Agreements and Partnerships - The company entered into a Framework Agreement with Cádiz CF on January 10, 2025, to provide technical training staff and integrate training methodologies for international players [119]. - The company has entered into a HPT License Agreement with Cádiz CF, granting exclusive rights to the High Performance Training Program [140]. - The company entered into a Stadium Agreement with Cádiz CF, granting rights to use Mirandilla Stadium for events, with revenue expected to be recorded in 2025 [145]. - The company has a Framework Agreement with Cádiz CF to provide technical training staff and integrate training methodologies, effective for three years [151]. Financial Performance - For the nine months ended September 30, 2025, the company generated revenue of $877,669, with a gross profit of $533,981 [153]. - The net loss for the nine months ended September 30, 2025, was $1,410,286, primarily driven by professional fees of $1,193,841 related to Form S-1 filing requirements [155]. - The company recorded a revenue of $378,099 for the three months ended September 30, 2025, with a gross profit of $305,505 [157]. - The net loss for the three months ended September 30, 2025, was $496,209, with professional fees accounting for $481,237 of this loss [157]. - As of September 30, 2025, the company had a working capital deficit of $4,171,735 and an accumulated deficit of $2,822,839 [159]. - For the nine months ended September 30, 2025, the company incurred a net loss of $1,410,286, with net cash used in operating activities amounting to $1,501,030 [164]. - In comparison, for the nine months ended September 30, 2024, the company reported a net loss of $885,064 and net cash used in operating activities of $185,914 [165]. Financing Activities - The Standby Equity Purchase Agreement (SEPA) allows the company to sell up to $30 million of common stock to Yorkville, with sales at the company's discretion [122]. - The SEPA includes provisions for convertible promissory notes totaling up to $3 million, with the first two advances of $0.5 million each at a fixed conversion price of $8.00 [125]. - The company has secured a loan agreement with Sportech for up to $10 million to fund operations in 2025, 2026, and 2027 [154]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was $1,565,153, significantly higher than the $171,600 reported for the same period in 2024 [166][167]. - The financing activities in 2025 included proceeds from contributed capital of $1,341,421 and proceeds from convertible notes payable of $920,000 [166]. - The company has entered into a binding capital contribution agreement with Sportech for up to $10 million to fund operations in 2025, 2026, and 2027, contingent upon a U.S. national stock exchange listing [161]. - A financing arrangement was established on May 20, 2025, allowing a third party to purchase up to $30 million of common stock, with a prepaid advance of $3 million [161]. Operational Plans - The company plans to construct Sportech City on a leased property in Spain, covering approximately 110,000 m², with a venue for over 40,000 fans and a hotel [135]. - Construction of Sportech City is scheduled to begin in 2026, with completion anticipated around 2030, although funding is currently not secured [139]. - The company has paid deposits of $1,524,620 related to the lease agreement for the property intended for Sportech City [135]. - The company aims to expand the reach of the Nomadar High Performance Training Program globally, leveraging partnerships with various organizations [140]. - The company plans to launch the Mágico González brand in the U.S. in Q4 2025, with e-commerce offerings starting at that time [147]. Management Concerns - The company expects to continue incurring significant costs in pursuit of its financing and acquisition plans, raising doubts about its ability to continue as a going concern [159]. - Management's plans to complete the Direct Listing and raise capital are uncertain, raising substantial doubt about the company's ability to continue as a going concern [161]. - The company experienced a $1,524,620 increase in advances related to leases during the nine months ended September 30, 2025 [164]. - There was a $1,232,215 increase in accounts payable related to professional fees and costs of sales incurred during the same period [164]. - The company has no off-balance sheet financing arrangements [168].

Operational Performance - Valvoline achieved its 19th consecutive year of system-wide same-store sales growth in fiscal 2025, indicating strong operational performance[26] - Valvoline's adjusted EBITDA grew by 5.5%, reflecting strong operational performance[181] - System-wide same-store sales (SSS) growth was 6.1%, supported by premiumization and an expanding customer base[201] Growth and Expansion - Valvoline operates approximately 2,200 service center locations across the U.S. and Canada, including 2,180 service centers as of September 30, 2025[19][26] - Valvoline added 718 net new stores over the last five years, resulting in nearly 50% growth in its retail network[28] - Valvoline plans to add 170 net new system-wide stores in fiscal 2025, creating a critical need for talent[56] - System-wide store sales reached $3,453.8 million, reflecting an 11.3% growth year-over-year, with a total of 2,180 stores, an increase of 170 net new stores[200] Financial Performance - Valvoline reported a 6% growth in net revenues, reaching $3.5 billion, and a 2% increase in diluted EPS for fiscal 2025[181] - Net revenues for fiscal 2025 increased by $91.3 million, or 5.6%, to $1,710.3 million, driven by higher volume, mix, and pricing[199] - Gross profit improved by $39.7 million, or 6.4%, to $658.5 million, with a gross profit margin of 38.5%, up 30 basis points from the previous year[199][203] Strategic Initiatives - Valvoline's strategic initiatives focus on improving operational efficiency, expanding company-operated stores, and innovating services to meet customer needs[25] - The U.S. Do It For Me (DIFM) total addressable market presents significant growth opportunities for Valvoline, driven by increasing vehicle complexity and miles driven[23] Employee and Workforce Management - As of September 30, 2025, Valvoline had approximately 11,400 employees, including 10,600 full-time employees, and operates 1,016 company-owned retail service center stores[52] - New employees receive 270 hours of training within the first 60 days and an additional 240 hours in the next 140 days to support their career advancement[57] - Valvoline's total rewards strategy includes competitive compensation and benefits programs to attract and retain a diverse workforce[60] - Valvoline is committed to diversity and inclusion, aiming for its workforce to reflect the diverse communities it serves[63] Community Engagement - Valvoline's community impact initiative, "Happy to Help," focuses on supporting children's physical and mental health through charitable efforts[68] Risks and Challenges - Valvoline's services demand may decline due to factors such as economic conditions, vehicle age, and technological changes, potentially impacting sales and cash flows[82] - Economic downturns may lead to reduced customer demand for vehicle maintenance services, negatively impacting Valvoline's business[104][105] - The company faces risks in developing new services and technologies, which could affect its competitive position and operational results[83] - Valvoline's substantial indebtedness may limit its ability to fund working capital and capital expenditures, making it more vulnerable to adverse economic conditions[126] Financial Obligations and Debt - Valvoline had outstanding indebtedness of $1.074 billion as of September 30, 2025, with an available borrowing capacity of $341.6 million under its revolving credit facility[125] - Valvoline expects to borrow $740 million in December 2025 to fund the Breeze Autocare acquisition, with excess proceeds used to pay down outstanding debt[125] Cybersecurity and Compliance - Valvoline's reliance on information technology systems exposes it to cybersecurity threats, which could harm business operations and result in significant costs associated with data recovery and breach notifications[109] - The company has implemented a cybersecurity risk management program based on NIST frameworks to protect critical systems and information[154] Acquisitions and Partnerships - Valvoline is set to acquire Breeze Autocare for $593 million, which includes 207 stores, with the acquisition expected to close on December 1, 2025[179] - The company sold 67 company-owned stores to franchise partners, enhancing growth potential in respective markets[175] Legal and Regulatory Matters - Valvoline has incurred costs related to legal proceedings for alleged intellectual property infringements, which could divert resources and affect financial results[135] - The company may face liabilities from environmental damages under strict liability laws, which could adversely affect its financial position[138]

Digital Asset Holdings - As of November 20, 2025, the company's combined digital asset holdings totaled approximately $8.28 billion, primarily consisting of ETH, making it the largest ETH treasury globally[34]. - As of August 31, 2025, the company held approximately 1,874,926.8 ETH valued at $8,260,608,190 and 191.7 BTC valued at $20,922,793, reflecting a cumulative unrealized appreciation of $805,008,462[166]. - The market price of ETH ranged from a low of $1,566.15 to a high of $4,779.57 during the fiscal year ended August 31, 2025, while BTC ranged from a low of $54,382.00 to a high of $120,280.70[166]. - For the fiscal year ended August 31, 2025, the company recorded an unrealized gain of $805,008,462 in fair market value on its ETH and BTC holdings[166]. Treasury Management - The company plans to accumulate and hold ETH on a long-term basis, focusing on disciplined treasury management and risk-adjusted yield generation[32]. - The company aims to wind down proprietary self-mining exposure while prioritizing ETH treasury operations and BTC ecosystem services[25]. - The company expects to continue accumulating BTC while leveraging its immersion-cooling expertise and variable-cost structure for mining operations[33]. Liquidity and Capital Structure - In July 2025, the company strengthened its liquidity by completing a public offering of common stock and establishing an at-the-market program allowing for sales of up to $20 million of common stock[27]. - The company completed an uplisting to the NYSE American in June 2025, transitioning from the OTCQX Best Market[27]. Governance and Strategy - The company has expanded its board of directors and appointed Thomas J. Lee as Chairman to support its growth strategy[29]. - The company views Ethereum's growth and maturation as directly impacting its business model, integrating ETH-anchored treasury and capital-light operating platform[36]. Risk Management - The company emphasizes robust custody, cybersecurity, and compliance controls as essential for institutional adoption of its treasury operations[41]. - The company does not currently employ derivative hedges to mitigate ETH price risk, which could lead to impairment charges affecting results of operations and shareholders' equity[168]. - Regulatory changes may impact market access, liquidity, custody structures, and tax treatment for ETH and related activities, prompting the company to monitor legislative developments[171]. - The company's BTC mining margins are influenced by BTC prices, global hash rate, network difficulty, power costs, pool fees, and miner efficiency[172]. - Cybersecurity events are recognized as having financial effects similar to market losses, leading the company to invest in security architecture and monitoring[170]. - The company evaluates the financial condition and controls of key custodians to mitigate counterparty and custodial concentration risk[169]. - Adverse movements in ETH prices could materially affect the company's results of operations and shareholders' equity[168]. - The company tracks the cost of its digital assets using the first-in-first-out (FIFO) method, impacting the carrying value of its holdings[166].

Revenue Performance - Consolidated revenue for fiscal year 2025 was $110.8 million, a decrease of $24.8 million, or 18.3%, from fiscal year 2024[149]. - Smart Water segment revenue increased by $3.4 million, or 10.4%, primarily due to higher demand for Hydroconn® cable and connector products[153]. - Energy Solutions segment revenue decreased by $27.3 million, or 35.0%, with product revenue down by $14.3 million, or 24.3%[155]. - Revenue from the Energy Solutions business segment in fiscal year 2025 was primarily derived from wireless product sales, with expectations for moderate growth in fiscal year 2026[180]. - Fiscal year 2026 revenue from Energy Solutions reservoir products is expected to significantly increase due to a PRM contract entered in Q3 2025, lasting approximately 18 months[181]. - Revenue from the Smart Water business segment is expected to increase slightly in fiscal year 2026, driven by demand for Hydroconn® and Aquana products[182]. - The acquisition of Geovox's Heartbeat Detector® is anticipated to boost revenue from the Intelligent Industrial business segment in fiscal year 2026[183]. Profitability and Expenses - Consolidated gross profit for fiscal year 2025 was $32.9 million, a decrease of $19.7 million, or 37.4%, from fiscal year 2024[150]. - Operating expenses for fiscal year 2025 were $48.8 million, an increase of $3.3 million, or 7.3%, from fiscal year 2024[151]. - Operating income from the Energy Solutions segment decreased by $18.2 million, or 97.9%, due to lower revenues and higher research and development expenses[156]. Financial Position - The company maintained a strong balance sheet with no debt and had $26.3 million in cash and cash equivalents as of September 30, 2025[148][159]. - The company's available cash and cash equivalents were $26.3 million as of September 30, 2025, which included $0.8 million held by foreign subsidiaries[164]. - As of September 30, 2025, the company had no outstanding borrowings under the credit agreement and could borrow approximately $8 million without violating any debt covenants[163]. Investments and Acquisitions - The company expects fiscal year 2026 cash investments in property, plant, and equipment to be approximately $7 million[160]. - The company completed a stock buy-back program authorized by the board of directors, repurchasing up to $7 million of common stock[161]. - The company amended its credit agreement with Woodforest National Bank, extending a revolving credit facility with a maximum availability of $25 million[162]. - The company acquired Geovox in August 2025, recording an initial contingent earn-out liability of $2.5 million, with a maximum potential of $3.3 million[167]. Market Strategy - The company is actively marketing its SADAR® technologies to security and oil and gas industry customers, expecting increased acceptance over time[184]. - The company recognized a gain of $4.6 million from the sale of real property during the third quarter of fiscal year 2025[152].

Market Focus and Strategy - The company serves technologically underserved markets with a focus on large and growing total addressable markets, providing ample opportunity for transaction-based revenues[29] - The company has a cloud-first strategy, with the majority of its collocated assets already migrated to the cloud, enhancing efficiency and security[37] - The company has developed a proprietary payment facilitation platform that centralizes payment solutions, improving scale and margins by lowering expenses[39] - The company is committed to incorporating AI capabilities into its platforms to enhance automation and customer experience[35] - The company has a flexible approach to digital delivery, prioritizing rapid development and continuous improvement to meet evolving customer needs[34] Operations and Workforce - The company has approximately 1,202 employees across 49 states and two countries as of November 20, 2025, with no employees represented by unions[53] - The company’s operations team is structured to meet individual customer needs, with a focus on development, quality control, and support for enterprise software solutions[46] - The company has experienced seasonal fluctuations in revenues, particularly in the education sector, with peak transactional revenue in August, September, October, January, and February[55] Regulatory Compliance - The company operates in a complex regulatory environment, subject to various federal, state, and local laws impacting its electronic payment services[56] - The company is subject to extensive federal and state laws regarding the privacy and security of health information, which may increase operational costs and limit activities[64] - Compliance with the Health Insurance Portability and Accountability Act (HIPAA) is required, establishing privacy and security standards for health information[65] - The company is subject to U.S. federal anti-money laundering laws, including the Bank Secrecy Act, which mandates the development of risk-based anti-money laundering programs[67] - The company must comply with various payment network rules and standards, including the PCI DSS, which govern transaction processing and data security[74] - The company has invested significant resources to ensure compliance with the EMV mandate for chip-enabled cards, which was required by payment networks by October 2015[75] - The company is registered with payment networks like Visa and Mastercard through a sponsor bank, which has substantial discretion over business practices[76] - The company is subject to money transmitter regulations across various U.S. states, which require licensing and compliance with anti-money laundering laws[78] - The company must adhere to unclaimed property laws, requiring remittance of unclaimed property to government authorities after a specified period[79] - The regulatory framework governing the company's business is continuously changing, impacting operational and compliance strategies[80] Financial Position and Capital Structure - As of September 30, 2025, the company had no borrowings outstanding under the 2023 Senior Secured Credit Facility[193] - The company expects cash flow from operations, current cash and cash equivalents, and available borrowing capacity to be sufficient to fund operations and service debt obligations for at least the next twelve months[194] - The 2023 Senior Secured Credit Facility contains restrictive covenants that limit the company's ability to incur additional debt and engage in capital-raising activities[196] - The Continuing Equity Owners hold approximately 27% of the combined voting power of the company's common stock as of November 20, 2025[203] - The company may need to borrow funds to meet tax liabilities or operational needs if i3 Verticals, LLC is restricted from making distributions[202] - The 2025 LLC Tax Distribution resulted in the company holding cash in excess of its tax liabilities and obligations under the Tax Receivable Agreement[208] - The company's Board of Directors will determine the appropriate uses for excess cash following future tax distributions, which may include recapitalization transactions or cash dividends[209] Shareholder and Stockholder Matters - The company is subject to Section 404 of the Sarbanes-Oxley Act, requiring an annual review of internal control over financial reporting[210] - As of September 30, 2025, there are 126,016,875 shares of Class A common stock authorized but unissued, including 8,381,681 shares issuable upon redemption of common units[220] - The company may issue shares of preferred stock in the future, which could adversely affect the market price of Class A common stock[217] - Future issuances of Class A common stock or preferred stock could dilute existing stockholders and significantly impact the market price[222] - The company has provisions that may delay or prevent a change of control, potentially affecting stockholder interests[216] - The existence of anti-takeover provisions may discourage future takeover attempts and affect the market price of Class A common stock[216] - The company has opted out of Section 203 of the Delaware General Corporation Law, but similar provisions may still restrict business combinations with interested stockholders[214] - Sales of Class A common stock in connection with the Registration Rights Agreement could materially affect the market price and impair capital raising efforts[225] - The potential issuance of preferred stock with favorable economic terms could make Class A common stock less attractive to investors[224] - The company may incur costs to improve internal control systems, which could negatively affect financial condition and cash flows[211] - The company cannot predict the size of future issuances of Class A common stock, which may lead to a decline in market price[221]

Acquisition and Expansion - The company completed the acquisition of KCA Deutag for approximately $2.0 billion, which included a share purchase price of $0.9 billion and $1.1 billion to repay KCA Deutag's existing debt[22]. - Following the acquisition, the company expanded its global operations, now maintaining a presence across the Middle East, South America, Europe, and Africa, enhancing its service capabilities in both land and offshore drilling markets[40]. - The acquisition of KCA Deutag expanded the company's land drilling footprint in the Middle East, South America, Europe, and Africa, enhancing offshore management expertise[64]. Fleet and Utilization - As of September 30, 2025, the North America Solutions fleet consisted of 223 available rigs, with 144 contracted, indicating a utilization rate of approximately 64.5%[31]. - The International Solutions fleet had a total of 137 available rigs, with 88 contracted, reflecting a utilization rate of approximately 64.2%[34]. - The Offshore Solutions fleet included 7 total rigs, with 3 contracted, showing a utilization rate of approximately 42.9%[38]. - The company had 208 active rigs under contract as of September 30, 2025, an increase from 170 in 2024 and 164 in 2023[73]. - The company operates 238 super-spec rigs as of September 30, 2025, following the reconfiguration of 78 FlexRig units into super-spec walking rigs[66]. Revenue and Financial Performance - Revenue from North America Solutions segment contributed approximately 63.0% ($2.4 billion) of consolidated operating revenues in fiscal year 2025, down from 88.7% ($2.4 billion) in 2024[50]. - International Solutions segment accounted for approximately 21.4% ($802.4 million) of consolidated operating revenues in fiscal year 2025, compared to 7.0% ($194.0 million) in 2024[51]. - Offshore Solutions segment contributed approximately 13.9% ($520.4 million) of consolidated operating revenues in fiscal year 2025, up from 3.9% ($106.2 million) in 2024[60]. - The contract drilling backlog was $7.0 billion as of September 30, 2025, up from $1.5 billion in 2024, with approximately 22.6% expected to be fulfilled in fiscal year 2026[80]. Customer and Market Insights - Revenue from the largest North America Solutions drilling customer represented approximately 18.2% ($429.4 million) of the North America Solutions segment revenues in fiscal year 2025[50]. - Revenue from the largest International Solutions drilling customer accounted for approximately 32.3% ($259.0 million) of the International Solutions segment revenues in fiscal year 2025[51]. - The company holds approximately 24.0% of the total market share in U.S. land drilling as of September 30, 2025[47]. Operational Risks and Challenges - The company is subject to various risks, including financial condition, cybersecurity threats, and operational risks associated with drilling and technology[15]. - The company’s drilling services and solutions are highly competitive, with potential impacts from new technologies and market volatility in oil and gas prices[15]. - The company has a significant backlog of drilling services and solutions revenue, although it may not be fully realized due to various operational risks[19]. - The company’s operations are subject to various environmental laws, which may require significant capital expenditures for compliance[102]. - The company expects future compliance costs related to environmental regulations may be material[108]. Human Capital and Safety - The company employs approximately 6,200 employees in the United States and 9,500 internationally as of September 30, 2025[81]. - The company has established a human capital strategy aimed at attracting, retaining, and developing a diverse workforce committed to operational excellence[82]. - The company maintains a robust safety culture, focusing on Serious Injury and Fatality (SIF) reduction strategies and proactive safety measures[90]. Financial Instruments and Investments - The company has $2.1 billion in senior unsecured notes with an estimated fair value of $1.9 billion as of September 30, 2025[381]. - The company has $200 million outstanding under the Term Loan Credit Agreement, due in 2027[381]. - The company has $39.8 million in secured term loans due in 2033 and $43.1 million due in 2034[381]. - The total fair value of equity securities in Tamboran Corp. was $26.0 million as of September 30, 2025, compared to $21.0 million in 2024[383]. - A hypothetical 10% decrease in the market price for marketable equity securities of Tamboran Corp. would decrease the fair value by $2.6 million[384]. - The company made a $14.1 million equity investment in Tamboran Resources, which was later converted into shares of Tamboran Corp.[382]. Contracts and Pricing - Performance-based contracts have produced a positive risk-reward outcome, with compensation partly based on meeting predetermined performance targets[79]. - Daywork contracts charge a rate per day, influenced by location, depth, complexity of the well, and market conditions[78]. - The FlexPool agreements allow customers to enter into fixed-term contracts with flexibility in rig utilization, subject to minimum requirements[77]. Innovation and Technology - The company has advanced automation solutions aimed at reducing variability and improving well economics, with several technologies in various stages of commercial testing[72]. - The company emphasizes continuous improvement and innovation as part of its core values, fostering a culture of teamwork and ethical conduct[84]. Currency and Market Risks - A uniform 10% decline in the U.S. dollar relative to foreign currencies would result in an increase in pre-tax loss of approximately $5.6 million[376]. - The company has not entered into any foreign currency forward exchange contracts to hedge against adverse fluctuations in foreign currency exchange rates[376]. - The company anticipates that compliance with current regulations will not significantly change its competitive position or earnings during fiscal year 2026[108].

Employee Information - As of December 31, 2024, the company had 549 employees, a decrease from 959 employees in 2023, primarily due to restructuring and operational strategy adjustments [638]. - The employee distribution by function as of December 31, 2024, includes 71 in Editorial and Production, 254 in Sales and Marketing, 98 in Management and General Administrative, and 126 in Technical and Research [638]. - The company participates in various employee benefit plans mandated by PRC regulations, including housing, pension, medical, and unemployment benefits, making monthly payments based on employee compensation [639]. - The company has not experienced significant labor disputes, attributed to its strong corporate culture and positive career development opportunities [640]. Shareholder Information - As of the date of the annual report, there are 90,357,329 ordinary shares outstanding, consisting of 66,020,679 Class A and 24,336,650 Class B ordinary shares [641]. - The beneficial ownership of shares is calculated based on SEC regulations, including shares that can be acquired within 60 days through options or other rights [642]. - Mr. Vincent Tianquan Mo and his affiliated entities own 30,051,898 Class A ordinary shares, representing 45.5% of the total, and 21,586,290 Class B ordinary shares, representing 88.7% of the voting power [643]. - As of September 22, 2025, approximately 64.65% of the outstanding Class A ordinary shares were in the form of American Depositary Shares (ADSs) [645]. - The company maintains a dual-class share structure, with Class A shares having one vote per share and Class B shares having ten votes per share [646]. Financial Position - As of December 31, 2024, the company had US$94.8 million in cash and cash equivalents, with 82.8% held by financial institutions in the PRC [777]. - The company had US$51.0 million in short-term investments in structured notes, secured by cash collections from underlying RMB-denominated bonds [778]. - The maturity of the structured note was extended to October 2025, with all principal and interest payments required to settle the outstanding amounts [778]. Risk Management - The company is exposed to interest rate risk from variable interest rate borrowings and foreign currency risk due to expenditures in U.S. dollars [771]. - If the Renminbi had weakened by 5.0% against the U.S. dollar, the company's losses for 2022, 2023, and 2024 would have been reduced by US$3.6 million, US$8.6 million, and US$1.4 million, respectively [775]. - The company has not entered into any hedging transactions to mitigate foreign currency exchange risk, which may limit its ability to manage exposure effectively [776]. - The company regularly monitors the credit ratings of financial institutions where it holds deposits to mitigate credit risk [777]. - Accounts receivable are typically unsecured and derived from revenue earned from customers in the PRC, with ongoing credit evaluations to mitigate risk [779]. - Funds receivable represent amounts due from third-party payment service providers, with careful monitoring of their creditworthiness to mitigate associated risks [780]. - The company is exposed to default risk on loans receivable, with quarterly assessments of the allowance for credit loss [781]. - As of December 31, 2024, no single borrower comprised a significant portion of the loan portfolio, indicating a diversified risk [781]. - Creditworthiness of real estate developers is regularly reviewed, with collateral required in certain circumstances for overdue commitment deposits [781].

Financial Performance - Total revenues for the three months ended October 31, 2025, were $811,236,000, representing a 16% increase from $699,207,000 in the same period of 2024[18] - Subscription services revenue reached $682,498,000 for the three months ended October 31, 2025, up 17.5% from $580,850,000 year-over-year[18] - Net income for the three months ended October 31, 2025, was $236,203,000, a 27% increase compared to $185,808,000 in the prior year[18] - Operating income for the nine months ended October 31, 2025, was $670,493,000, up 33% from $503,012,000 in the same period of 2024[18] - For the three months ended October 31, 2025, net income was $236,203,000, an increase from $185,808,000 for the same period in 2024, representing a growth of 27.1%[21] - For the nine months ended October 31, 2025, net income reached $664,702,000, compared to $518,513,000 in 2024, marking a 28.2% increase[24] - Cash provided by operating activities for the nine months ended October 31, 2025, was $1,308,378,000, up from $1,020,507,000 in 2024, reflecting a growth of 28.2%[24] - Total revenues for the nine months ended October 31, 2025, increased by $334 million, with $300 million attributed to growth in subscription services revenue[105] Assets and Equity - Total assets increased to $8,097,151,000 as of October 31, 2025, compared to $7,339,756,000 as of January 31, 2025[15] - Cash and cash equivalents rose to $1,660,137,000 as of October 31, 2025, from $1,118,785,000 as of January 31, 2025[15] - Total stockholders' equity increased to $7,040,631,000 as of October 31, 2025, compared to $5,832,373,000 as of January 31, 2025[15] - The fair value of total financial assets as of October 31, 2025, was $5,490,139, with cash equivalents of $505,249[43] Expenses - Research and development expenses for the three months ended October 31, 2025, were $191,883,000, a 11% increase from $172,411,000 in the same period of 2024[18] - Stock-based compensation expense for the nine months ended October 31, 2025, was $354,444,000, compared to $322,146,000 in 2024, an increase of 10.0%[24] - Sales and marketing expenses for the three months ended October 31, 2025 increased to $110,552 thousand, a 12% increase from $98,695 thousand in 2024, maintaining 14% of total revenues[118] - General and administrative expenses for the three months ended October 31, 2025 decreased by 5% to $68,483 thousand from $72,359 thousand in 2024[121] Revenue Sources - R&D Solutions accounted for approximately 53% of total revenues for the nine months ended October 31, 2025, indicating a growing trend in this segment[80] - The geographic mix of subscription services revenues for the three months ended October 31, 2025, was 60% from North America, 28% from Europe, and 12% from other locations[103] - The increase in subscription services revenue for the nine months ended October 31, 2025, included $181 million from R&D Solutions and $119 million from Commercial Solutions[106] Customer and Market Dynamics - The company served 1,477 customers as of January 31, 2025, an increase from 1,432 customers in 2024, with 730 customers using Commercial Solutions and 1,125 using R&D Solutions[82] - Approximately 41% of total revenues in fiscal year 2025 came from customers outside North America, highlighting the company's international exposure[184] - The top 10 customers accounted for 28% of total revenues in fiscal years 2025 and 2024, and 29% in 2023, indicating revenue concentration risks[181] Regulatory and Compliance Risks - The company faces significant competition in the life sciences industry, particularly from Salesforce and IQVIA, which could adversely affect business and operating results[172] - Nearly all revenues are generated from the life sciences industry, making the company vulnerable to adverse factors affecting this sector, such as regulatory changes and government funding[166] - Regulatory changes, including drug pricing reforms from the Inflation Reduction Act, could negatively impact revenues and demand for the company's products[205] - The company is subject to significant data protection obligations under the EU GDPR and UK GDPR, with potential penalties for non-compliance[213] Future Outlook - The company expects revenues from R&D Solutions to increase as a percentage of both subscription services revenues and total revenues in the future[80] - The company anticipates operating expenses to rise in the future, primarily driven by employee compensation-related costs[113] - The company expects cash flows from operating activities to increase in the fiscal year ending January 31, 2026, due to the OBBBA, which restored the option to deduct certain domestic R&D expenditures[141][142]

Merger Agreement and Business Combination - Trailblazer Merger Corporation I entered into a merger agreement with Cyabra Strategy Ltd. on July 22, 2024, with the business combination expected to close by September 30, 2025[144][152] - The merger agreement includes a provision for up to 3,000,000 shares of Holdings Common Stock to be issued as Earnout Shares based on the achievement of certain price targets post-closing[148] - The company plans to raise at least $6,000,000 through a private placement of Holdings Common Stock concurrent with the business combination[150] - Upon the closing of the business combination, Holdings will change its name to "Cyabra, Inc." and is expected to list on Nasdaq[152] - Each Cyabra ordinary share will convert into Holdings Common Stock based on a Conversion Ratio determined by the Aggregate Merger Consideration[147] - The business combination involves a two-step merger process, with Trailblazer merging into Holdings and Merger Sub merging into Cyabra[145] - The merger agreement allows for the issuance of additional shares, which may significantly dilute existing investors' equity interests[142] Financial Performance and Losses - For the three months ended September 30, 2025, the company reported a net loss of $3,693,011, which included general and administrative expenses of $563,783 and a loss on debt extinguishment of $6,222,973[168] - For the nine months ended September 30, 2025, the company had a net loss of $4,384,093, with general and administrative expenses totaling $1,675,074[169] - The company recorded a loss on extinguishment of the promissory note amounting to $6,222,973, which was presented in the condensed consolidated statements of operations[159] - The company currently lacks the liquidity needed to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern[191] Trust Account and Promissory Notes - The Sponsor has deposited a total of $2,379,439 into the Trust Account to extend the deadline for completing the business combination to September 30, 2025[154] - The maximum amount available under a non-interest bearing unsecured promissory note issued to the Sponsor has been increased to $3,530,000 as of February 21, 2025[157] - As of September 30, 2025, the outstanding principal balance of the promissory note was $0, down from $2,529,445 as of December 31, 2024[194] - The company intends to use substantially all funds held in the trust account to complete its business combination[188] - A total of 2,046,800 shares were tendered for redemption, resulting in a withdrawal of $23,950,427 from the trust account[187] - On October 22, 2025, the company withdrew $23,950,427 from the trust account to pay redeeming holders, with approximately $11.70 redemption price per share for 2,046,800 shares[166] Stockholder Approvals and Extensions - As of September 29, 2025, stockholders approved an extension of the termination date for the business combination to March 30, 2026[186] - The company has extended the completion window for the business combination multiple times, with the latest extension approved on June 25, 2024[153] - The investment management trust agreement was amended to allow the company to extend the deadline for consummating a business combination up to six times, each for an additional month, until March 30, 2026[212] Accounting and Reporting Standards - The company has not yet adopted ASU 2023-09, which requires expanded disclosures of income taxes paid, effective for fiscal years beginning after December 15, 2024[219] - The company adopted ASU 2023-07 on January 1, 2024, which requires additional disclosures on segment expenses, with no material effect on financial statements[220] - The company adopted ASU 2016-13 on January 1, 2023, and is delaying the adoption of other new or revised accounting standards[222] - As an "emerging growth company," the company may not be required to provide an auditor's attestation report on internal controls over financial reporting for five years following its Initial Public Offering[223] - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act[223] Other Financial Information - The company generated gross proceeds of $69,000,000 from the IPO of 6,900,000 units sold at $10.00 per unit[173] - The fair value of financial instruments is evaluated based on observable and unobservable inputs, with a hierarchy established for classification[217] - The estimated deSPAC stock price decreased from $5.76 on July 29, 2025, to $3.36 on September 30, 2025, with an implied probability of a successful initial business combination increasing from 70.0% to 74.4% during the same period[218] - The company recognized a gain on change in fair value of the promissory note of $2,856,375 during the three and nine months ended September 30, 2025[196] - The maturity date of the promissory note was amended to be the later of September 15, 2025, or the closing of the company's initial business combination[195] - The company will reimburse underwriters for documented costs up to $50,000, with any excess reimbursed upon the consummation of the initial business combination[205] - The underwriters received a cash underwriting discount of $0.15 per Unit, totaling $1,035,000, with an additional deferred underwriting commission of $2,070,000 payable upon completion of a business combination[200]

Financial Performance - As of September 30, 2025, the company reported a net loss of $954,647 for the three months ended, primarily due to a change in the fair value of warrant liability of $668,780 and general and administrative expenses of $291,304 [148]. - The company incurred transaction costs of $3,890,326 related to its Initial Public Offering, including $1,437,500 in underwriting commissions [156]. - For the three months ended September 30, 2025, the company incurred $30,000 in administrative service fees, and for the nine months, it incurred $90,000 [167]. - The company incurred $215,000 in accrued costs and expenses related to administrative service fees [167]. Business Combination - The company has extended its business combination period to February 15, 2026, allowing additional time to complete a business combination [142]. - The company has until February 15, 2026, to complete the proposed Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date [169]. - The company may need to raise additional funds to meet operating expenditures and complete its business combination, which could involve issuing additional securities or incurring debt [165]. - The company has not commenced any operations and will not generate operating revenues until after completing a business combination [147]. - The company had an outstanding balance of $400,000 under the Instinct Note as of September 30, 2025, which is payable upon consummation of a business combination [164]. - Approximately $786,345 remained in the Trust Account as of September 30, 2025, which is intended to be used for the initial business combination [159]. Capital Structure - The company generated gross proceeds of $143,750,000 from its Initial Public Offering of 14,375,000 Units at $10.00 per Unit [153]. - The company had 62,488 Public Shares outstanding as of September 30, 2025, following multiple redemptions by stockholders [159]. - The company will pay A.G.P. a fee of 3.5% of the gross proceeds of the Initial Public Offering, totaling $5,031,250, upon consummation of the initial Business Combination [168]. Financial Position - As of September 30, 2025, the company had a working capital deficit of $2,863,206 and only $21,280 in its operating bank account [153]. - As of September 30, 2025, the company did not have any off-balance sheet arrangements [180]. - The company has not made adjustments to the carrying amounts of assets or liabilities in the event of liquidation after the applicable extension date [169]. Valuation and Accounting - The valuation of Public Warrants is based on a traded market, while Private Placement Warrants are valued using a Monte Carlo options pricing model [175]. - The estimates used to calculate the fair value of derivative assets and liabilities may change significantly based on stock price and other assumptions [176]. - The adoption of ASU 2023-07 has not had a material impact on the company's financial statements and disclosures [178]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [170].