Financial Performance - Record net operating revenues reached $132.4 billion, up 33% from the previous year, with net income increasing 17% to $305.9 million[295][299][302] - Net operating revenues increased by 16% to $2.05 billion, with a diluted earnings per share of $5.89 compared to $5.31 in the previous year[299][302] - Operating revenues increased by $690.7 million, or 20%, to $4,126.9 million for the fiscal year ended September 30, 2025, compared to $3,436.2 million in 2024[305] - Total revenues for the fiscal year ended September 30, 2025, increased to $132,375.0 million, a 32% rise from $99,890.2 million in 2024[350] - Segment income for the fiscal year ended September 30, 2025, was $1,027.7 million, up 16% from $885.6 million in 2024[350] Client Balances and Equity - Average client equity and average money market/FDIC sweep client balances increased by 25% and 21%, respectively, compared to the prior year[296] - Average client equity for listed derivatives increased by 25% to $7,785 million, including an incremental $5.6 billion per month from RJO for two months post-acquisition[310] - Average client equity for listed derivatives rose to $2,114 million, a 23% increase from $1,715 million in 2024[355] - Average client equity for listed derivatives increased by 26% to $5,671 million for the fiscal year ended September 30, 2025[372] Acquisitions - The acquisition of R.J. O'Brien was completed for approximately $651.9 million in cash and stock, significantly enhancing the company's position in the global financial market[290] - The acquisition of Benchmark was completed for approximately $57.1 million in cash, with additional contingent payments valued at $25.3 million[292] - The acquisition of RJO contributed $141.0 million in operating revenues, with listed derivatives revenues increasing by $104.6 million, primarily due to RJO's contribution of $89.5 million[306] - The acquisition of RJO contributed 4.1 million listed derivative contracts in the fiscal year ended September 30, 2025[355] Revenue Sources - Operating revenues from securities transactions rose by $390.9 million, driven by a 27% increase in average daily volume (ADV) and a 9% increase in revenue per million (RPM)[307] - Operating revenues derived from listed derivatives increased by $53.8 million, driven by a 29% increase in contract volumes[357] - Operating revenues from physical contracts increased by $69.1 million, with significant contributions from agricultural and energy sectors[309] - Operating revenues from FX/CFD contracts increased by $59.0 million, driven by a 37% increase in FX/CFD contracts RPM[401] Expenses - Variable expenses accounted for 54% of total expenses, up from 52% in the previous fiscal year[298] - Total fixed compensation and other expenses increased by 14% to $1.04 billion, reflecting growth in acquired businesses and professional fees[302] - Total non-interest expenses for the fiscal year ended September 30, 2025, were $2,243.1 million, up from $1,907.4 million in 2024[337] - Total contractual obligations as of September 30, 2025 amounted to $152,343.7 million, with significant purchase obligations of $149,968.9 million due within one year[470] Interest and Fees - Interest income increased by $337.5 million to $1.7 billion, driven primarily by the acquisition of RJO, which contributed $50 million[296][302] - Total interest expense increased by $297.0 million, or 25%, to $1,480.5 million, driven by growth in the securities repo and lending businesses[314] - Interest expense rose by $259.8 million, or 24%, to $1,332.3 million for the fiscal year ended September 30, 2025, compared to $1,072.5 million in the previous year[372] - Interest and fee income earned on client balances increased by $45.7 million, mainly due to RJO's contribution of $50.0 million[310] Employee and Compensation - The number of employees increased by 874, or 19%, to 5,430 at the end of the fiscal year[323] - Total compensation and other expenses increased by $227.6 million, or 16%, to $1,649.5 million for the fiscal year ended September 30, 2025, compared to $1,421.9 million for the previous year[322] - Variable compensation and benefits rose to $607.1 million, a 20% increase from $506.5 million in 2024, representing 30% of net operating revenues[323] - Fixed compensation and benefits increased by 15% to $500.6 million, up from $435.9 million in 2024[323] Financial Position and Liquidity - Total assets as of September 30, 2025, were $45,268.0 million, compared to $27,466.3 million as of September 30, 2024, reflecting significant growth[445] - As of September 30, 2025, total equity was $2,377.4 million, with outstanding loans under revolving credit facilities and other payables amounting to $782.0 million[437] - The company reported cash, segregated cash, cash equivalents, and segregated cash equivalents increased by $4,847.6 million from $6,672.6 million as of September 30, 2024 to $11,520.2 million as of September 30, 2025[463] - The company had various committed bank credit facilities totaling $1,705.0 million, with $621.8 million outstanding as of September 30, 2025[454] Risk Management and Compliance - The company has implemented credit guidelines to limit current and potential credit exposure to any one counterparty, ensuring risk management in trading activities[479] - Inflation may lead to increased expenses in compensation, transaction-based clearing, and occupancy, potentially affecting the company's financial position and results of operations[481] - The company is in compliance with all financial covenants under its outstanding facilities as of September 30, 2025[456] Taxation - The effective income tax rate was 25% for the fiscal year ended September 30, 2025, down from 26% in 2024[335] - The company repatriated $73.5 million and $100.0 million of earnings previously taxed in the U.S. for the fiscal years ended September 30, 2025, and 2024, respectively[449]

Financial Performance - For the year ended December 31, 2024, the Company reported a net income of approximately $4.2 million, which included approximately $3.6 million of debt forgiveness and $1.2 million of income from investments held in the Trust Account[371]. - For the three months ended June 30, 2025, the Company incurred a net loss of approximately $6.4 million, primarily due to $5.3 million in non-operating losses from changes in fair value of derivative warrant liabilities[374]. - The Company had a net income of approximately $4.5 million for the year ended December 31, 2023, driven by $5.6 million of income from investments held in the Trust Account[372]. Share Redemptions - A total of 28,119,098 Public Shares were redeemed for approximately $287.7 million at a redemption price of about $10.23 per share during the First Extension[350]. - The Second Extension resulted in the redemption of 1,339,804 Public Shares for an aggregate amount of approximately $14.4 million at a redemption price of about $10.74 per share[351]. - During the Third Extension, 2,372,565 Public Shares were redeemed for approximately $26.2 million at a redemption price of about $11.02 per share[352]. - The Fourth Extension saw the redemption of 2,512,919 Public Shares for approximately $28.9 million at a redemption price of about $11.50 per share[354]. Initial Public Offering - The Initial Public Offering generated gross proceeds of $345.0 million from the sale of 34,500,000 Units at $10.00 per Unit, with offering costs of approximately $19.9 million[344]. - As of the Initial Public Offering, 34,500,000 Class A Ordinary Shares subject to possible redemption were presented at redemption value as temporary equity[387]. Business Combination and Extensions - The Company must complete an Initial Business Combination by March 16, 2026, or face liquidation and redemption of Public Shares[360]. - The Company has until March 16, 2026, to consummate the Proposed Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed[369]. - The Company entered into a Merger Agreement with Innovative Rocket Technologies Inc. on July 22, 2025, which will result in iRocket becoming an indirect wholly-owned subsidiary of Holdco[347]. Financial Position and Liabilities - As of June 30, 2025, the Company had approximately $0 in its operating bank account and a working capital deficit of approximately $2.9 million[362]. - The Company issued a Convertible Note to the Sponsor allowing borrowing of up to $1.5 million for ongoing expenses related to the business and Initial Business Combination[365]. - The Company had borrowings of $450,000 under the Extension Note as of December 31, 2024, which were later forgiven[364]. Trust Account and Deposits - The Company has made monthly deposits of $165,000 and $75,000 into the Trust Account for extensions, totaling $990,000 and $450,000 respectively[350][351]. - The Company made monthly deposits of approximately $80,055.99 to the Trust Account between March 16, 2024, and September 26, 2024, totaling approximately $480,335.94[367]. Regulatory and Compliance - The Company received notice from the NYSE on March 18, 2024, regarding the suspension of its securities listing due to failure to complete an Initial Business Combination within three years of its IPO[361]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements[398]. Accounting and Reporting Standards - The company adopted ASU 2023-07 for the annual period ending December 31, 2024, which improves reportable segment disclosure requirements[393]. - The company adopted ASU 2022-03 on December 31, 2023, which clarifies that a contractual sales restriction is not considered in measuring an equity security at fair value[394]. - The company adopted ASU 2016-13 on January 1, 2023, which requires financial assets measured at amortized cost to be presented at the net amount expected to be collected[395]. Administrative and Other Expenses - The Company agreed to pay the Sponsor $10,000 per month for administrative support services starting from the date its securities were listed on the NYSE[380]. - The company received a waiver of underwriter fees amounting to $6,037,500, with $5,579,875 presented in the consolidated statement of changes in shareholders deficit and $457,625 recognized as a gain on the waiver[383]. Shareholder Equity and Warrants - The company recognizes Public Warrants and Private Placement Warrants as derivative liabilities at fair value, with the fair value of Public Warrants as of December 31, 2023, and 2022 based on observable listed prices[386]. - The company calculates net income per ordinary share by dividing net income by the weighted average shares of ordinary shares outstanding for the respective period[389]. - Diluted net income (loss) per share is the same as basic net income (loss) per share for the years ended December 31, 2024, 2023, and 2022, as the exercise of Warrants is contingent upon future events[391]. Off-Balance Sheet Arrangements - As of June 30, 2025, the company did not have any off-balance sheet arrangements[397].

Financial Performance - The company reported a net loss of $21,651,993 for the fiscal year ended August 31, 2025, compared to a net loss of $10,383,171 for the previous fiscal year, indicating a significant increase in losses [29]. - Total liabilities as of August 31, 2025, amounted to $61,462,255, with $32,511,664 related to notes payable for inventory financing [30]. - The company issued 2,986,234 common shares and 1,470,000 pre-funded warrants during the year for net proceeds of $25,103,817, indicating ongoing capital-raising efforts [32]. - The company identified a material weakness in internal controls over financial reporting, which could lead to potential misstatements in financial statements [52]. - The company does not intend to pay dividends for the foreseeable future, focusing instead on capital appreciation for shareholders [118]. - Future equity offerings may lead to substantial dilution of existing shareholders' ownership interests and net tangible book value per share [116]. - The weighted average interest rate on floor plan facilities was 9.7% as of August 31, 2025 [143]. - The balance on all floor plan financings as of August 31, 2025, was $32,511,664 [146]. Market and Economic Conditions - Demand for recreational boats is highly volatile and can be adversely affected by economic downturns, impacting sales and revenues [34]. - Adverse weather conditions during peak boating seasons can materially affect sales and rentals, potentially leading to lower-than-expected annual results [35]. - Rising interest rates could negatively impact consumer financing for boat purchases, affecting overall sales [36]. - Inflationary pressures on raw materials and wages may adversely affect the company's financial results and consumer purchasing behavior [37]. - The company generated the majority of its revenues for the 2025 fiscal year in the United States, exposing it to currency translation and transaction risks due to fluctuations in exchange rates [48]. - The average CAD-USD exchange rate during fiscal 2025 ranged from C$1.4390 to C$1.3546 per $1.00, indicating significant volatility [49]. Operational Risks and Challenges - The acquisition of Nautical Ventures on June 20, 2025, is expected to significantly impact the company's assets and revenues, although integration challenges may arise [33]. - The company relies on key personnel for its operations, and the loss of any of these individuals could adversely affect business performance [38]. - The company is subject to various regulations, and any breaches could have a material adverse effect on its operations and financial results [39]. - The company relies on manufacturers for quality boating products, and any disruptions in their operations could adversely affect inventory availability and business performance [70]. - The company relies on a limited number of suppliers for key components, which may lead to supply chain risks [93]. - The company faces intense competition in a fragmented recreational boat industry, impacting sales and market share [72]. - The company faces risks related to labor and union activities, which could increase employee costs and the risk of work stoppages [105]. - The company relies on network and information systems, and disruptions from cyber threats could materially affect its operations and financial condition [103]. Nautical Ventures Acquisition - The company expanded its business through the acquisition of Nautical Ventures in June 2025, which introduces additional operational risks [64]. - Nautical Ventures' dealership business model is highly leveraged, with significant debt incurred for inventory purchases and property mortgages [67]. - Nautical Ventures accounted for approximately 92.8% of total revenue for the fiscal year 2025, despite only two and a half months of operations within that period [133]. - Revenue from Nautical Ventures primarily derived from the sale of boats from third-party manufacturers, with approximately 89% and 90% of revenues for the year ended December 31, 2024, and the three months ended March 31, 2025, respectively [134]. - Nautical Ventures achieved annual sales near or over $100 million in its past two full calendar years, with boat sales accounting for approximately 80.5% of total revenue in fiscal year 2025 [138]. - Nautical Ventures operates eight locations in Florida, including four dealerships and a marina, contributing significantly to the company's asset base [133]. Electric Powertrain Development - The commercialization of the electric powertrain is uncertain, with no significant customers currently established [88]. - The company plans to upgrade its electric powertrain technology and introduce new models to remain competitive in the electric powerboat industry [97]. - A Manufacture and Supply Agreement with Linamar Corporation was established for the mass production of the E-Motion™ electric powertrain, with a production capacity of 300 powertrains and 150 boats per year at current facilities [98]. - The company did not meet its goal of manufacturing approximately 50 powerboats and beginning commercialization of electric powertrains in 2023, which may require reassessment of business plans [99]. - The company has filed thirteen patent applications related to the E-Motion™ powertrain system and plans to file an additional eleven applications in the next twelve months [107]. - The first fully-electric outboard powertrain system has a maximum power of 180 HP (135 kW), maximum torque of 250 ft.lb (340 Nm), and efficiency of 96% [181]. - The company recorded powertrain efficiencies of more than 96%, significantly higher than the 54% efficiency of the principal competitor's product [148]. - The company generated approximately $57,000 in revenue from the sale of its powertrains in the 2025 fiscal year [149]. - The company announced a strategic partnership with Armada Pontoons to introduce a new electric pontoon boat design [167]. - The E-Motion™ Electric Powertrain System has been approved for inclusion in California's CORE Voucher Incentive Project, allowing for point-of-sale vouchers of up to $170,000 per unit [172]. Future Outlook and Strategy - The company plans to open another rental operation in Dania Beach, Florida, to enhance brand awareness and revenue generation [151]. - Electric boats are expected to see increased sales through Nautical Ventures, leveraging Vision Marine's experience in the electric boating market [141]. - Nautical Ventures aims to sell electric powertrains to OEMs and directly to consumers, identifying a viable market opportunity despite competition [218]. - The company emphasizes its competitive advantages, including proven retail experience and a strong brand reputation [219]. - The company is aware of potential competition from established manufacturers like Torqeedo and the risk of OEMs producing their own powertrains [218]. - The company focuses on strategic high visibility geographic positioning for its dealerships and operations [219].

Financial Performance - Total revenue for the nine months ended September 30, 2025 was $0, compared to $676,000 for the same period in 2024, indicating a significant decline [77]. - The net loss for the nine months ended September 30, 2025 was $317,000, a substantial improvement compared to a net loss of $2,916,000 for the same period in 2024 [84]. - Other income totaled $582,000 during the nine months ended September 30, 2025, contrasting with other expenses of $1,272,000 in the same period of 2024 [83]. - The company incurred a net loss of $296,000 for the three-month period ended September 30, 2025, compared to a net loss of $399,000 for the same period in 2024, reflecting a decrease in selling and general administrative expenses [91]. - The gross loss for the three months ended September 30, 2025 was $7, compared to a loss of $7 for digital products in the same period of 2024 [87]. Operating Expenses - Operating expenses decreased to $899,000 for the nine months ended September 30, 2025, down from $1,561,000 in the same period of 2024, representing a reduction of approximately 42.4% [81]. - Operating expenses for the three months ended September 30, 2025 totaled $296,000, slightly down from $299,000 in the same period of 2024 [88]. Assets and Liabilities - As of September 30, 2025, the company had total current assets of $271,000, including $0 in cash, and total current liabilities of $3,708,000, resulting in a working capital deficit of $3,437,000 [94]. - The company reported an accumulated deficit of approximately $58,572,000 as of September 30, 2025, raising substantial doubt about its ability to continue as a going concern [95]. Cash Flow - For the nine months ended September 30, 2025, the company had net cash used in operating activities of $967,000, which included a net loss of $317,000 [96]. - The company's investment activities for the nine months ended September 30, 2025, resulted in net cash provided of $825,000 due to proceeds from the sale of investments in unconsolidated entities [98]. - The company reported net cash used in operating activities of $592,000 for the nine months ended September 30, 2024, which included a net loss of $2,916,000 [97]. - The company's financing activities for the six months ended June 30, 2025, resulted in net cash received of $127,000, primarily from short-term loans [99]. Investments and Financing - The company made equity investments in real estate projects in Florida under the name Cuentas Casa, aiming to provide affordable housing alternatives [70]. - Cuentas sold its 63.9% equity interest in Brooksville Property for $800,000, originally purchased for $5.05 million, to settle debts totaling approximately $1.132 million [70]. - The company entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. for an aggregate principal of $385,000, with the first agreement providing for $260,000 and the second for $125,000 [100]. - The company plans to secure additional financing sources, including the sale of Common Stock, to support operations and complete the development of its new portal and financial technology capabilities [95]. Market Focus - The company holds a 51% membership interest in World Mobile LLC, consolidating the entity for financial reporting purposes [74]. - Cuentas aims to target the Hispanic and Latino demographic, which comprises over 62 million individuals in the U.S., to expand its fintech solutions [76]. Management Outlook - Management does not expect inflation or seasonality to materially impact operations in the future [101].

Revenue Performance - Total revenue for the six months ended June 30, 2024, was $672,000, with no revenue reported in Q1 2025 due to funding issues[78] - Total revenue for the three months ended June 30, 2025, was $0, compared to $34,000 for the same period in 2024, indicating a decline of 100%[87] - Operating revenue from telecommunications services was $0 for the six months ended June 30, 2025, compared to $26,000 in 2024[78] Operating Expenses - Operating expenses decreased to $603,000 for the six months ended June 30, 2025, down from $1,262,000 in the same period of 2024, representing a net decrease of $659,000[81] - Operating expenses decreased to $320,000 in Q2 2025 from $488,000 in Q2 2024, reflecting a reduction of approximately 34.5%[91] Net Income/Loss - The net loss for the six-month period ended June 30, 2025, was $21,000, a significant reduction compared to a net loss of $2,517,000 for the same period in 2024[86] - The company reported a net income of $378,000 for the three months ended June 30, 2025, a significant improvement compared to a net loss of $2,072,000 for the same period in 2024[95] Cash Flow - The company generated net cash used in operating activities of $966,000 for the six months ended June 30, 2025, compared to $520,000 for the same period in 2024[101][102] - Investment activities resulted in net cash provided of $825,000 for the six months ended June 30, 2025, compared to $50,000 in 2024[103] - Financing activities for the six months ended June 30, 2025, resulted in net cash received of $127,000, primarily from short-term loans[104] Assets and Liabilities - As of June 30, 2025, total current assets were $280,000, with a working capital deficit of $3,154,000 due to total current liabilities of $3,434,000[98] - Cash and cash equivalents as of June 30, 2025, were approximately $1,000, with an accumulated deficit of approximately $58,276,000[100] Investments and Agreements - The company sold its 63.9% equity interest in Brooksville Property for $800,000, originally purchased for $5.05 million, to settle debts totaling approximately $1.132 million[71] - The company made equity investments in real estate projects in Florida under Cuentas Casa to provide affordable housing alternatives[71] - The company entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. for a total of $385,000[72] - The company entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. for an aggregate principal of $385,000, which are convertible into shares of the company's common stock[105] Future Plans - The company expects to be in compliance with SEC reporting by early December 2025 and plans to reopen mobile services in December 2025 targeting known vertical markets[82] - The company holds a 51% membership interest in World Mobile LLC, consolidating the entity for financial reporting purposes[75]

Financial Performance - Total revenue for the three months ended March 31, 2025, was $639,000, compared to $639,000 for the same period in 2024, indicating no growth [81]. - Cost of revenues for the three months ended March 31, 2025, was $0, a significant decrease from $708,000 in the same period in 2024 [82]. - Operating expenses decreased to $283,000 for the three months ended March 31, 2025, down from $772,000 in the same period in 2024, representing a net decrease of $489,000 [85]. - The net loss for the three-month period ended March 31, 2025, was $399,000, compared to a net loss of $445,000 for the same period in 2024 [89]. - For the three months ended March 31, 2025, the Company reported a net cash used in operating activities of $15,000, with a net loss of $399,000 [93]. - In the same period for 2024, the net cash used in operating activities was $310,000, with a net loss of $445,000 [94]. Assets and Liabilities - As of March 31, 2025, the company had total current assets of $1,096,000 and total current liabilities of $4,647,000, resulting in a working capital deficit of $3,551,000 [91]. - The accumulated deficit as of March 31, 2025, was approximately $55,654,000, raising substantial doubt about the company's ability to continue as a going concern [92]. - As of March 31, 2025, the Company had no off-balance sheet arrangements [99]. Investments and Financing - The company made equity investments in real estate projects in Florida under the name Cuentas Casa, aiming to provide affordable housing alternatives [74]. - The company entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. for an aggregate principal amount of $385,000 [75]. - The company holds a 51% membership interest in World Mobile LLC, consolidating the entity for financial reporting purposes [78]. - Financing activities for Q1 2024 resulted in net cash received of $133,000, primarily from a short-term loan of $150,000 [96]. - On September 22, 2025, and October 1, 2025, the Company entered into Convertible Note Purchase Agreements with World Mobile Group Ltd. for an aggregate principal of $385,000 [97]. - The first agreement provided for $260,000 of notes, while the second provided for $125,000 of notes [97]. Market Focus and Management Outlook - The company aims to target the Hispanic Latino population, which was over 62 million according to the 2020 U.S. Census, to expand its fintech solutions [80]. - Management believes that inflation and seasonality have not materially affected operations and do not expect future impacts [98]. - Recently issued accounting standards are not expected to have a material impact on the Company's consolidated financial statements [102]. Cash Flow and Non-Cash Expenses - The Company had no investing activities for the three months ended March 31, 2025 or 2024 [95]. - Non-cash expenses for Q1 2024 included share-based compensation of $120,000, while changes in operating assets and liabilities utilized cash of $422,000 [94].

Financial Performance and Position - The company had approximately $117 million in cash on its balance sheet as of December 31, 2024, but may require additional financing for operations and growth [55]. - The company’s financial performance could be negatively impacted if its products and services are perceived as non-competitive [99]. - The company may incur significant legal, accounting, and other expenses related to compliance with public company reporting and acquisition activities, making sustained profitability challenging [49]. - The company may face significant environmental compliance costs related to its real estate operations [112]. - The company has incurred approximately $3.5 million in transaction costs related to its Business Combination as of December 31, 2024 [123]. Revenue Generation and Business Operations - The company generates revenue from its Spectrum Access System (SAS) platform in the Citizens Broadband Radio Service (CBRS) market, which is approved for commercial deployment by the FCC [20]. - The company acquired TVWS spectrum databases in the U.S. and U.K. in 2020, enhancing its position as a TVWS database service provider, generating revenue from cloud-based subscriptions [22]. - The company relies on EchoStar for all revenues from its real estate operations, making it vulnerable to EchoStar's financial performance [46]. - For the year ended December 31, 2024, one customer represented more than 10% of the company's total revenue, indicating a significant customer concentration risk [85]. Competition and Market Risks - The company faces competition in both its Technology & Telecommunications and Infrastructure & Real Estate lines of business from established firms and private equity groups [37]. - The company faces significant competition from established entities with greater resources, including EchoStar and DISH, which could impact demand and pricing for its products and services [52]. - Macroeconomic uncertainties, such as inflation and recession, could adversely affect demand for the company's products and services [65]. - The company may face risks related to potential future acquisitions, which could change its current business plan and affect the value of its securities [60]. Regulatory and Compliance Issues - The company is subject to various regulatory requirements that may increase legal and financial compliance costs, diverting management's attention from core business operations [70]. - Changes in laws or regulations, or failure to comply with them, may adversely affect the company's ability to negotiate and complete future transactions [66]. - The company’s services are subject to government regulation, which could affect operational costs and business prospects [90]. Acquisitions and Operational Challenges - Future acquisitions may lead to operational difficulties, dilution, and other consequences that could adversely impact the company's financial condition [62]. - The operation of RED Technologies is expected to be costly and time-consuming, requiring significant management resources that may detract from other operations [83]. - The company may face challenges in retaining key personnel from RED Technologies, which is critical for the successful operation of the acquired business [89]. - The company anticipates growing through further acquisition opportunities, including disruptive technologies and infrastructure assets [59]. Risks and Liabilities - The company may incur additional cash payment obligations of up to $5.30 million related to the acquisition of RED Technologies, contingent on achieving certain technology development milestones [80]. - The company faces risks associated with cyber incidents, which could lead to information theft, operational disruption, and financial loss due to insufficient data security measures [69]. - The company does not carry sufficient business interruption insurance, which could lead to significant losses from system failures [68]. - The company has identified material weaknesses in internal control over financial reporting as of December 31, 2024, related to accounting for complex financial instruments and insufficient qualified personnel [71]. Stock and Securities - The controlling stockholder, nXgen, beneficially owns approximately 99.3% of the Class A Common Stock, potentially limiting other stockholders' influence on corporate matters [53]. - The company's securities were delisted from Nasdaq, limiting market transactions and liquidity for investors [115]. - The outstanding warrants to purchase an aggregate of 30,083,285 shares of Class A Common Stock became exercisable on May 31, 2024, at a price of $11.50 per share, which may result in dilution for existing stockholders [124]. - As of December 31, 2024, the closing price of Class A Common Stock was $1.46, indicating that warrant holders are unlikely to exercise their warrants if the price remains below $11.50 [126]. - The company may redeem outstanding Public Warrants at a price of $0.01 per warrant if the closing price of Class A Common Stock equals or exceeds $18.00 for any 20 trading days within a 30 trading-day period [128]. - The company can also redeem Public Warrants at $0.10 per warrant if the closing price equals or exceeds $10.00 for the same trading conditions [129]. - Holders of Public Warrants may be required to exercise their warrants on a cashless basis, potentially resulting in fewer shares received upon exercise [131]. - The number of shares issued in a cashless exercise is capped at 0.361 shares of Class A Common Stock per Public Warrant, which may adversely affect the value of the common stock [131]. - The company may amend the terms of the Warrants with the approval of at least 50% of the holders, which could be disadvantageous to existing warrant holders [127]. - Non-U.S. holders may be subject to U.S. federal income tax on gains realized from the sale of Class A Common Stock and Warrants if the company qualifies as a U.S. real property holding corporation [132]. - The company's securities are currently subject to state "blue sky" laws due to its delisting from Nasdaq, which may restrict resale and trading in certain states [130]. Real Estate Operations - The company has a triple-net lease agreement for its commercial real estate property in Littleton, Colorado, with an initial monthly base rent of $228,500, escalating at 2% annually [28]. - The lease agreement includes two five-year renewal options, with base rent adjusted to fair market value upon renewal [28]. - The property comprises approximately 206,992 square feet of net rentable area and is fully occupied, providing a predictable revenue stream [31]. - The company has limited experience in operating commercial real estate, which could adversely affect its financial success [114]. - The company is exposed to risks from international operations, including varying privacy and cyber-related laws [103].

Financial Performance - Revenues increased by 730% from $5.2 million in 2024 to $43 million in 2025, primarily driven by $38 million in sales from other revenues related to buy-sell purchase orders of equipment [253]. - Cost of revenues rose by 883% from $4.1 million in 2024 to $40.6 million in 2025, attributed to the costs associated with equipment from buy-sell purchase orders [257]. - Gross profit decreased to 6% of revenues in 2025 from 20% in 2024, mainly due to lower margins from equipment sales compared to product sales [258]. - The company incurred net losses attributable to stockholders of $1.1 million and $2.0 million for the years ended August 31, 2025 and 2024, respectively, while net cash provided by operating activities was $2.2 million in 2025 [291]. Liquidity and Cash Flow - The company reported cash and cash equivalents of $2.6 million and $1.7 million as of August 31, 2025 and 2024, respectively, indicating an improvement in liquidity [213]. - Cash and cash equivalents increased from $1.7 million in 2024 to $2.6 million in 2025, primarily to fund operating expenses and working capital requirements [275]. - Long-term debt decreased from $3.7 million in 2024 to $1.7 million in 2025, with significant loans secured by the company's headquarters building [277][280]. - The company estimates cash requirements to service debt and contractual obligations in fiscal 2026 to be approximately $1.9 million, expected to be funded through equity issuance and loan extensions [292]. Customer and Geographic Concentration - Revenues from the company's three largest customers accounted for 94% and 61% of total revenues for the years ended August 31, 2025 and 2024, respectively, highlighting significant customer concentration risk [213]. - Net revenues from India, Japan, the Netherlands, and the United States accounted for 97% and 78% of total net revenues for the years ended August 31, 2025 and 2024, respectively, showing geographic concentration [216]. Operational Efficiency and Cost Management - The company has implemented actions to accelerate operating cost reductions and improve operational efficiencies, including workforce reductions and exploring the sale of certain manufacturing equipment [213]. - Selling, general and administrative expenses are expected to decrease due to cost reduction initiatives, with no specific figures provided [222]. - Selling, general and administrative expenses were $2.9 million for both years, with a decrease in payroll expenses offset by an increase in bad debt expense [260]. Product Strategy and Market Conditions - The average selling prices for LED components are generally higher than for LED chips, and the average selling prices for lighting products are higher than for both LED chips and components, affecting overall revenue [211]. - The company anticipates continued reliance on buy-sell purchase orders for equipment, which have improved gross profit, operating results, and cash flows [206]. - The company plans to focus on developing and introducing new, technologically advanced LED products to meet evolving customer requirements and market developments [209]. - The company expects to face increased pricing pressures due to intense competition in the LED market, which may lead to declines in average selling prices and gross margins [207]. - The company has adjusted its product mix strategy by exiting certain high-volume but low unit selling price product lines to improve gross margins [209]. Research and Development - Research and development expenses primarily consist of employee salaries, bonuses, and other benefits, with no specific figures provided [221]. - Research and development expenses remained stable at $1.2 million for both years, with a slight decrease in materials and supplies [259]. Inventory and Asset Management - Inventory write-downs totaled $323 thousand in 2025, down from $411 thousand in 2024, primarily due to obsolescence [238]. - Inventory write-downs for the years ended August 31, 2025 and 2024 were $323 thousand and $411 thousand, respectively, indicating ongoing challenges with excess and obsolete inventory [248]. - No asset impairment was recognized for the year ended August 31, 2025, as expected undiscounted cash flows exceeded the carrying value of the asset group [242]. Taxation and Deferred Tax Assets - The corporate income tax rate in Taiwan is 20% for the years ended August 31, 2025 and 2024, with an alternative minimum tax rate of 12% [233]. - The company has provided a full valuation allowance on its deferred tax assets due to cumulative losses in recent years, indicating realization is not more likely than not [236]. - The effective tax rate for fiscal years 2024 and 2025 is expected to be approximately zero due to losses incurred by Taiwan Bandaoti Zhaoming Co., Ltd. and a full valuation allowance on deferred tax assets totaling $10.8 million and $13.6 million for 2025 and 2024, respectively [266][267]. Foreign Currency and Investment - The company reported a foreign currency transaction gain of $464 thousand in 2025, compared to a loss of $13 thousand in 2024 [226]. - A net foreign currency transaction gain of $464 thousand was recognized in 2025, compared to a loss of $13 thousand in 2024, due to exchange rate fluctuations [265]. - Investment loss from unconsolidated entities increased significantly to $958 thousand in 2025 from $3 thousand in 2024, reflecting higher losses from these entities [262]. Capital Expenditures - Capital expenditures for the years ended August 31, 2025 and 2024 were $569 thousand and $123 thousand, respectively, primarily for machinery and equipment purchases [298]. - The company plans to continue investing in capital expenditures to expand business operations and production capacity, while monitoring prices to maintain financial flexibility [299][300].

Revenue Performance - Revenue for Q4 fiscal 2025 was $13.2 million, down from $17.7 million in Q3 fiscal 2025, representing a decrease of approximately 25.4%[3] - Total revenues for fiscal year 2025 increased to $43 million, a significant rise from $5.2 million in fiscal year 2024, marking an increase of over 826.9%[5] Net Income and Loss - GAAP net loss for Q4 fiscal 2025 was $1.2 million, or $(0.15) per diluted share, compared to a net income of $223 thousand, or $0.03 per diluted share in Q3 fiscal 2025[3] - GAAP net loss for fiscal year 2025 was $1.1 million, or $(0.15) per diluted share, an improvement from a net loss of $2.0 million, or $(0.32) per diluted share in fiscal year 2024[5] Gross Margin - GAAP gross margin for Q4 fiscal 2025 decreased to 2%, down from 5% in Q3 fiscal 2025[4] - GAAP gross margin for fiscal year 2025 decreased to 6%, compared to 20% in fiscal year 2024[6] Cash and Liquidity - Cash and cash equivalents were $2.6 million as of August 31, 2025, compared to $1.7 million as of August 31, 2024, indicating an increase of approximately 53.3%[6] - Accounts receivable increased to $3.6 million in fiscal year 2025 from $416 thousand in fiscal year 2024[12] Operating Margin and Liabilities - The company reported a negative operating margin of 7% for Q4 fiscal 2025, compared to negative 0.4% in Q3 fiscal 2025[4] - Total current liabilities increased to $11.4 million as of August 31, 2025, up from $7.0 million as of August 31, 2024[12]

Revenue and Growth - Lexaria's total revenue for fiscal year 2025 increased by $241,645, or 52%, to $705,923 from $464,278 in fiscal year 2024[176] - Licensing revenue grew by $238,010, or 52%, to $696,000 in fiscal year 2025 compared to $457,990 in fiscal year 2024[176] Expenses and Losses - Research and development expenditures increased by $5,878,192, or 249%, to $8,238,757 in fiscal year 2025 from $2,360,565 in fiscal year 2024[178] - The net loss from operations increased by $6,102,780 to $11,911,434 for the year ended August 31, 2025, compared to $5,808,654 for the year ended August 31, 2024[174] - General and administrative expenses increased by $493,162, or 13%, to $4,345,183 in fiscal year 2025 from $3,852,021 in fiscal year 2024[183] - Other Income/(Loss) for fiscal year 2025 decreased by $24,827, or 45%, resulting in a loss of $30,697, down from a loss of $55,524 in fiscal year 2024[186] - The Company has accumulated net losses of $63.5 million since entering the bioscience sector, with approximately $11.9 million and $5.8 million incurred in the past two fiscal years[187] Cash Flow and Financial Position - As of August 31, 2025, the Company had cash on hand of approximately $1.8 million to settle $1.5 million in current liabilities, raising substantial doubt about its ability to continue as a going concern[193] - The Company's working capital decreased by approximately $4.8 million, with current assets at $3,468,345 and current liabilities at $1,493,463 as of August 31, 2025[195] - Net cash used in operating activities was approximately $10.5 million for the year ended August 31, 2025, compared to $5.0 million during the same period in 2024, primarily due to an increase in net loss[197] - Net cash provided by financing activities totaled approximately $6.0 million from the sale of common shares during the fiscal year[199] Strategic Initiatives and Future Outlook - Lexaria anticipates a decrease in revenue from technology licensing in fiscal 2026 due to the expiration of its license agreement with Premier[177] - The company is exploring equity financing arrangements and strategic corporate partnerships to support its drug investigations[173] - The Company intends to form industry partnerships for later stage clinical development, which is expected to be a multi-year process[188] Research and Development - Lexaria completed two human pilot studies and an Australian clinical trial investigating DehydraTECH infused GLP-1, GIP, and CBD formulations during the fiscal year[169] - The company was granted a total of six new patents during fiscal 2025, including patents for treating epilepsy and diabetes[165] Share Issuance - The Company issued 2,000,000 shares of common stock at $1.00 each in a registered direct offering, generating net proceeds of $1.7 million[189] - On September 26, 2025, the Company agreed to sell 2,666,667 shares of common stock at a purchase price of $1.50 per share, resulting in net proceeds of $3.5 million[191] Impairment and Losses - The Company recognized an impairment loss of $247,364 related to abandoned patent applications for the year ended August 31, 2025, compared to $57,836 for the year ended August 31, 2024[185]