary conditions and necessary approvals from the TSX Venture Exchange [4]. - The financing may be completed in multiple tranches, and eligible finders may receive a cash fee of up to 6% of the gross proceeds [4]. Group 4: Company Overview - Volatus Aerospace Inc. specializes in innovative aerial solutions for various industries, including oil and gas, energy utilities, healthcare, public safety, and infrastructure [8]. - The company aims to enhance operational efficiency, safety, and sustainability through advanced aerial technologies [8].

Core Insights - Volatus Aerospace Inc. has successfully delivered a fleet of tactical ISR drone systems to a NATO partner, valued at approximately C$1.85 million, with all systems now operational [1][2][3] - The delivered drone systems are lightweight and equipped with thermal and visual sensors, enabling all-weather day/night operations, enhancing frontline situational awareness [2][3] - The delivery highlights Volatus' expanding role in defense support and aligns with NATO's increasing investment in cost-effective ISR platforms [3] Company Overview - Volatus Aerospace is a leader in aerial intelligence and cargo solutions, with over 100 years of combined institutional knowledge in aviation [4] - The company provides comprehensive solutions using both piloted and remotely piloted aircraft systems across various industries, including oil and gas, energy utilities, healthcare, public safety, and infrastructure [4] - Volatus is committed to enhancing operational efficiency, safety, and sustainability through innovative aerial technologies [4]

Core Insights - Volatus Aerospace Corp. has been awarded a contract worth approximately $560,000 CAD for advanced training in drone operations and sensor payload utilization, emphasizing its role in government programs [1][2][5] - The training program aims to enhance operational readiness for allied personnel, particularly in data collection and real-time situational awareness [2][3] - Volatus Academy provides comprehensive training across various sectors, including civil, defense, and government, with a focus on RPAS operations and pilot certification [3][4] Company Overview - Volatus Aerospace is recognized as a leader in innovative aerial solutions, utilizing both piloted and remotely piloted aircraft systems across multiple industries such as oil and gas, healthcare, and public safety [5] - The company emphasizes operational efficiency, safety, and sustainability through advanced aerial technologies [5] - Volatus Academy employs a hybrid delivery model for training, incorporating in-person, virtual, and e-learning options to support workforce development [4]

Group 1: Government Commitment and Industry Impact - The Government of Canada has pledged to increase defense spending to 2% of GDP and endorsed NATO's target of 5% by 2035, indicating a strengthened commitment to national sovereignty and collective allied readiness [1][2] - This commitment opens opportunities for greater domestic innovation and industrial participation in the defense sector, particularly for companies like Volatus Aerospace [2][3] Group 2: Company Capabilities and Strategic Alignment - Volatus Aerospace is well-positioned to contribute to areas such as Intelligence, Surveillance, and Reconnaissance (ISR), remote operations, and advanced training, aligning with the government's updated defense strategy [2][3] - The company engages with federal agencies and allied stakeholders to identify contributions to programs like NORAD modernization and Arctic sovereignty [3][6] Group 3: Company Overview and Services - Volatus Aerospace specializes in Remotely Piloted Aircraft Systems (RPAS) services, sensor payload integration, and workforce development, with operations in Canada, the United States, the United Kingdom, and Europe [2][4] - The company aims to enhance operational efficiency, safety, and sustainability through innovative aerial technologies across various industries, including oil and gas, energy utilities, healthcare, public safety, and infrastructure [4]