UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2025 OMNIQ CORP. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Delaware 001-40768 20-3454263 (Commission File Number) (I.R.S. Employer Identification No.) 696 West Confluence Ave. Murray, UT 84123 (Address of Principal Executi ...

Financial Performance - Atmos Energy recorded a net income of $1,198.8 million for fiscal 2025, an increase of $155.9 million from $1,042.9 million in fiscal 2024, reflecting positive rate outcomes driven by safety and reliability spending [138]. - Operating revenues for the fiscal year ended September 30, 2025, increased to $4,425,397, a rise of 13.0% compared to $3,915,141 in 2024 [149]. - Net income for the fiscal year ended September 30, 2025, was $746,781, reflecting a 11.2% increase from $671,413 in 2024 [149]. - Operating income for the distribution segment rose by 12.8% to $963,390 in 2025, driven by a $184.1 million increase in rate adjustments and $26.7 million from residential customer growth [150][153]. - The pipeline and storage segment's operating income increased by 19.1% to $596,581 in 2025, supported by a $100.5 million rise in Mid-Tex/Affiliate transportation revenue [163]. - Total operating revenues for the pipeline and storage segment reached $1,065,300 in 2025, up from $938,029 in 2024, marking a 13.6% increase [162]. Capital Expenditures - The company anticipates capital expenditures of approximately $26 billion between fiscal years 2026 and 2030, with over 80% dedicated to safety and reliability [133]. - Capital expenditures for fiscal 2025 were $3.6 billion, with approximately 87% invested to improve safety and reliability of distribution and transportation systems [142]. - Capital expenditures for the fiscal year ended September 30, 2025, totaled $3.6 billion, up from $2.9 billion in 2024, with a significant increase in distribution segment spending of $413.4 million [175]. Debt and Financing - The company completed approximately $1.8 billion of long-term debt and equity financing during fiscal 2025, maintaining an equity capitalization of 60.3% [143]. - As of September 30, 2025, long-term debt was $8,918.9 million, representing 39.7% of total capitalization, while shareholders' equity was $13,558.9 million, accounting for 60.3% [169]. - The company issued approximately $1.8 billion in net proceeds from long-term debt and equity during the fiscal year ended September 30, 2025 [177]. - Financing activities provided $1,406.8 million in cash for fiscal year 2025, a decrease from $1,478.6 million in 2024 [176]. Liquidity and Cash Flow - As of September 30, 2025, Atmos Energy had approximately $4.9 billion in total liquidity, including $202.7 million in cash and cash equivalents [143]. - For the fiscal year ended September 30, 2025, cash flow from operating activities was $2,049.5 million, an increase of 18.2% compared to $1,733.7 million in 2024 [173]. - The company has a $1.5 billion commercial paper program and $3.1 billion in total availability from revolving credit facilities to support liquidity [166]. Regulatory and Legislative Impact - Texas legislation effective in Q3 of fiscal 2025 positively impacted results by $26.2 million, contributing to the overall net income increase [139]. - Ratemaking regulatory actions implemented during fiscal 2025 resulted in an increase in annual operating income of $333.6 million, excluding the impact of tax refunds [140]. - The distribution segment achieved a $256.4 million increase in annual operating income due to completed regulatory proceedings, with total fiscal 2025 annualized rate outcomes of $245.6 million [145]. Market and Operational Factors - The distribution segment's performance is influenced by the ability to earn authorized rates of return and competitive factors in the energy industry [144]. - Consolidated distribution sales volumes were 289,065 MMcf in 2025, a slight increase from 283,977 MMcf in 2024 [149]. - The average cost of gas sold per Mcf increased to $6.41 in 2025, up from $5.71 in 2024, representing a 12.3% rise [149]. Risk Management - The company is exposed to commodity price risk, but distribution operations have limited exposure due to cost recovery mechanisms [194]. - Short-term interest rate risk is managed through a sensitivity analysis, indicating that a hypothetical 1% increase in interest rates would not materially increase interest expenses in 2025 [195]. - The company employs risk management strategies in its distribution segment to mitigate natural gas price volatility during the winter heating season [193]. Financial Instruments and Fair Value - The fair value of financial instruments decreased from $88,651,000 at September 30, 2024, to $3,412,000 at September 30, 2025, reflecting a significant decline [188]. - Contracts realized/settled amounted to $(130,755,000), while new contracts contributed $5,181,000 to the fair value [188]. - The total fair value of contracts at September 30, 2025, included $(1,036,000) for contracts maturing in less than 1 year and $4,448,000 for contracts maturing in 1-3 years [188]. - The fair value of contracts at September 30, 2025, was primarily based on actively quoted prices, with no contributions from models or other valuation methods [188]. Compliance and Ratings - The company's credit ratings are A- from S&P and A2 from Moody's, with a stable outlook from both agencies [181]. - The company maintained compliance with all debt covenants as of September 30, 2025 [183]. Other Financial Obligations - Total contractual obligations as of September 30, 2025, amounted to $17,689.3 million, with $537.4 million due within one year [185]. - The company was committed to purchase 73.4 Bcf of gas within one year and 114.9 Bcf within two to three years under indexed contracts as of September 30, 2025 [186]. - Cash dividends increased due to an 8.1% rise in the dividend rate and an increase in shares outstanding during fiscal year 2025 [177]. Accounting Developments - Recent accounting developments have been documented in Note 2 of the consolidated financial statements, impacting financial position and cash flows [189]. - The company has liabilities associated with uncertain tax positions, which do not include potential interest and penalties [191]. - Interest charges related to finance lease payments totaled $15.8 million, while operating lease payments included interest of $68.2 million [191].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ 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: 001-36620 ELEDON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-1000967 (State or other ...

Product Development - Benitec Biopharma is developing BB-301, a first-in-class genetic medicine for Oculopharyngeal Muscular Dystrophy (OPMD), utilizing a "silence and replace" approach[150]. - The Investigational New Drug (IND) application for BB-301 was approved by the U.S. FDA in June 2023, with the first subject treated in November 2023[152]. - BB-301 has been granted Orphan Drug Designation in both the United States and the European Union[150]. - The company aims to leverage its proprietary ddRNAi technology to achieve permanent silencing of disease-causing genes and restoration of normal gene function[140]. - The silence and replace approach allows for the simultaneous silencing of disease-causing genes and replacement with wild type genes, potentially improving treatment outcomes[130]. - BB-301 is designed to permanently silence the expression of the disease-causing gene while replacing it with a wild type gene[129]. - The BB-301 clinical development program includes a 76-week follow-up, with a 6-month pre-treatment observation period for OPMD patients[167]. - All six subjects in the BB-301 trial have been safely treated, with no treatment-related severe adverse events reported[169]. - Cohort 1 patients in the BB-301 trial achieved a 100% response rate, demonstrating significant improvements in dysphagia symptoms[170]. - Interim results showed a 40% decline in Total Pharyngeal Residue (TPR) and a 42% decline in Pharyngeal Area at Maximum Constriction (PhAMPC) post-treatment[175]. - The FDA granted Fast Track designation to BB-301 for the treatment of OPMD with dysphagia following positive interim clinical results[170]. Financial Performance - The company has not generated any revenues from product sales, with no revenue recognized during the three months ended September 30, 2025, and September 30, 2024[192]. - Total operating expenses for the three months ended September 30, 2025, were $9.8 million, a 69.5% increase from $5.8 million in the same period of 2024[196]. - Research and development expenses decreased to $3.4 million for the three months ended September 30, 2025, down from $3.6 million in the comparable period, primarily due to timing of contract manufacturing activities[196]. - General and administrative expenses rose significantly to $6.4 million in Q3 2025, compared to $2.2 million in Q3 2024, driven by a $4.0 million increase in share-based compensation[197]. - Other income (loss), net for the three months ended September 30, 2025, was $838 thousand, compared to $732 thousand in the same period of 2024, reflecting an increase in interest income[198]. - The company reported accumulated losses of $237 million as of September 30, 2025, with expectations of increased research and development expenses[200]. - Cash and cash equivalents stood at approximately $94.5 million as of September 30, 2025, with no borrowings or credit facilities in place[201]. - Net cash used in operating activities was $3.4 million for the three months ended September 30, 2025, an improvement from $4.6 million in the same period of 2024[203]. - The company has no products approved for sale and does not expect to generate significant revenue until regulatory approval is obtained[207]. - Future funding requirements will depend on various factors, including the timing and costs of clinical trials and regulatory approvals[209]. - The company anticipates continued losses for the foreseeable future as it develops product candidates and prepares for commercialization[208]. Strategic Collaborations and Financing - The company plans to collaborate with large biopharmaceutical companies for co-development and commercialization of its products[147]. - The company will require additional financing to progress its product candidates through key inflection points[131]. - The company is exploring long-term manufacturing alliances to support future commercialization efforts, as it does not currently own manufacturing facilities[177]. - The company entered into a Sales Agreement allowing for the sale of up to $75 million in common stock, with a 3.0% commission to the agent[190]. Market and Disease Context - OPMD is characterized by progressive swallowing difficulties and eyelid drooping, typically presenting in patients aged 40 to 50[149]. - Significant geographical clustering of OPMD patients has been noted, which could facilitate clinical development and commercialization efforts[158]. - BB-301 has received Orphan Drug Designation in the U.S. and EU, with a projected commercial opportunity exceeding $1 billion over its product life[160].

Financial Performance - The net loss from continuing operations for the three months ended September 30, 2025, was $16,305,228, compared to a loss of $1,216,986 for the same period in 2024[22]. - Total revenues for the nine months ended September 30, 2025, were $0, consistent with the same period in 2024[22]. - The company reported a comprehensive loss of $16,151,343 for the three months ended September 30, 2025, compared to a comprehensive income of $4,320,730 for the same period in 2024[24]. - The basic net loss per common share for the three months ended September 30, 2025, was $(2.02), compared to earnings of $2.18 for the same period in 2024[24]. - The company reported a net loss of $16,365,492 for the three months ending September 30, 2025[26]. - The net income from continuing operations for the nine months ended September 30, 2025, was $90,072,207, contrasting with a net loss of $4,570,383 for the same period in 2024[30]. - The company experienced a net cash used in operating activities of $5,199,446 for the nine months ended September 30, 2025, compared to $3,212,291 for the same period in 2024[30]. - Total other (expense) income, net for the three months ending September 30, 2025, was $(11,533,653), a significant increase in losses compared to $(28,300) in 2024[213]. Assets and Liabilities - Total assets increased to $13,287,908 as of September 30, 2025, compared to $9,109,284 as of December 31, 2024, representing a growth of approximately 46.5%[19]. - Current liabilities decreased significantly from $171,450,366 in December 31, 2024, to $43,630,885 as of September 30, 2025, a reduction of about 74.6%[19]. - The accumulated deficit increased to $(111,464,507) as of September 30, 2025, from $(201,075,743) as of December 31, 2024[20]. - The total stockholders' deficit improved to $(30,417,971) as of September 30, 2025, from $(163,350,109) as of December 31, 2024, indicating a positive change in financial position[20]. - The total stockholders' deficit as of September 30, 2025, was $30,417,971, reflecting a decrease from the previous period[26]. - The company had cash and cash equivalents of $7,611,465 as of September 30, 2025, compared to $6,897,697 as of December 31, 2024, reflecting an increase of approximately 10.4%[19]. - As of September 30, 2025, the company had cash of approximately $7,611,000 and a working capital deficit of approximately $30,512,000, indicating substantial doubt about its ability to continue as a going concern[47]. - The company incurred cash flow used in operating activities from continuing operations of approximately $4,944,000 for the nine months ended September 30, 2025[47]. Stock and Equity - The balance of common stock increased to 11,096,264 shares as of September 30, 2025, from 2,098,999 shares as of September 30, 2024[28]. - The Company issued common stock for services performed amounting to $750,000 during the nine months ended September 30, 2024[28]. - The Company issued 4,770,340 shares of common stock to Star Equity Holders and 12,017,648 stock purchase warrants with a five-year term at an exercise price of $1.50 per share[180]. - The Company established the 2025 Equity Incentive Plan, reserving 3,950,000 shares of common stock for issuance, subject to shareholder approval[157]. - The Company issued 310,000 shares of common stock in connection with a new joint venture agreement in September 2025[146]. - The Company issued 84,276 shares of common stock in May 2025 in connection with a cashless exercise of stock options[156]. - The Company had 6,497,072 warrants outstanding as of September 30, 2025, with a weighted average exercise price of $14.88[152]. - The Company had 837,625 public and private warrants outstanding as of September 30, 2025, with an average remaining contractual life of 0.42 years[152]. Acquisitions and Investments - In December 2024, the company entered into a Securities Purchase Agreement to acquire a controlling 51% interest in Star, an Israeli corporation, with plans to increase this to 100%[36]. - The Company acquired a controlling 100% interest in Star for $21,000,000, including a $16,000,000 promissory note and $5,000,000 in cash, along with shares and warrants[196]. - The Company plans to focus its business on the defense sector following the acquisition of Star, which will provide a controlling interest in a supplier of defense products[176]. - The Company will acquire 100% of Tiltan Software Engineering Ltd. for a total purchase price of NIS 47,600,000 (approximately $14 million) with 75% paid in cash and 25% in equity[202][203]. - The Company advanced a total of $4,500,000 to Star as of September 30, 2025, including $1,000,000 in December 2024 and an additional $3,500,000 during the nine months ended September 30, 2025[166]. Operating Expenses - Operating expenses for the three months ended September 30, 2025, totaled $4,771,575, up from $1,188,686 in the same period of 2024, marking an increase of approximately 301.5%[22]. - Professional fees surged by 688.6% to $4,359,640 for the three months ending September 30, 2025, primarily due to increased consulting fees[213][216]. - Compensation and related benefits rose by 333.1% to $230,988 for the three months ending September 30, 2025, reflecting anticipated increases due to pending acquisitions[213][217]. - Stock-based compensation for the nine months ended September 30, 2025, was $177,905, compared to $154,938 for the same period in 2024[30]. Legal and Regulatory Matters - The Company is subject to various legal proceedings and regulatory investigations, establishing accruals for potential losses when they become probable and can be reasonably estimated[170]. - The transaction is subject to regulatory approvals, including from the Israel Ministry of Defense, with hopes to close before the end of 2025[204]. Future Outlook - The Company expects to report revenue upon the closing of the Star and Tiltan acquisitions, anticipated by the end of Q4 2025[215]. - The Company plans to establish an employee retention and incentive program totaling NIS 2,500,000 for Tiltan employees[205].

Financial Performance - The net loss from continuing operations for the three months ended September 30, 2025, was $16,305,228, compared to a loss of $1,216,986 for the same period in 2024[22]. - Total revenues for the nine months ended September 30, 2025, were $0, consistent with the same period in 2024[22]. - The company reported a net income loss of $16,365,492 for the three months ended September 30, 2025, compared to a net income of $4,455,233 for the same period in 2024[22]. - For the nine months ended September 30, 2025, net income from continuing operations was $90,072,207, compared to a net loss of $4,570,383 for the same period in 2024[30]. - The company reported a net loss from discontinued operations of $60,264 for the three months ended September 30, 2025, compared to a net gain of $5,672,219 in the same period in 2024[110]. - Total other (expense) income, net for the three months ending September 30, 2025, was $(11,533,653), a significant increase in losses compared to $(28,300) in 2024[213]. Assets and Liabilities - Total assets increased to $13,287,908 as of September 30, 2025, compared to $9,109,284 as of December 31, 2024, representing a growth of approximately 46.5%[19]. - Current liabilities decreased significantly from $171,450,366 in December 31, 2024, to $43,630,885 as of September 30, 2025, a reduction of about 74.6%[19]. - The accumulated deficit increased to $(111,464,507) as of September 30, 2025, from $(201,075,743) as of December 31, 2024[20]. - As of September 30, 2025, total stockholders' equity was $(30,417,971), reflecting a significant increase in common stock to 11,096,264 shares[26]. - Total liabilities as of September 30, 2025, were $3,179,877, indicating a significant financial obligation[109]. Cash Flow and Financing - The company had cash and cash equivalents of $7,611,465 as of September 30, 2025, compared to $6,897,697 as of December 31, 2024, reflecting an increase of approximately 10.4%[19]. - Cash used in operating activities from continuing operations was $(4,943,890) for the nine months ended September 30, 2025, compared to $(1,636,275) for the same period in 2024[30]. - The company raised $9,225,000 from the issuance of private placement, net of issuance costs, during the nine months ended September 30, 2025[30]. - The Company issued promissory notes totaling $1,353,639 under the Shareholder 2024 Loans, with interest at 5.0% per annum, due in three years[115]. - The total loans payable to related parties as of September 30, 2025 amounted to $1,566,988, after accounting for repayments[117]. Stock and Equity - The weighted average common shares outstanding for the three months ended September 30, 2025, were 8,124,786, compared to 2,043,928 for the same period in 2024[24]. - The company underwent a reverse stock split of one-for-eight effective October 24, 2024, increasing the number of authorized shares from 40,000,000 to 150,000,000[42]. - The Company issued 4,770,340 shares of common stock to Star Equity Holders and 12,017,648 stock purchase warrants with a five-year term at an exercise price of $1.50 per share[180]. - The Company established the 2025 Equity Incentive Plan, reserving 3,950,000 shares of common stock for issuance, subject to shareholder approval[157]. - The Company issued 310,000 shares of common stock in September 2025 in connection with a new joint venture agreement[146]. Operational Changes and Future Plans - Nukkleus Inc. plans to focus its business on the defense sector following the acquisition of a controlling 100% interest in Star, an Israeli corporation engaged in defense products[36]. - The Company will acquire 100% of Tiltan Software Engineering Ltd. for a total purchase price of NIS 47,600,000 (approximately $14 million) with 75% paid in cash and 25% in equity[202][203]. - The Company expects to report revenue upon the closing of the Star and Tiltan acquisitions, anticipated by the end of Q4 2025[215]. - The Company has exclusive distribution rights for BladeRanger's drone payload systems in the U.S. defense market, with a minimum purchase commitment of 5 payloads in Year 1[200]. - A joint venture was established to create advanced manufacturing zones in the Baltics and Israel, with a committed credit line of up to $1.5 million from Mandragola[201]. Accounting and Compliance - The company is currently evaluating the impact of several recently issued accounting standards on its consolidated financial statements and disclosures[98][99][100][101][102][103]. - The Company has adopted ASU 2023-07 for the nine months ended September 30, 2025, with no material impact on the consolidated financial statements[96]. - The Company recognizes interest and penalties related to income tax matters in general and administrative expense[88]. - The Company accounts for stock-based compensation using the Black-Scholes option-pricing model, estimating fair value and expected volatility[85]. - The Company is classified as an emerging growth company under the JOBS Act, allowing it to delay adopting new accounting standards[50].

FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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: 001-38105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ETHZilla Corporation (Exact name of registrant as specified in its charter) | Delaware | 90-1890354 | | --- | --- | | ( ...

Treasury Management and ETH Strategy - The company adopted an Ethereum-focused treasury management strategy in August 2025, aiming to acquire and grow its ETH position [279]. - The company aims to maximize ETH accumulation and value accretion while maintaining robust controls over its digital assets [280]. - The company's treasury strategy is designed to bring value to shareholders by deploying ETH across various DeFi activities [282]. - The company has not reduced its treasury or sold any of its ETH staking rewards to date [283]. - The company actively deploys ETH in the treasury across staking, lending, and advanced DeFi protocols to generate yields [284]. - The transition of Ethereum to a Proof-of-Stake consensus mechanism is expected to enhance ETH's value as a yield-bearing digital asset [281]. - The issuance rate of new ETH has dropped significantly since Ethereum switched from Proof-of-Work to Proof-of-Stake in September 2022 [295]. - The Ethereum network's transition to Proof-of-Stake is designed to dramatically reduce energy use while maintaining security and decentralization [299]. - The company implemented an Ethereum-focused treasury strategy in August 2025, aiming to acquire and grow its ETH position without a specific target for maximum holdings [430]. Financial Performance - Total revenue for the three months ended September 30, 2025, was $4,110,169, compared to $0 for the same period in 2024 [407]. - General and administrative expenses increased to $224,604,532 for the three months ended September 30, 2025, from $596,172 in 2024, representing an increase of $224,008,360 [409]. - The net loss from continuing operations for the three months ended September 30, 2025, was $208,670,965, compared to a net loss of $532,389 for the same period in 2024, an increase of $208,138,576 [411]. - Other income, net for the three months ended September 30, 2025, was $11,823,398, compared to $63,783 for the same period in 2024, an increase of $11,759,615 [410]. - For the nine months ended September 30, 2025, total revenue was $4,110,169, with general and administrative expenses rising to $227,954,479 from $3,471,965 in 2024 [413][414]. - The net loss for the nine months ended September 30, 2025, was $220,837,892, compared to a net loss of $1,894,683 for the same period in 2024, representing an increase of $218,943,209 [416]. - The net loss from continuing operations for the nine months ended September 30, 2025, was $212,008,038, significantly higher than the net loss of $1,658,746 for the same period in 2024 [421]. - Cash used in operating activities from continuing operations totaled $18,286,323 for the nine months ended September 30, 2025, compared to $531,565 for the same period in 2024 [425]. - Cash used in investing activities from continuing operations was $252,370,414 for the nine months ended September 30, 2025, compared to $0 for the same period in 2024 [426]. - Cash provided by financing activities from continuing operations totaled $825,274,591 for the nine months ended September 30, 2025, compared to cash used of $996,005 for the same period in 2024 [427]. Capital Raising and Stock Transactions - The company plans to raise capital through equity or equity-linked debt to increase its ETH holdings, benefiting shareholders [282]. - The company increased its authorized number of shares of common stock from 100 million to 1 billion on July 24, 2025 [324]. - Following a special meeting on October 7, 2025, the company further increased its authorized shares from 1 billion to 5 billion [327]. - On July 29, 2025, the company entered into a securities purchase agreement to sell 14,393,417 shares at an offering price of $26.50 per share [329]. - The company issued senior secured convertible notes totaling $156.25 million on August 8, 2025, at a cash exchange of 96% of the principal amount [335]. - The September 2025 Convertible Notes were sold for an aggregate principal amount of $360 million, with cash received equal to 97.25% of this amount [343]. - The company authorized a stock repurchase program for up to $250 million of its common stock, set to expire by June 30, 2026, or upon repurchase of the maximum amount [363]. - The company sold 739,050 shares under the Sales Agreement for gross proceeds of approximately $40,990,338 during the three months ended September 30, 2025 [373]. - Since September 30, 2025, the company sold 410,403 shares for net proceeds of approximately $6,861,299 after deducting commissions [374]. - The company entered into a Transaction Agreement to obtain up to $50.0 million with a forward rate of 9.90% per annum, collateralized by approximately $80.8 million of ETH [379]. Operational Changes and Strategic Initiatives - The company has alleviated substantial doubt about its ability to continue as a going concern due to significant fundraising events in the third quarter of 2025 [275]. - The company focuses on generating recurring revenues through various DeFi protocols that improve Ethereum network integrity and security [276]. - The company has two legacy biotechnology programs classified as discontinued operations, focusing on different diseases [278]. - The company made a strategic shift to discontinue its pharmaceutical research operations and Gaming Technology Platform, impacting financial reporting for the period [408]. - The company invested $15 million to acquire a 15% interest in Satschel, securing exclusive rights to list Ethereum L2 tokens on the platform [401]. - The company commenced native staking in August 2025 and liquid staking in September 2025, intending for staking to become a primary yield generation strategy within the current fiscal year [457]. Regulatory and Compliance Considerations - The regulatory landscape for digital assets is rapidly evolving, potentially impacting the company's operations and compliance obligations [323]. - The company utilizes third-party qualified custodians to hold its Ethereum, ensuring risk management and operational best practices [308]. - The company is in the process of onboarding a third qualified custodian as part of its risk management process [314].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $96, consisting solely of interest income [132]. - The company has no revenues to date and expects to incur increased expenses as a result of being a public company, including legal and compliance costs [131]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on November 10, 2025, raising gross proceeds of $172,000,000 from the sale of 17,250,000 Units at $10.00 per Unit [134]. - Following the IPO, a total of $172,500,000 was placed in the Trust Account, with transaction costs amounting to $2,079,000 [135]. Liquidity and Financial Needs - As of September 30, 2025, the company had liquidity needs satisfied through $25,000 from founder shares and $243,748 borrowed under an unsecured promissory note [133]. - The company intends to use substantially all funds in the trust account to complete its initial business combination and may make permitted withdrawals of interest as needed [136]. - The company has estimated primary liquidity requirements of approximately $180,000 for legal and accounting expenses, $150,000 for directors and officers insurance, and $205,000 for miscellaneous expenses [139]. - Prior to the initial business combination, the company will have $695,000 of proceeds held outside the trust account for operational and due diligence expenses [137]. - The company does not expect to need additional funds following the IPO to meet operating expenditures, but may require additional financing for the business combination [142]. Accounting Standards and Reporting - The FASB issued ASU 2023-07, effective for fiscal years beginning after December 15, 2023, requiring enhanced segment reporting disclosures [154]. - The ASU mandates annual and interim disclosures of significant segment expenses provided to the chief operating decision maker (CODM) [154]. - Public entities must disclose the title and position of the CODM and how they use reported measures of segment profit or loss [154]. - Companies with a single reportable segment must provide all disclosures required by the ASU and existing segment disclosures [154]. - Management believes that recently issued accounting standards will not materially affect condensed financial statements [155]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [157]. Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements or long-term liabilities as of September 30, 2025 [145].

Financial Performance - Rental income for the three months ended September 30, 2025, increased by $1.7 million to $4.6 million compared to $2.9 million for the same period in 2024 [170]. - Rental income increased by $0.8 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily driven by the Aventura, FL property [182]. - The Company reported a net loss of $12.4 million for the three months ended September 30, 2025, compared to a net loss of $22.0 million for the same period in 2024 [230]. - For the nine months ended September 30, 2025, the net loss was $63.1 million, down from $142.2 million in the same period of 2024 [230]. - Net Operating Income (NOI) on a cash basis for the three months ended September 30, 2025, was $235,000, compared to a loss of $2.3 million in 2024 [230]. - NOI-cash basis at share for the nine months ended September 30, 2025, was $6.8 million, compared to $1.0 million in 2024 [230]. Asset Management - As of September 30, 2025, the company's portfolio consisted of 13 properties with approximately 1.3 million square feet of gross leasable area (GLA) and 198 acres of land [158]. - The company recorded a gain of $8.9 million from the sale of two properties for $52.6 million during the nine months ended September 30, 2025 [188]. - The company sold 91 consolidated properties from October 24, 2022, through September 30, 2025, generating approximately $1.1 billion in gross proceeds [200]. - The company had four assets under contract for sale as of November 13, 2025, with total anticipated proceeds of $240.8 million [201]. - The company is currently executing a Plan of Sale approved by shareholders, which allows for the sale of all assets and distribution of net proceeds [160]. Expenses and Impairments - The company recorded an impairment loss of $0.8 million for the three months ended September 30, 2025, and a total of $18.8 million for the nine months ended September 30, 2025 [161][181]. - The company recorded $8.5 million in other-than-temporary impairment losses on investments in unconsolidated entities during the nine months ended September 30, 2025 [161]. - An impairment of real estate assets of $18.8 million was recognized due to the agreement to sell one property below book value during the nine months ended September 30, 2025 [191]. - General and administrative expenses decreased by $2.3 million for the three months ended September 30, 2025, primarily due to reduced staffing and lower employee bonuses [176]. - Property operating expenses decreased by $2.3 million for the nine months ended September 30, 2025, mainly due to a $1.0 million reduction in common area expenses and a $1.3 million decrease in insurance expenses related to sold properties [183]. Debt and Cash Flow - As of September 30, 2025, the company had outstanding debt of $200.0 million after repaying $40.0 million against the principal of the Term Loan Facility [205]. - Net operating cash outflows amounted to $33.7 million for the nine months ended September 30, 2025, as rental income did not fully cover obligations [197]. - The company generated net investing cash inflows of $43.6 million during the nine months ended September 30, 2025, driven by asset sales [197]. - Interest expense decreased by $0.8 million for the three months ended September 30, 2025, due to partial pay downs of the Term Loan Facility [180]. Legal Matters - The Company is currently involved in multiple derivative lawsuits alleging breaches of fiduciary duty against its executives and board members [220][221]. - The Company intends to vigorously defend itself against the allegations in these lawsuits [221]. - Management believes that the resolution of ordinary course legal proceedings will not have a material effect on the Company's financial position [222]. Strategic Initiatives - The strategic review process for enhancing shareholder value remains ongoing, with the Board of Trustees overseeing the Plan of Sale [159]. - The company faces challenging market conditions, including elevated interest rates and limited availability of debt and equity capital, which may impact asset pricing [164]. Investment Activities - The Company invested $3.8 million and $21.8 million in consolidated properties during the three and nine months ended September 30, 2025, respectively [217]. - For the same periods in 2024, the Company invested $3.3 million and $25.7 million in consolidated properties, along with $5.8 million and $9.0 million in unconsolidated joint ventures [218]. Dividends - The company did not declare dividends on Class A common shares during the nine months ended September 30, 2025, with the last dividend declared on February 25, 2019 [211].