PART I – FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's unaudited financial statements show a shift to net income, driven by an Employee Retention Credit refund, despite a slight decrease in total assets Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | May 31, 2025 | November 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Total current assets | $13,287,649 | $13,124,309 | +1.2% | | Total assets | $20,879,320 | $21,240,684 | -1.7% | | Total current liabilities | $4,882,108 | $6,632,493 | -26.4% | | Total liabilities | $7,256,561 | $9,146,861 | -20.7% | | Total stockholders' equity | $13,622,759 | $12,093,823 | +12.6% | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Six Months Ended May 31, 2025 | Six Months Ended May 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Sales | $11,477,645 | $12,453,663 | -7.8% | | Gross Profit | $3,556,286 | $3,380,277 | +5.2% | | Income (loss) from operations | $513,138 | $(211,313) | N/A | | Net Income (Loss) | $1,426,313 | $(498,380) | N/A | - The company's business is organized into two operating segments: **Agricultural Products** (farm equipment) and **Modular Buildings** (animal containment and laboratory uses)[20](index=20&type=chunk)[21](index=21&type=chunk) - The company recognized a significant **Employee Retention Credit (ERC) refund of $1,620,103** in other income during the six months ended May 31, 2025, which was a primary driver of profitability[27](index=27&type=chunk)[28](index=28&type=chunk) [Revenue by Segment and Source](index=12&type=section&id=Note%204%29%20Disaggregation%20of%20Revenue) Total revenue decreased by 7.8% year-over-year, driven by a decline in Agricultural Products partially offset by strong growth in Modular Buildings Revenue by Segment (Six Months Ended May 31) | Segment | 2025 Revenue | 2024 Revenue | YoY Change | | :--- | :--- | :--- | :--- | | Agricultural Products | $6,973,000 | $8,792,000 | -20.7% | | Modular Buildings | $4,505,000 | $3,662,000 | +23.0% | | **Total** | **$11,478,000** | **$12,454,000** | **-7.8%** | - Within the Agricultural Products segment, farm equipment sales fell from **$7.5 million to $5.3 million** year-over-year, while Modular Buildings sales grew from **$3.5 million to $4.3 million**[37](index=37&type=chunk) [Earnings Per Share (EPS)](index=14&type=section&id=Note%207%29%20Net%20Income%20%28Loss%29%20Per%20Share%20of%20Common%20Stock) The company reported a significant turnaround in profitability, with diluted EPS from continuing operations reaching $0.28 for H1 2025 Net Income (Loss) Per Share - Diluted | Period | Six Months Ended May 31, 2025 | Six Months Ended May 31, 2024 | | :--- | :--- | :--- | | Continuing Operations | $0.28 | $(0.09) | | Discontinued Operations | $0.00 | $(0.01) | | **Net Income (Loss) per Share** | **$0.28** | **$(0.10)** | [Debt and Financing](index=17&type=section&id=Note%2012%29%20Loan%20and%20Credit%20Agreements) The company maintains a renewed $4.0 million revolving line of credit and was in compliance with all bank covenants as of the last measurement date - The company renewed its revolving line of credit, reducing principal availability to **$4.0M** and negotiating a **75 basis point interest rate reduction**, with an outstanding balance of $1,062,437[51](index=51&type=chunk)[90](index=90&type=chunk) - The company must maintain minimum monthly working capital of **$4.0 million** and a minimum debt service coverage ratio of **1.25**, and was in compliance as of November 30, 2024[56](index=56&type=chunk) [Segment Performance](index=21&type=section&id=Note%2018%29%20Segment%20Information) The Modular Buildings segment generated significant operating income, while the Agricultural Products segment recorded an improved but still negative operating loss Segment Performance (Six Months Ended May 31, 2025 vs 2024) | Segment | Metric | 2025 | 2024 | | :--- | :--- | :--- | :--- | | **Agricultural Products** | Revenue | $6,973,000 | $8,792,000 | | | Income (loss) from operations | $(428,000) | $(584,000) | | **Modular Buildings** | Revenue | $4,505,000 | $3,662,000 | | | Income from operations | $941,000 | $373,000 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the sales decrease to a challenging agricultural market, offset by strong performance in Modular Buildings, with profitability boosted by a tax credit - The Agricultural Products segment sales decreased **20.7%** in H1 2025 due to weak row crop prices and high interest rates, though management believes the market is at a cyclical bottom[80](index=80&type=chunk) - The Modular Buildings segment sales increased **23.0%** in H1 2025, with gross margin improving to **37.2%** from 25.0% due to strong demand and efficient project execution[81](index=81&type=chunk) - Administrative expenses decreased year-over-year due to non-recurring 2024 early retirement incentives and reduced administrative headcount costs[85](index=85&type=chunk) - The consolidated order backlog decreased **39.3%** to $4.7 million, with declines in both the Agricultural (-36.0%) and Modular Buildings (-39.9%) segments[88](index=88&type=chunk) - The primary source of liquidity in H1 2025 was cash from operations, significantly boosted by net proceeds of approximately **$1.46 million** from the Employer Retention Credit refund[89](index=89&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Art's-Way Manufacturing Co, Inc is not required to provide the disclosures under this item - The company is exempt from this disclosure requirement as it qualifies as a **smaller reporting company**[92](index=92&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective, with no material changes in internal controls during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were **effective** as of May 31, 2025[94](index=94&type=chunk) - **No changes** occurred during the period that have materially affected, or are reasonably likely to materially affect, the company's internal controls over financial reporting[95](index=95&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently a party to any material pending legal proceedings - As of the filing date, the company is **not involved in any material pending legal proceedings**[97](index=97&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Art's-Way Manufacturing Co, Inc is not required to provide the disclosures under this item - The company is exempt from this disclosure requirement as it qualifies as a **smaller reporting company**[98](index=98&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any of its common stock during the second quarter of fiscal 2025 - There were **no purchases** of the company's common stock during the second quarter of fiscal 2025[99](index=99&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the first half of fiscal 2025 - **No director or officer** adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the six months ended May 31, 2025[102](index=102&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO/CFO certifications and iXBRL formatted financial statements

[Acquisition of Veritex by Huntington Bancshares](index=1&type=section&id=Huntington%20Bancshares%20Incorporated%20Announces%20Acquisition%20of%20Veritex) Huntington Bancshares is acquiring Veritex to expand its presence in Texas through an all-stock transaction valued at approximately $1.9 billion, expected to close in early Q4 2025 [Strategic Rationale](index=2&type=section&id=Strategic%20Rationale) Huntington aims to accelerate growth in Texas by acquiring Veritex, leveraging its strong local relationships and established commercial banking franchise - The acquisition is designed to accelerate Huntington's growth in Texas, one of the fastest-growing economies in the U.S., by expanding its presence in Dallas/Fort Worth and Houston[3](index=3&type=chunk)[4](index=4&type=chunk) - As of March 31, 2025, Veritex reported approximately **$13 billion in assets**, **$9 billion in loans**, and **$11 billion in deposits**[3](index=3&type=chunk) - Huntington plans to maintain and invest in Veritex's network of over 30 branches. Veritex Chairman, President, and CEO, Malcolm Holland, will join Huntington as Chairman of Texas[4](index=4&type=chunk)[5](index=5&type=chunk) - To continue Veritex's community support, Huntington is initially funding **$10 million** for philanthropic investments in Texas[7](index=7&type=chunk) [Transaction Terms](index=3&type=section&id=Transaction%20Terms) The all-stock acquisition of Veritex is valued at approximately $1.9 billion, expected to close in early Q4 2025, and is projected to be modestly accretive to Huntington's EPS Transaction Details | Metric | Value | | :--- | :--- | | Transaction Type | 100% stock transaction | | Exchange Ratio | 1.95 Huntington shares per Veritex share | | Implied Value per Share | $33.91 (as of July 11, 2025) | | Aggregate Transaction Value | $1.9 billion | | Expected Closing | Early Q4 2025 | - The transaction is expected to be modestly accretive to Huntington's earnings per share[9](index=9&type=chunk) - The deal is projected to be neutral to regulatory capital at closing and slightly dilutive to tangible book value per share, with a payback period of approximately one year[9](index=9&type=chunk) [Preliminary Second Quarter 2025 Financial Results](index=3&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) Huntington reported strong preliminary Q2 2025 results with EPS of $0.34, robust growth in net interest income, loans, and deposits, and excellent credit quality Key Financial Highlights | Financial Metric | Q2 2025 | Change from Prior Quarter | Change from Year-Ago Quarter | | :--- | :--- | :--- | :--- | | **Earnings per Common Share (EPS)** | **$0.34** | Unchanged | **+13%** | | Net Interest Income | $1.5 billion | +$41 million (+3%) | +$155 million (+12%) | | Average Loans and Leases | $133.2 billion | +$2.3 billion (+2%) | +$9.8 billion (+8%) | | Average Deposits | $163.4 billion | +$1.8 billion (+1%) | +$9.9 billion (+6%) | | Net Charge-offs (% of avg. loans) | 0.20% | -6 bps | N/A | | Allowance for Credit Losses (ACL) | $2.5 billion | +$37 million | N/A | | Tangible Book Value per Share | $9.13 | +$0.33 (+4%) | +$1.24 (+16%) | - EPS for the quarter included a **$0.04 negative impact** from a **$58 million decrease** in earnings due to a securities repositioning and **$3 million** from other Notable Items[12](index=12&type=chunk) [Company & Event Information](index=4&type=section&id=Company%20%26%20Event%20Information) This section provides profiles of Huntington and Veritex, along with details for upcoming conference calls regarding the acquisition and Q2 2025 financial results [Company Profiles](index=4&type=section&id=About%20Huntington%20%26%20Veritex) Huntington is a $210 billion regional bank operating across 13 states, while Veritex is a $13 billion community bank focused on Texas markets - Huntington is a **$210 billion asset** regional bank holding company headquartered in Columbus, Ohio, with 968 branches in 13 states[16](index=16&type=chunk) - Veritex is a community bank with approximately **$13 billion in assets**, headquartered in Dallas, Texas, and serving customers in Houston, Fort Worth, and Dallas[17](index=17&type=chunk) [Conference Call Information](index=4&type=section&id=Teleconference%2F%20Webcast%20Information) Huntington will host separate conference calls on July 14, 2025, for the Veritex acquisition and July 18, 2025, for Q2 2025 financial results - A conference call to discuss the acquisition will be held on Monday, July 14, 2025, at 8:30 a.m. Eastern Time[13](index=13&type=chunk) - A conference call to review Q2 2025 financial results will be held on Friday, July 18, 2025, at 9:00 a.m. Eastern Time[14](index=14&type=chunk) [Disclosures & Legal Information](index=5&type=section&id=Disclosures%20%26%20Legal%20Information) This section provides non-GAAP financial reconciliation, forward-looking statement warnings, and important additional information regarding the transaction [Non-GAAP Reconciliation](index=5&type=section&id=Non-GAAP%20Recognition) This section provides a non-GAAP reconciliation of Tangible Book Value per share, showing its calculation and consistent increase across recent quarters Tangible Book Value per Share Reconciliation | ($ in millions, except per share) | 2Q24 | 1Q25 | 2Q25 | | :--- | :--- | :--- | :--- | | Common shareholders' equity | $17,121 | $18,445 | $18,939 | | Less: goodwill | $5,561 | $5,561 | $5,561 | | Less: other intangible assets, net of tax | $94 | $67 | $58 | | **Tangible common equity (A)** | **$11,466** | **$12,817** | **$13,320** | | Number of common shares outstanding (B) | 1,452 | 1,457 | 1,459 | | **Tangible book value per share (A/B)** | **$7.89** | **$8.80** | **$9.13** | [Forward-Looking Statements](index=5&type=section&id=CAUTION%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns that forward-looking statements regarding the transaction and future performance are subject to significant risks and uncertainties, which could cause actual results to differ materially - The communication contains forward-looking statements about the plans, expectations, and benefits of the proposed transaction, which are subject to risks and uncertainties[19](index=19&type=chunk) - Key risks that could cause actual results to differ include: changes in economic conditions, interest rate policies, regulatory reviews of bank mergers, failure to obtain necessary approvals, and potential difficulties in integrating the two companies[20](index=20&type=chunk) - Neither Huntington nor Veritex is obligated to update forward-looking statements to reflect future events or new information[21](index=21&type=chunk) [Important Additional Information & Participants in Solicitation](index=7&type=section&id=IMPORTANT%20ADDITIONAL%20INFORMATION) This section advises investors that Huntington will file a Form S-4 Registration Statement with the SEC, including a Proxy Statement/Prospectus, urging shareholders to review these important transaction documents - Huntington will file a Form S-4 Registration Statement with the SEC that includes a Proxy Statement for Veritex and a Prospectus for Huntington[22](index=22&type=chunk) - Investors and shareholders of Veritex are urged to read the registration and proxy statement/prospectus when available because they will contain important information[22](index=22&type=chunk) - Directors and executive officers of Huntington and Veritex may be deemed participants in the solicitation of proxies from Veritex shareholders. Their interests will be described in the proxy statement/prospectus[23](index=23&type=chunk)

NEWS RELEASE July 14, 2025 Huntington Investor Relations: Eric Wasserstrom, 312-762-2155, eric.wasserstrom@huntington.com Huntington Media: Tracy Pesho, 216-276-3301, tracy.pesho@huntington.com Veritex Investor Relations and Media: LaVonda Renfro, 972-349-6129, lrenfro@veritexbank.com Exhibit 99.1 Huntington Bancshares Incorporated Announces Acquisition of Veritex and Provides Preliminary 2025 Second Quarter Results Veritex acquisition accelerates Huntington's organic growth initiatives in high-growth Texas ...

Exhibit 99.1 NEWS RELEASE July 14, 2025 Huntington Investor Relations: Eric Wasserstrom, 312-762-2155, eric.wasserstrom@huntington.com Huntington Media: Tracy Pesho, 216-276-3301, tracy.pesho@huntington.com Veritex Investor Relations and Media: LaVonda Renfro, 972-349-6129, lrenfro@veritexbank.com "This combination supports our ambitions and reflects our long-term commitment to the state of Texas, one of the most dynamic and fastest-growing economies in the country," said Steve Steinour, Chairman, President ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) This section details the company's financial performance, position, cash flows, and related disclosures, including management's analysis and internal controls [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The financial statements for May 31, 2025, reflect significant revenue growth and profitability, driven by new equipment orders, alongside increased inventories and accounts payable [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of May 31, 2025, shows a substantial increase in assets and liabilities, primarily driven by inventories and accounts payable Condensed Consolidated Balance Sheet Highlights (in thousands of U.S. dollars) | Account | May 31, 2025 (Unaudited) | August 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,441 | $1,671 | | Inventories | $11,933 | $3,574 | | **Total Current Assets** | **$17,721** | **$5,962** | | **Total Assets** | **$23,180** | **$11,138** | | **Liabilities & Equity** | | | | Accounts payable | $10,849 | $137 | | **Total Current Liabilities** | **$17,567** | **$7,022** | | **Total Liabilities** | **$19,186** | **$8,889** | | **Total Shareholders' Equity** | **$3,994** | **$2,249** | [Unaudited Condensed Consolidated Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) The company achieved net income for the three and nine months ended May 31, 2025, driven by a substantial increase in revenue from new business activities Statement of Operations Summary (in thousands of U.S. dollars, except per share data) | Metric | Three Months Ended May 31, 2025 | Three Months Ended May 31, 2024 | Nine Months Ended May 31, 2025 | Nine Months Ended May 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $17,651 | $1,323 | $29,784 | $3,859 | | Gross Profit | $939 | $543 | $2,202 | $900 | | Loss from Operations | $(62) | $(473) | $(609) | $(2,124) | | Net Income (Loss) | $223 | $(316) | $64 | $(1,469) | | Basic EPS | $0.03 | $(0.04) | $0.01 | $(0.25) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow turned positive for the nine months ended May 31, 2025, driven by higher net income and favorable working capital changes Cash Flow Summary (Nine Months Ended, in thousands of U.S. dollars) | Cash Flow Activity | May 31, 2025 | May 31, 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $1,940 | $(570) | | Net cash used in investing activities | $(571) | $(46) | | Net cash used in financing activities | $(502) | $(336) | | **Net Increase (Decrease) in Cash** | **$782** | **$(898)** | - Noncash financing activities included the issuance of **$1.6 million** in common stock to repay a long-term loan[21](index=21&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail business operations, accounting policies, and key disclosures including going concern uncertainty, high customer concentration, and related-party debt transactions - The company's business focuses on developing, manufacturing, and selling high-performance LEDs, with components, modules, and systems as core products[24](index=24&type=chunk) - Historical operating losses raise substantial doubt about the company's ability to continue as a **going concern**, despite management's liquidity plan[30](index=30&type=chunk)[31](index=31&type=chunk) - Customer concentration is extremely high, with one customer representing **94% of revenues** for the three months ended May 31, 2025, due to buy-sell purchase orders[44](index=44&type=chunk) - Significant related-party transactions include repaying **$1.6 million** of loan principal to the CEO and largest shareholder by issuing common stock on February 28, 2025[89](index=89&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the significant revenue increase and profitability to new buy-sell equipment orders, while acknowledging lower gross margins and improved but still challenged liquidity [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Revenue surged for both the three and nine months ended May 31, 2025, primarily due to buy-sell equipment orders, though gross margin percentages significantly declined Revenue and Gross Profit Comparison (Three Months Ended May 31, in thousands of U.S. dollars) | Metric | 2025 | 2024 | Change % | | :--- | :--- | :--- | :--- | | Total Revenues, net | $17,651 | $1,323 | 1,234% | | Other Revenues | $17,214 | $698 | 2,366% | | Gross Profit | $939 | $543 | 73% | | Gross Margin % | 5% | 41% | - | Revenue and Gross Profit Comparison (Nine Months Ended May 31, in thousands of U.S. dollars) | Metric | 2025 | 2024 | Change % | | :--- | :--- | :--- | :--- | | Total Revenues, net | $29,784 | $3,859 | 672% | | Other Revenues | $27,893 | $1,458 | 1,813% | | Gross Profit | $2,202 | $900 | 145% | | Gross Margin % | 7% | 23% | - | [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity improved with increased cash and positive operating cash flow, driven by new business, though future funding relies on loan extensions and potential financing - Cash and cash equivalents increased to **$2.4 million** as of May 31, 2025, from **$1.7 million** as of August 31, 2024[159](index=159&type=chunk) Cash Flow Summary (Nine Months Ended, in thousands of U.S. dollars) | Category | May 31, 2025 | May 31, 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $1,940 | $(570) | | Net cash used in investing activities | $(571) | $(46) | | Net cash used in financing activities | $(502) | $(336) | - The company estimates cash requirements of approximately **$1.9 million** to service debt and obligations in fiscal 2025, expecting to fund this through equity issuance and loan extensions[182](index=182&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has indicated that this section is not applicable - This section is **not applicable**[190](index=190&type=chunk) [Controls and Procedures](index=50&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of May 31, 2025, with no material changes to internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures were **effective** at a reasonable assurance level as of May 31, 2025[194](index=194&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended May 31, 2025[195](index=195&type=chunk) [Part II. Other Information](index=53&type=section&id=Part%20II.%20Other%20Information) This section addresses legal proceedings, key risk factors, and other miscellaneous disclosures including equity sales and defaults [Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) As of May 31, 2025, the company reported that there were no material pending legal proceedings or claims against it - There were **no material pending legal proceedings or claims** as of May 31, 2025[199](index=199&type=chunk) [Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks including potential Nasdaq delisting, revenue volatility from new buy-sell orders, and impacts from trade tariffs on competitiveness - The company faces a risk of Nasdaq delisting if it fails to maintain the minimum **stockholders' equity of $2.5 million**, despite regaining compliance as of February 28, 2025[200](index=200&type=chunk)[202](index=202&type=chunk)[203](index=203&type=chunk) - Significant revenue from recent buy-sell purchase orders introduces **uncertainty and potential volatility** to future revenues, costs, and other financial metrics[205](index=205&type=chunk)[206](index=206&type=chunk) - Trade tariffs, such as the **32% U.S. tariff** on goods from Taiwan, pose a risk to the company's cost-competitiveness, as **28% of fiscal 2024 sales** were to the United States[208](index=208&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=54&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - **None reported**[209](index=209&type=chunk) [Defaults Upon Senior Securities](index=54&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - **None reported**[211](index=211&type=chunk) [Mine Safety Disclosures](index=54&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - This section is **not applicable**[212](index=212&type=chunk) [Other Information](index=54&type=section&id=Item%205.%20Other%20Information) During the third quarter, no director or officer of the company adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or officer adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the three months ended May 31, 2025[213](index=213&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41229 TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayma ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41229 TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayma ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 193 ...

Part I [Item 1. Business](index=6&type=section&id=Item%201.%20Business) Paychex is a leading Human Capital Management (HCM) company providing a full suite of technology and advisory solutions in HR, benefits, insurance, and payroll to approximately 800,000 clients - Paychex is an industry-leading Human Capital Management (HCM) company serving approximately **800,000 clients** across the U.S. and parts of Europe as of May 31, 2025[18](index=18&type=chunk) - On April 14, 2025, the company completed its acquisition of Paycor HCM, Inc. to enhance its capabilities in the upmarket segment, expand its sales force, and bolster its AI-driven HCM solutions[22](index=22&type=chunk) - The company's strategy is centered on four key elements: growing its client base, expanding share of wallet with a full suite of solutions, driving technology innovation with AI, and pursuing strategic acquisitions[24](index=24&type=chunk)[30](index=30&type=chunk) - Client retention for fiscal 2025 was strong, remaining in the range of **82% to 83%** of the beginning client base[26](index=26&type=chunk) [Our Solutions](index=7&type=section&id=Our%20Solutions) Paychex provides comprehensive Human Capital Management solutions, including technology platforms for payroll, HR, and benefits, alongside PEO and insurance services, notably as the largest 401(k) recordkeeper for small businesses - Paychex offers a comprehensive portfolio of solutions categorized into Management Solutions and PEO/Insurance Solutions, including HCM technology platforms and modules for payroll, HR, talent, and benefits administration[31](index=31&type=chunk)[33](index=33&type=chunk)[36](index=36&type=chunk) - The company is the largest **401(k) recordkeeper** for small businesses in the U.S., offering a variety of retirement solutions including 401(k) plans, SIMPLE and SEP IRAs, and Pooled Employer Plans[36](index=36&type=chunk) [Sales and Marketing](index=9&type=section&id=Sales%20and%20Marketing) The company leverages a direct sales force and significant referral channels, including a key partnership with the AICPA, to drive new client acquisition - The company utilizes a direct sales force and indirect channels, including referrals from existing clients, CPAs, benefit brokers, and banks, with over **50% of new payroll clients** originating from these referral sources[34](index=34&type=chunk)[35](index=35&type=chunk) - Paychex has a long-standing partnership with the AICPA as the preferred payroll provider, with the current agreement in place through September 2027[37](index=37&type=chunk) [Human Capital](index=10&type=section&id=Human%20Capital) As of May 31, 2025, Paychex employed approximately 19,000 people, with compensation representing 55% of total expenses, and has been consistently recognized for its ethical practices - As of May 31, 2025, Paychex employed approximately **19,000 people**, primarily in the U.S. on a full-time basis, with none covered by collective bargaining agreements[48](index=48&type=chunk) - For fiscal year 2025, compensation-related expenses accounted for approximately **55% of the company's total expenses**[52](index=52&type=chunk) - Paychex was recognized by Ethisphere as one of the World's Most Ethical Companies for the **17th consecutive time** in 2025[49](index=49&type=chunk) [Item 1A. Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company identifies several key risks that could materially affect its business, including operational, financial, regulatory, and general macroeconomic factors - **Business & Operational Risks:** The company faces risks from rapid technological changes, potential software defects, cyberattacks targeting its vast data stores, and challenges related to the successful integration of acquisitions, specifically mentioning Paycor[62](index=62&type=chunk)[64](index=64&type=chunk)[72](index=72&type=chunk) - **Financial Risks:** Key financial risks include potential losses if clients have insufficient funds for payroll, the impact of regulatory changes on interest earned from client funds, and risks associated with its **$4.2 billion** in corporate bonds issued in April 2025 to fund the Paycor acquisition, requiring adherence to debt covenants including a maximum leverage ratio of **3.5:1.0**[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk)[80](index=80&type=chunk) - **Legal & Regulatory Risks:** The business is subject to complex and changing government regulations, including data privacy laws (like GDPR and CCPA), anti-money laundering rules, and employment laws, with failure to comply potentially resulting in significant penalties and reputational damage[85](index=85&type=chunk)[86](index=86&type=chunk)[88](index=88&type=chunk) - **General Risks:** Macroeconomic factors such as inflation and interest rate changes can adversely impact Paychex's small and medium-sized business clients, potentially reducing demand for its services, and the company also faces risks from political volatility and competition for qualified talent[93](index=93&type=chunk)[94](index=94&type=chunk)[97](index=97&type=chunk) [Item 1C. Cybersecurity](index=23&type=section&id=Item%201C.%20Cybersecurity) Paychex's cybersecurity program is aligned with the NIST Cybersecurity Framework 2.0, employing a layered controls approach to manage threats, overseen by the Audit Committee and managed by the Enterprise Security Organization - The company's security program is aligned with the National Institute of Standards and Technology Version 2.0 Cybersecurity Framework (NIST CSF) and uses a layered controls approach[101](index=101&type=chunk) - Cybersecurity governance is handled by the Audit Committee of the Board, which receives quarterly updates from the Chief Information Security Officer (CISO), with management's implementation overseen by a Security Governance Council (SGC) chaired by the CISO[107](index=107&type=chunk)[108](index=108&type=chunk) - The Enterprise Security Organization (ESO) includes the Paychex Cyber Fusion Center, which provides **24x7x365** cybersecurity monitoring and incident response[103](index=103&type=chunk) - As of May 31, 2025, the company is not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect its business, operations, or financial condition[106](index=106&type=chunk) [Item 2. Properties](index=25&type=section&id=Item%202.%20Properties) As of May 31, 2025, Paychex owned approximately 998,000 square feet of facility space, primarily in Rochester, NY, and leased approximately 1,198,000 square feet across the U.S. and international locations Owned and Leased Properties as of May 31, 2025 | Facility Type | Location | Square Feet | | :--- | :--- | :--- | | **Owned** | Rochester, NY | 832,000 | | | Other U.S. locations | 166,000 | | | **Total Owned** | **998,000** | | **Leased** | Rochester, NY | 53,000 | | | Other U.S. locations | 865,000 | | | International locations | 280,000 | | | **Total Leased** | **1,198,000** | Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=26&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Paychex common stock trades on the NASDAQ Global Select Market under the symbol 'PAYX', with the company having a history of paying quarterly dividends and a share repurchase program approved in January 2024 Fiscal 2025 Share Repurchases | Period | Total Shares Purchased (millions) | Average Price Paid per Share | Total Dollars (millions) | Approximate Value Remaining for Purchase (millions) | | :--- | :--- | :--- | :--- | :--- | | First Quarter | 0.8 | $125.50 | $104.0 | $296.0 | | Second Quarter | — | $— | $— | $296.0 | | Third Quarter | — | $— | $— | $296.0 | | Fourth Quarter | — | $— | $— | $296.0 | | **Fiscal Year Total** | **0.8** | **$125.50** | **$104.0** | **$296.0** | Five-Year Cumulative Total Return Comparison | Date | Paychex | S&P 500 | Peer Group | | :--- | :--- | :--- | :--- | | May 31, 2020 | $100.00 | $100.00 | $100.00 | | May 31, 2021 | $144.16 | $140.30 | $127.00 | | May 31, 2022 | $180.70 | $139.86 | $118.53 | | May 31, 2023 | $157.41 | $143.91 | $121.82 | | May 31, 2024 | $185.79 | $184.45 | $153.68 | | May 31, 2025 | $251.16 | $209.35 | $186.69 | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal 2025, Paychex's total revenue grew 6% to $5.6 billion, driven by growth in both Management Solutions and PEO and Insurance Solutions, along with higher interest on funds held for clients, with the Paycor acquisition contributing to this growth Fiscal 2025 Financial Highlights vs. Fiscal 2024 | Metric | Fiscal 2025 (in millions) | Fiscal 2024 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $5,571.7 | $5,278.3 | 6% | | Operating Income | $2,207.7 | $2,174.1 | 2% | | Adjusted Operating Income | $2,370.0 | $2,213.6 | 7% | | Net Income | $1,657.3 | $1,690.4 | (2)% | | Adjusted Net Income | $1,802.9 | $1,709.1 | 5% | | Diluted EPS | $4.58 | $4.67 | (2)% | | Adjusted Diluted EPS | $4.98 | $4.72 | 6% | - The acquisition of Paycor on April 14, 2025, is a key event, extending the company's upmarket position and expanding its suite of HR technology and advisory solutions[134](index=134&type=chunk) HR Solutions Client Metrics | Metric (as of May 31) | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | Paychex HR solutions (ASO and PEO) client worksite employees | 2,460,000 | 2,332,000 | 5% | | Retirement solutions plans | 124,000 | 121,000 | 3% | | Asset value of retirement solutions participants' funds (in billions) | $55.7 | $51.8 | 8% | [Results of Operations](index=32&type=section&id=Results%20of%20Operations) In fiscal 2025, total revenue increased 6% to $5.57 billion, primarily from service revenue and interest on client funds, while adjusted operating margin improved despite a slight decline in reported operating margin Revenue Breakdown (Fiscal Year 2025 vs 2024) | Revenue Source | FY 2025 (in millions) | FY 2024 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Management Solutions | $4,067.1 | $3,866.4 | 5% | | PEO and Insurance Solutions | $1,342.9 | $1,265.6 | 6% | | **Total Service Revenue** | **$5,410.0** | **$5,132.0** | **5%** | | Interest on funds held for clients | $161.7 | $146.3 | 10% | | **Total Revenue** | **$5,571.7** | **$5,278.3** | **6%** | Expense Breakdown (Fiscal Year 2025 vs 2024) | Expense Category | FY 2025 (in millions) | FY 2024 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Compensation-related expenses | $1,853.0 | $1,810.4 | 2% | | PEO direct insurance costs | $520.1 | $471.3 | 10% | | Other expenses | $659.8 | $606.5 | 9% | | Acquisition-related costs | $162.3 | $— | n/m | | Cost optimization initiatives | $— | $39.5 | n/m | | **Total Expenses** | **$3,364.0** | **$3,104.2** | **8%** | - Operating margin for fiscal 2025 was **39.6%**, down from **41.2%** in fiscal 2024, however, the adjusted operating margin, which excludes acquisition costs and other non-core items, increased to **42.5%** from **41.9%**[148](index=148&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong financial position with $1.7 billion in cash and investments, supported by $5.0 billion in long-term debt, primarily from financing the Paycor acquisition - The company's financial position remains strong with **$1.7 billion** in cash, restricted cash, and total corporate investments as of May 31, 2025, and it has **$5.0 billion** in long-term borrowings outstanding[157](index=157&type=chunk) - To finance the Paycor acquisition, the company issued **$4.2 billion** in fixed-rate corporate bonds in April 2025 and entered into a bridge loan commitment which was subsequently canceled[167](index=167&type=chunk)[168](index=168&type=chunk) Cash Flow Summary (Fiscal Year 2025 vs 2024) | Cash Flow Activity (in millions) | FY 2025 | FY 2024 | Change | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $1,900.9 | $1,897.7 | $3.2 | | Net cash used in investing activities | $(3,356.8) | $(260.9) | $(3,095.9) | | Net cash provided by/(used in) financing activities | $2,293.2 | $(1,874.7) | $4,167.9 | - The significant increase in cash used in investing activities and cash provided by financing activities in FY2025 is primarily due to the acquisition of Paycor and the related debt issuance[181](index=181&type=chunk)[190](index=190&type=chunk) [Critical Accounting Policies and Estimates](index=42&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies encompass revenue recognition, PEO insurance reserves, goodwill and intangible asset impairment, stock-based compensation, and business combinations, with significant judgment applied to PEO reserves and acquisition accounting - Key critical accounting policies include revenue recognition, accounting for PEO insurance reserves, goodwill and intangible asset impairment testing, stock-based compensation valuation, and accounting for business combinations[186](index=186&type=chunk) - PEO insurance reserves are a critical estimate, particularly for workers' compensation, which involves using independent actuarial estimates based on historical claims, loss development factors, and future cost trends[194](index=194&type=chunk) - For business combinations, the company uses the acquisition method, which requires significant judgment in allocating the purchase price to the fair values of assets acquired and liabilities assumed, with the excess recorded as goodwill[206](index=206&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Paychex is primarily exposed to market risk from changes in interest rates, affecting earnings on client funds and corporate investments, which it manages by investing in high-quality, short- to intermediate-term instruments - The average interest rate earned on the combined funds held for clients and corporate investment portfolios was **3.7%** in fiscal 2025, down from **3.8%** in fiscal 2024[212](index=212&type=chunk) - A **25-basis-point change** in short-term interest rates is estimated to affect after-tax earnings by approximately **$6.0 million to $6.5 million** over a twelve-month period[217](index=217&type=chunk) - As of May 31, 2025, the combined funds held for clients and corporate available-for-sale securities had net unrealized losses of **$53.6 million**, a significant improvement from **$162.5 million** at the end of fiscal 2024[219](index=219&type=chunk) - The company is also exposed to credit risk through its investments and client receivables, but believes its high-quality portfolio (predominantly **AA rated or higher**) and monitoring procedures mitigate this risk, with no investments deemed impaired due to credit risk as of May 31, 2025[224](index=224&type=chunk)[225](index=225&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=52&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements for the fiscal year ended May 31, 2025, and the preceding two years, along with the auditor's report and notes - Management concluded that the company maintained effective internal control over financial reporting as of May 31, 2025, with the assessment excluding the recently acquired Paycor, which represented approximately **8% of total assets** and **2% of revenues**[233](index=233&type=chunk)[234](index=234&type=chunk) - The independent auditor, PricewaterhouseCoopers LLP, identified two Critical Audit Matters: (1) the valuation of PEO workers' compensation insurance reserves due to significant management judgment, and (2) the valuation of customer relationships acquired in the Paycor acquisition due to the subjectivity of assumptions like revenue growth and discount rates[247](index=247&type=chunk)[249](index=249&type=chunk)[252](index=252&type=chunk) [Consolidated Financial Statements](index=57&type=section&id=Consolidated%20Financial%20Statements) This section presents the company's audited consolidated financial statements, including income statements, balance sheets, and cash flow statements, for the fiscal years ended May 31, 2025, 2024, and 2023 Consolidated Statement of Income (in millions, except per share) | Metric | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | Total Revenue | $5,571.7 | $5,278.3 | $5,007.1 | | Operating Income | $2,207.7 | $2,174.1 | $2,033.1 | | Net Income | $1,657.3 | $1,690.4 | $1,557.3 | | Diluted EPS | $4.58 | $4.67 | $4.30 | Consolidated Balance Sheet (in millions) | Metric | As of May 31, 2025 | As of May 31, 2024 | | :--- | :--- | :--- | | Total Current Assets | $8,916.5 | $7,251.5 | | Goodwill | $4,514.1 | $1,882.7 | | **Total Assets** | **$16,564.1** | **$10,383.1** | | Total Current Liabilities | $6,956.3 | $5,309.1 | | Long-term Debt, net | $4,548.4 | $798.6 | | **Total Liabilities** | **$12,436.1** | **$6,582.1** | | **Total Stockholders' Equity** | **$4,128.0** | **$3,801.0** | [Notes to Consolidated Financial Statements](index=61&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Key notes detail the $4.1 billion Paycor acquisition, which significantly impacted goodwill and intangible assets, an increase in stock-based compensation, and the company's $5.0 billion long-term debt structure - **Note D (Business Combinations):** On April 14, 2025, Paychex acquired Paycor for total consideration of approximately **$4.1 billion**, adding **$2.6 billion** in goodwill and **$1.8 billion** in identifiable intangible assets, primarily customer relationships (**$1.1 billion**) and developed technology (**$367 million**)[337](index=337&type=chunk)[346](index=346&type=chunk)[348](index=348&type=chunk) - **Note F (Stock-Based Compensation):** Total stock-based compensation expense was **$111.8 million** in FY2025, up from **$61.1 million** in FY2024, partly due to replacement awards issued in the Paycor acquisition[356](index=356&type=chunk)[361](index=361&type=chunk) - **Note N (Long-term Financing):** As of May 31, 2025, total long-term debt was **$5.0 billion**, consisting of **$0.8 billion** in Senior Notes and **$4.2 billion** in Corporate Bonds issued in April 2025 to finance the Paycor acquisition[414](index=414&type=chunk) [Item 9A. Controls and Procedures](index=100&type=section&id=Item%209A.%20Controls%20and%20Procedures) Based on an evaluation as of May 31, 2025, the company's principal executive officer and principal financial officer concluded that Paychex's disclosure controls and procedures were effective - The company's principal executive and financial officers concluded that as of May 31, 2025, the company's disclosure controls and procedures were effective[437](index=437&type=chunk) - No changes occurred during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[438](index=438&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=102&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides information on the company's executive officers as of May 31, 2025, including their ages, positions, and business experience, with new executives joining from the Paycor acquisition Key Executive Officers as of May 31, 2025 | Name | Age | Position | | :--- | :--- | :--- | | John B. Gibson | 59 | President and CEO | | Robert L. Schrader | 53 | Chief Financial Officer | | Mason Argiropoulos | 47 | Chief Human Resources Officer | | Sipi Bhandari | 54 | Chief Legal Officer, Chief Ethics Officer and Secretary | | Adam Ante | 44 | Senior Vice President, Paycor | | Ryan Bergstrom | 46 | Chief Product Officer | [Item 11. Executive Compensation](index=104&type=section&id=Item%2011.%20Executive%20Compensation) All detailed information regarding executive compensation, including the Compensation Discussion and Analysis, executive and director compensation tables, and the Compensation and Leadership Committee Report, is incorporated by reference from the company's forthcoming 2025 Proxy Statement - All detailed information regarding executive compensation is incorporated by reference from the company's forthcoming 2025 Proxy Statement[448](index=448&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=104&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section provides details on the company's equity compensation plans as of May 31, 2025, including securities to be issued upon option exercise and those remaining available for future issuance Equity Compensation Plan Information as of May 31, 2025 | Plan Category | Number of securities to be issued upon exercise of outstanding options (in millions) | Weighted-average exercise price of outstanding options | Number of securities remaining available for future issuance (in millions) | | :--- | :--- | :--- | :--- | | Equity compensation plan approved by security holders | 3.0 | $84.33 | 12.0 | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=105&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) All detailed information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's forthcoming 2025 Proxy Statement - All detailed information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's forthcoming 2025 Proxy Statement[452](index=452&type=chunk) [Item 14. Principal Accounting Fees and Services](index=105&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) All detailed information regarding principal accounting fees and services is incorporated by reference from the company's forthcoming 2025 Proxy Statement - All detailed information regarding principal accounting fees and services is incorporated by reference from the company's forthcoming 2025 Proxy Statement[453](index=453&type=chunk) Part IV [Item 15. Exhibits and Financial Statement Schedules](index=106&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, financial statement schedules, and exhibits filed as part of the Form 10-K, including the Paycor merger agreement and debt agreements - This section contains a comprehensive list of all exhibits filed with the Form 10-K, including material contracts, debt instruments, and governance documents[455](index=455&type=chunk) [Item 16. Form 10-K Summary](index=108&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable as the report indicates there is no Form 10-K summary provided - The registrant has provided no summary for Form 10-K[459](index=459&type=chunk)

Part I [Business](index=7&type=section&id=Item%201.%20Business) UY Scuti Acquisition Corp. is a blank check company seeking a business combination, with management's China ties introducing specific risks - The company is a blank check company formed for the purpose of effecting a business combination and has not commenced any operations or generated any revenue to date[21](index=21&type=chunk) Initial Public Offering (IPO) and Private Placement Details | Item | Details | | :--- | :--- | | **IPO Units Sold** | 5,750,000 Units (including over-allotment) | | **Price per Unit** | $10.00 | | **Total IPO Proceeds** | $57,500,000 | | **Private Placement Units** | 240,848 Units to Sponsor | | **Private Placement Proceeds** | $2,408,480 | | **Amount in Trust Account** | $57,500,000 | - The company's business strategy is to target one or more growth businesses with a total enterprise value between **$200 million** and **$400 million**, focusing on strong management teams and potential for free cash flow generation[30](index=30&type=chunk) - The company has 12 months from the IPO closing to consummate a business combination, which can be extended up to two times by three months each (total 18 months), provided the sponsor deposits **$575,000** into the trust account for each extension[49](index=49&type=chunk) - A majority of the company's executive officers and directors are located in or have significant ties to China, which may lead to increased legal and operational risks, especially if the company pursues a business combination with a China-based target. These risks include potential PRC government intervention and compliance with cybersecurity and data privacy laws[115](index=115&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) The company faces inherent SPAC risks, including lack of operating history, competition, conflicts of interest, and significant regulatory challenges, especially those related to its management's ties to China - The company has no operating history or revenues, making it difficult for investors to evaluate its ability to achieve its business objective[151](index=151&type=chunk) - A majority of the company's executive officers and directors have significant ties to China, which may subject the company to risks related to PRC laws, regulations, and potential government intervention, which could hinder its ability to offer securities or cause their value to decline[160](index=160&type=chunk) - The company faces the risk of being deemed an investment company under the Investment Company Act, which could force it to liquidate. To mitigate this, the company may liquidate securities in the trust account and hold cash, which would reduce interest income[202](index=202&type=chunk)[204](index=204&type=chunk)[207](index=207&type=chunk) - The sponsor's founder shares and private placement units will be worthless if a business combination is not completed, creating a conflict of interest that may incentivize them to complete a transaction that is not in the best interest of public shareholders[354](index=354&type=chunk)[356](index=356&type=chunk) - If a business combination with a China-based entity is pursued, the combined company would face significant risks related to PRC regulations, including cybersecurity reviews by the CAC, potential CSRC filing requirements for overseas listings, and the enforceability of judgments[275](index=275&type=chunk)[280](index=280&type=chunk)[295](index=295&type=chunk) - The company will not acquire a target whose financial statements are audited by a firm that the PCAOB is unable to inspect for two consecutive years. However, risks remain regarding future regulatory changes under the HFCAA that could lead to delisting if the combined company's auditor becomes non-inspectable[251](index=251&type=chunk)[254](index=254&type=chunk)[257](index=257&type=chunk) [Unresolved Staff Comments](index=116&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[426](index=426&type=chunk) [Cybersecurity](index=116&type=section&id=Item%201C.%20Cybersecurity) As a blank check company, it has no formal cybersecurity program, but its board oversees risks, with no material incidents reported - The company, being a blank check entity, does not consider itself to have significant cybersecurity risk and has not implemented a formal cybersecurity program[426](index=426&type=chunk) - The board of directors is responsible for the oversight of cybersecurity risks. As of the report date, no material cybersecurity incidents have affected the company[427](index=427&type=chunk) [Properties](index=116&type=section&id=Item%202.%20Properties) The company uses leased office space in New York, with costs covered by a monthly administrative fee to a sponsor affiliate - The company's main office is at 39 E Broadway, Suite 603, New York, New York. The rent is part of a **$10,000** monthly administrative services fee paid to a sponsor affiliate[428](index=428&type=chunk)[106](index=106&type=chunk) [Legal Proceedings](index=116&type=section&id=Item%203.%20Legal%20Proceedings) As of March 31, 2025, no material litigation, arbitration, or governmental proceedings are pending against the company or its management - There is no material litigation, arbitration or governmental proceeding currently pending against the company or its management team[429](index=429&type=chunk) [Mine Safety Disclosures](index=116&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - Not applicable[430](index=430&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=117&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's securities trade on Nasdaq, with **7,658,348** ordinary shares outstanding, and IPO proceeds of **$57.5 million** held in trust - The company's securities trade on The Nasdaq Capital Market: Units (UYSCU), Ordinary Shares (UYSC), and Rights (UYSCR)[432](index=432&type=chunk) - As of June 26, 2025, there were **7,658,348** ordinary shares issued and outstanding[433](index=433&type=chunk) - The company has not paid and does not intend to pay cash dividends prior to completing an initial business combination[434](index=434&type=chunk) - Gross proceeds from the IPO and private placement totaled **$59,908,480**, with **$57,500,000** placed in a trust account. Transaction costs amounted to **$3,019,884**[439](index=439&type=chunk)[440](index=440&type=chunk)[441](index=441&type=chunk) [Reserved](index=118&type=section&id=ITEM%206.%20RESERVED) This item is not applicable [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=119&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) The pre-operational blank check company reported a **$156,520** net loss and a **$138,268** working capital deficit, with going concern doubts due to mandatory liquidation risk Financial Highlights | Metric | For the fiscal year ended March 31, 2025 | | :--- | :--- | | **Net Loss** | $156,520 | | **Cash and Cash Equivalents (as of Mar 31, 2025)** | $17,221 | | **Working Capital Deficit (as of Mar 31, 2025)** | $138,268 | | **Shareholders' Deficit (as of Mar 31, 2025)** | $163,268 | - Management has determined that the mandatory liquidation requirement if a business combination is not completed raises substantial doubt about the company's ability to continue as a going concern[454](index=454&type=chunk)[463](index=463&type=chunk) - Prior to the IPO, liquidity was satisfied by a **$25,000** payment for founder shares and a **$500,000** loan from the Sponsor, which was repaid upon the IPO's closing[455](index=455&type=chunk) - The company has no off-balance sheet arrangements. Its primary contractual obligation is a **$10,000** monthly fee to a Sponsor affiliate for administrative services, which began on April 1, 2025[465](index=465&type=chunk)[466](index=466&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=127&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company has no material interest rate risk exposure, as trust account proceeds are invested in short-term U.S. government obligations - The company believes there is no material exposure to interest rate risk due to the short-term nature of the investments held in the trust account, which consist of U.S. government treasury bills or money market funds investing in such obligations[480](index=480&type=chunk) [Financial Statements and Supplementary Data](index=127&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates the company's financial statements and related notes by reference, located at the end of the report - This item refers to the full financial statements which appear after Item 15 of the report[481](index=481&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=127&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on accounting principles, financial disclosure, or auditing scope - None[482](index=482&type=chunk) [Controls and Procedures](index=127&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded disclosure controls were effective as of March 31, 2025, with no material changes to internal controls during the last quarter - Management concluded that disclosure controls and procedures were effective as of March 31, 2025[483](index=483&type=chunk) - The annual report does not include a management assessment of internal control over financial reporting, as allowed for newly public companies[485](index=485&type=chunk) - No material changes to internal control over financial reporting occurred during the last fiscal quarter[486](index=486&type=chunk) [Other Information](index=127&type=section&id=Item%209B.%20Other%20Information) No director or officer adopted or terminated any Rule 10b5-1 or other non-Rule 10b5-1 trading arrangements - No director or officer adopted or terminated any Rule 10b5-1 trading plans or other non-Rule 10b5-1 trading arrangements[487](index=487&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=127&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[488](index=488&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=128&type=section&id=Item%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE.) This section details the company's executive officers and five-member board, including independent committees, and discloses significant conflicts of interest - The company's executive team includes Jialuan Ma (CEO), Shaokang Lu (CFO), and Jiawen Zhao (CIO)[490](index=490&type=chunk) - The Board of Directors has five members, with three determined to be independent (Yan Liang, Sze Wai Lee, Daniel John Paul Peart), satisfying NASDAQ requirements[500](index=500&type=chunk) - The Board has three standing committees: Audit, Compensation, and Nominating, all composed of independent directors[504](index=504&type=chunk) - The company has adopted a Code of Ethics and an Insider Trading Policy[515](index=515&type=chunk)[516](index=516&type=chunk) - Significant conflicts of interest are disclosed, stemming from officers' and directors' obligations to other entities and the financial incentive for the sponsor to complete a business combination, as their investment would be worthless otherwise[519](index=519&type=chunk)[523](index=523&type=chunk)[528](index=528&type=chunk) [Executive Compensation](index=141&type=section&id=Item%2011.%20EXECUTIVE%20COMPENSATION.) No executive officers received cash compensation for FY2025, with administrative services paid to a sponsor affiliate, and a clawback policy adopted for incentive compensation - No executive officer received cash compensation for services rendered during the fiscal year ended March 31, 2025[537](index=537&type=chunk) - An affiliate of the sponsor receives **$10,000** per month for office space, administrative, and support services[501](index=501&type=chunk) - The company has adopted an Executive Compensation Clawback Policy, allowing for the recovery of erroneously awarded incentive-based compensation from executive officers if a financial restatement is required[541](index=541&type=chunk)[542](index=542&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=141&type=section&id=Item%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS.) This section details beneficial ownership as of June 26, 2025, with the sponsor holding **21.92%** and other significant owners disclosed, alongside late Section 16(a) filings Beneficial Ownership as of June 26, 2025 | Name of Beneficial Owner | Percentage of Outstanding Ordinary Shares | | :--- | :--- | | UY Scuti Investments Limited (Sponsor) | 21.92% | | All directors and officers as a group | 21.92% | | Harraden Circle Investments, LLC | 9.96% | | Feis Equities LLC / Lawrence M. Feis | 7.24% | | Mizuho Financial Group, Inc. | 8.3% | - The company reported late Form 3 filings for its CFO (Shaokang Lu), its Sponsor (UY Scuti Investments Limited), and an independent director (Daniel John Paul Peart), which were attributed to administrative oversight[549](index=549&type=chunk) [Certain Relationships and Related Transactions](index=143&type=section&id=Item%2013.%20Certain%20Relationships%2C%20and%20Related%20Transactions%20and%20Director%20Independence) This section details related party transactions, including the sponsor's purchase of founder shares and private placement units, a repaid loan, and ongoing administrative service fees - The sponsor purchased **1,437,500** founder shares for an aggregate price of **$25,000**[550](index=550&type=chunk) - The sponsor purchased **240,848** private placement units at **$10.00** per unit in a private placement[551](index=551&type=chunk) - The company pays an affiliate of the sponsor **$10,000** per month for office space and administrative services[553](index=553&type=chunk) - The sponsor provided a loan of up to **$500,000** to cover offering-related expenses, which was non-interest bearing and repaid upon the closing of the IPO[558](index=558&type=chunk) - The audit committee is responsible for reviewing and approving all related party transactions[564](index=564&type=chunk) [Principal Accountant Fees and Services](index=147&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) The company changed its auditor from WWC, P.C. to Audit Alliance LLP on June 5, 2025, with the audit committee pre-approving all services Accountant Fees | Accountant | Service Period | Fees Paid | | :--- | :--- | :--- | | WWC, P.C. | Jan 18, 2024 - Jun 5, 2025 | $82,500 (Audit Fees) | | Audit Alliance LLP | FYE Mar 31, 2025 & 2024 | $45,000 (Audit Fees) | - On June 5, 2025, the company dismissed WWC, P.C. and engaged Audit Alliance LLP as its new independent registered public accounting firm[569](index=569&type=chunk)[574](index=574&type=chunk) - The audit committee pre-approves all auditing and permitted non-audit services provided by the auditors[575](index=575&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=148&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all documents filed as part of the Form 10-K, including financial statements and various exhibits - This item lists all exhibits filed with the Form 10-K, including underwriting agreements, corporate governance documents, and various certifications[578](index=578&type=chunk)[580](index=580&type=chunk) [Form 10-K Summary](index=149&type=section&id=ITEM%2016.%20Form%2010-K%20Summary) The company indicates that no Form 10-K summary is provided - None[582](index=582&type=chunk) Financial Statements The audited financial statements for FY2025 show a **$156,520** net loss and **$138,268** shareholders' deficit, with the auditor highlighting a material uncertainty regarding going concern [Report of Independent Registered Public Accounting Firm](index=152&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Audit Alliance LLP's report provides a fair opinion but highlights a 'Material Uncertainty Related to Going Concern' due to net loss, working capital deficit, and liquidation risk - The auditor's report contains a 'Material Uncertainty Related to Going Concern' paragraph, citing the company's net loss of **$156,520**, working capital deficit of **$138,268**, and the risk of mandatory liquidation[593](index=593&type=chunk) [Financial Statements Tables](index=153&type=section&id=Financial%20Statements%20Tables) The financial tables show total assets of **$239,316**, a shareholders' deficit of **$138,268**, a net loss of **$156,520**, and negative cash flow from operations of **$203,779** for FY2025 Balance Sheet as of March 31 | | 2025 | 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $17,221 | $0 | | Total Assets | $239,316 | $90,000 | | **Liabilities and Shareholders' (Deficit) Equity** | | | | Total Current Liabilities | $377,584 | $71,748 | | Total Shareholders' (Deficit) Equity | ($138,268) | $18,252 | Statement of Operations | | For the fiscal year ended March 31, 2025 | For the period from Jan 18, 2024 to Mar 31, 2024 | | :--- | :--- | :--- | | Formation and operating costs | $156,520 | $6,748 | | **Net loss** | **($156,520)** | **($6,748)** | | Basic and diluted net loss per ordinary share | ($0.11) | ($0.01) | [Notes to the Financial Statements](index=157&type=section&id=Notes%20to%20the%20Financial%20Statements) The notes detail accounting policies, IPO and private placement specifics, related party transactions, and commitments, reiterating the going concern issue - The company is an emerging growth company and has elected to use the extended transition period for complying with new or revised financial accounting standards[633](index=633&type=chunk) - Related party transactions include the sale of **1,437,500** Founder Shares to the Sponsor for **$25,000** and a promissory note from the Sponsor for up to **$500,000** to cover IPO costs, which was repaid post-IPO[659](index=659&type=chunk)[664](index=664&type=chunk) - The company has an agreement to pay an affiliate of the Sponsor **$10,000** per month for administrative support services, commencing on the effective date of the IPO registration[668](index=668&type=chunk) - Subsequent events include the consummation of the IPO in April 2025, raising **$57.5 million** in gross proceeds, and the simultaneous private placement, with **$57.5 million** deposited into the Trust Account[685](index=685&type=chunk)[687](index=687&type=chunk)