Financial Performance - The Ermenegildo Zegna Group reported a profit of €109.5 million for FY 2025, representing a 20% increase year-on-year compared to €90.9 million in FY 2024[3][6]. - Group revenues for FY 2025 were €1,916.9 million, down 1.5% year-on-year, but up 1.1% on an organic basis[6][8]. - The gross profit margin improved to 67.5%, up 90 basis points from 66.6% in FY 2024[6][10]. - Adjusted EBIT for FY 2025 was €163.0 million, including a €10 million provision for expected losses related to Saks Global, compared to €184.0 million in FY 2024[6][18]. - Operating profit declined to €139,480 thousand in 2025 from €166,852 thousand in 2024, reflecting a decrease of 16.4%[60]. - Profit attributable to shareholders increased to €98,582 thousand in 2025, up from €77,083 thousand in 2024, representing a growth of 28%[60]. - Basic earnings per share rose to €0.38 in 2025 from €0.31 in 2024, marking a 22.6% increase[60]. - Profit for 2025 increased to €109,487 thousand from €90,861 thousand in 2024, representing a growth of 20.5%[71]. - Profit margin improved to 5.7% in 2025 from 4.7% in 2024[71]. Revenue Breakdown - The Zegna brand generated revenues of €1,181.6 million, reflecting a 1.5% increase year-on-year and a 4.7% increase on an organic basis[8][20]. - The Thom Browne segment experienced a revenue decline of 14.6% year-on-year, totaling €268.9 million[8][24]. - Total revenues for FY 2025 were €1.92 billion, a decrease of 1.5% from €1.95 billion in FY 2024, with organic growth of 1.1%[49]. - The ZEGNA brand generated revenues of €1.36 billion in FY 2025, a slight increase of 1.1% from €1.35 billion in FY 2024, with organic growth of 3.7%[49]. - Thom Browne revenues fell by 14.6% to €268.9 million in FY 2025, down from €314.8 million in FY 2024, with an organic decline of 12.1%[49]. - Direct to Consumer (DTC) revenues increased by 4.2% to €1.45 billion in FY 2025, representing 82% of branded products sold[53]. - Revenues in the Americas increased by 7.9% to €566,069 thousand, while revenues in Greater China decreased by 14.6% to €435,173 thousand[55]. - EMEA region revenue growth was 0.5%, with organic growth at 1.4%[95]. - Americas region revenue growth was 7.9%, with organic growth at 12.0%[95]. - Greater China region experienced a revenue decline of 14.6%, with organic growth at (11.9%)[95]. - Rest of APAC region revenue growth was (0.5%), with organic growth at 3.8%[95]. - Other revenues, mainly from royalties, grew by 30.2%, with organic growth at 31.2%[95]. Cash Flow and Financial Position - The cash surplus at the end of FY 2025 was €52 million, an improvement from a net financial indebtedness of €94 million at the end of FY 2024[6][10]. - Cash Surplus reached €52.09 million at December 31, 2025, compared to a Net Financial Indebtedness of €94.2 million in 2024, reflecting improved Free Cash Flow generation[30]. - Free Cash Flow increased significantly to €82.1 million in FY 2025, up from €10.1 million in FY 2024, driven by higher operating cash flows and improved working capital management[33]. - The Group's net cash flows from operating activities improved to €335,559 thousand in 2025, compared to €279,129 thousand in 2024, an increase of 20.2%[65]. - Net Financial Indebtedness improved to a cash surplus of €(52,093) thousand in 2025 compared to €94,225 thousand in 2024[76]. Capital Expenditure - Capital expenditure for FY 2025 was €102.9 million, down from €125.5 million in FY 2024, with approximately 60% allocated to the store network[28]. - Capital expenditure for 2025 was €102,896 thousand, down from €125,529 thousand in 2024[99]. - Capital expenditure as a percentage of revenues decreased to 5.4% in 2025 from 6.4% in 2024[99]. - Payments for property, plant, and equipment were €80,504 thousand in 2025, compared to €100,104 thousand in 2024[99]. - Payments for intangible assets were €22,392 thousand in 2025, down from €25,425 thousand in 2024[99]. Strategic Focus and Management - The Group aims for disciplined growth and strong cash generation despite uncertainties in the market environment[5]. - The management remains focused on achieving 2027 targets despite uncertainties in the global economic outlook due to geopolitical tensions[34]. - A new leadership structure was implemented effective January 1, 2026, with Ermenegildo "Gildo" Zegna as Group Executive Chairman[35].

Store Operations - Dollar General operates 20,959 stores across 48 U.S. states and Mexico, with a focus on providing everyday low prices on a broad selection of merchandise [20]. - Dollar General opened 589 new stores in 2025, resulting in a net increase of 299 stores, bringing the total to 20,893 stores [35]. - The company operates 20,959 retail stores across 48 U.S. states and 17 stores in Mexico as of February 27, 2026 [123]. - In 2025, Dollar General opened 589 new stores, including 8 in Mexico, and remodeled 2,000 stores through Project Renovate and 2,254 stores through Project Elevate [161]. - The company plans to open approximately 450 new stores in 2026, along with remodeling initiatives for about 4,250 stores [161]. Financial Performance - The company achieved positive same-store sales growth every year since 1990, except for 2021, indicating a strong value and convenience proposition [24]. - Net sales for fiscal year 2025 increased by 5.2% to $42,724.4 million, driven by a 3.0% increase in same-store sales and new store openings [178]. - Same-store sales increased by 3.0% in 2025, compared to a 1.4% increase in 2024 [171]. - Gross profit for 2025 rose by 9.0%, with gross profit margin increasing by 107 basis points to 30.7% compared to 2024 [182]. - Operating profit for 2025 was $2,203.7 million, reflecting a 28.6% increase compared to 2024 [178]. - Net income for 2025 was $1,512.3 million, a 34.4% increase from $1,125.3 million in 2024 [178]. - Cash flows from operating activities were $3.6 billion in 2025, a $638.4 million increase compared to 2024, with net income rising to $1.5 billion from $1.1 billion [214]. Inventory Management - As of January 30, 2026, inventory balance represented approximately 44% of total assets excluding goodwill and intangible assets, highlighting the importance of efficient inventory management for profitability [72]. - The company’s inventory balance represented approximately 44% of total assets, with a 6% decrease in merchandise inventories in 2025 [212][216]. - Inventory shrink has significantly improved from prior elevated levels, and efforts to reduce damages have shown progress in 2025 [158]. Employee Development - Dollar General invests in employee development and offers a range of benefits to attract and retain talent [46]. - In 2025, the company invested over 4 million training hours in employee development [47]. - As of February 27, 2026, the company employed approximately 194,000 full-time and part-time employees, with over 70% of store managers promoted from within [49]. - Dollar General aims to reduce store manager turnover by investing in employee development and simplifying in-store activities [168]. Competition and Market Risks - The company faces intense competition in the retail sector, which may require price reductions and could adversely affect profitability [64]. - Economic factors such as inflation and changes in consumer spending could materially decrease sales and profitability [57]. - The company’s expansion plans may be hindered by challenges such as supply chain volatility and regulatory environments in new markets [68]. - The effectiveness of merchandising initiatives depends on accurately predicting customer demand and trends [62]. Supply Chain and Regulatory Challenges - The two largest suppliers accounted for approximately 19% of total purchases in 2025, indicating a reliance on a limited number of suppliers [37]. - Approximately 4% of purchases were directly imported in 2025, with many domestic vendors also importing products, exposing the company to risks from global political events and supply chain disruptions [84]. - The U.S. administration imposed additional tariffs in 2025 across various global trading partners, which could adversely affect merchandise costs and financial performance [87]. - Labor shortages and work stoppages in the transportation industry could increase costs and negatively impact business operations [81]. - The company is working to diversify sources of imported goods to include Southeast Asia, India, South America, and Mexico, reducing reliance on China [87]. - Compliance with governmental regulations incurs significant costs, which could adversely affect earnings if minimum wage rates increase significantly [52]. Technology and Cybersecurity - The company’s digital initiatives, including DG Media Network, are crucial for connecting with brand partners and enhancing advertising returns [63]. - The company has a comprehensive information security program overseen by a Senior Vice President with 30 years of experience in IT [117]. - The Audit Committee reviews cybersecurity risks and mitigation strategies quarterly, ensuring oversight of significant financial and operational risks [119]. - The company has experienced threats to its information systems but none have been material to its business to date [118]. Financial Obligations and Capital Expenditures - The total contractual obligations and commercial commitments amounted to $22.86 billion as of January 30, 2026, with $4.16 billion due within one year [207]. - Capital expenditures for 2026 are projected to be between $1.4 billion and $1.5 billion [219]. - Significant capital expenditures included $732.0 million for existing store improvements and $215.3 million for distribution and transportation-related projects in 2026 [218]. - The company anticipates funding capital requirements through existing cash balances, cash flows from operations, and availability under the Revolving Facility [219]. Legal and Compliance Risks - Legal proceedings may adversely affect the company's reputation and financial condition, with potential liabilities that could be material [113]. - Changes in accounting guidance could adversely affect the company's financial performance and operating costs [114]. - Regulatory changes could significantly increase compliance costs and operational expenses, impacting overall financial performance [109].

Revenue and Growth - Revenue increased by $9.0 million, or 99%, to $18.1 million for the year ended December 31, 2025, compared to $9.1 million for 2024[286]. - Aeva Technologies reported total revenue of $18,079,000 for the year ended December 31, 2025, a 99.4% increase from $9,065,000 in 2024[341]. - North America accounted for 74% of total revenue in 2025, while Asia and Europe contributed 3% and 21%, respectively[409]. - Revenue recognized at a point in time was $11.069 million, representing 61% of total revenue for 2025, while revenue recognized over time was $7.010 million, or 39%[409]. - For the year ended December 31, 2025, three customers accounted for 28%, 18%, and 18% of the company's revenue[410]. Expenses and Losses - Cost of revenue rose by $5.9 million, or 46%, to $18.7 million during the year ended December 31, 2025, from $12.9 million in 2024[287]. - Research and development expenses decreased by $17.2 million, or 17%, to $85.4 million for the year ended December 31, 2025, from $102.7 million in 2024[288]. - General and administrative expenses increased by $1.6 million, or 5%, to $34.9 million during the year ended December 31, 2025, from $33.3 million in 2024[290]. - Selling and marketing expenses decreased by $0.5 million, or 7%, to $6.7 million for the year ended December 31, 2025, compared to $7.2 million in 2024[291]. - Operating loss improved by $30.8 million, or 19%, to $127.6 million for the year ended December 31, 2025, from $158.4 million in 2024[285]. - Net loss decreased by $6.8 million, or 4%, to $145.4 million for the year ended December 31, 2025, compared to $152.3 million in 2024[285]. - The company expects to continue incurring operating losses due to ongoing investments in product development[302]. Cash Flow and Financing - Net cash used in operating activities was $115.1 million for the year ended December 31, 2025, attributed to a $145.4 million net loss and a $25.1 million net change in operating assets and liabilities[305]. - Cash provided by investing activities was $29.9 million for the year ended December 31, 2025, primarily from $109.5 million received from the maturity and sale of available-for-sale investments[306]. - Net cash provided by financing activities was $128.6 million for the year ended December 31, 2025, driven by proceeds from the issuance of convertible notes and common shares[307]. - The company entered into a Standby Equity Purchase Agreement allowing the sale of up to $125.0 million of preferred stock until November 8, 2026[298]. - The company has the ability to draw on the Facility Agreement up to $125.0 million through November 8, 2026, to support capital needs[303]. Assets and Liabilities - As of December 31, 2025, the accumulated deficit was $757.3 million, with cash and cash equivalents totaling $121.9 million[302]. - Total assets increased to $179,701,000 in 2025 from $147,489,000 in 2024, marking a growth of 21.8%[339]. - The company's accumulated deficit rose to $757,289,000 in 2025 from $611,861,000 in 2024, indicating ongoing financial challenges[339]. - The company’s total liabilities increased to $770.5 million as of December 31, 2025, compared to $688.1 million in 2024[344]. - The fair value of convertible notes was $101.0 million as of December 31, 2025, with an expected term of 6.9 years and expected volatility of 87.7%[416]. Strategic Partnerships and Investments - The company entered into a strategic partnership with LGIT, which includes an investment of up to $32.5 million in exchange for common shares[332]. - Aeva executed a Joint Development Agreement with LGIT for non-recurring engineering services valued at $7.5 million[333]. - LGIT made a strategic investment of $32.5 million in the Company, acquiring 3,509,719 shares at a price of $9.26 per share[441]. Stock and Equity - The Company is authorized to issue up to 422,000,000 shares of common stock as of December 31, 2025[449]. - The Company issued preferred stock at a price of $10,000 per share, with a quarterly dividend rate of 7.0% per annum[428]. - The Company recognized a gain of $1.7 million related to the LG Private Placement upon issuance of common stock[440]. - The intrinsic value of options exercised during the year ended December 31, 2025, was $24.4 million, compared to $0.5 million in 2023[455]. Inventory and Assets Management - The company recorded a total of $5.8 million in inventories as of December 31, 2025, a significant increase from $2.3 million in 2024[420]. - The total property, plant, and equipment net value was $12.8 million as of December 31, 2025, up from $10.3 million in 2024[421]. - The company reported a total of $22.5 million in other current assets as of December 31, 2025, compared to $7.8 million in 2024[423]. Financial Reporting and Accounting - The company recognizes deferred tax assets only to the extent that they are more likely than not to be realized, considering various factors including future taxable income[392]. - The company accounts for convertible notes as a liability, with the initial carrying amount equal to the principal amount net of issuance costs[404]. - The company applies the Black-Scholes option pricing model to measure the cost of stock-based awards, with fair value recognized over the requisite service period[389].

Financial Activities - In 2024, cash used in financing activities totaled $422.9 million, including $601.5 million for long-term debt repayment and $292.1 million for capital repayment related to a synthetic share repurchase [311]. - As of December 31, 2025, the company carried $1.7 billion in long-term debt, all of which is classified as long-term [311]. - The company expects cash from financing activities to be influenced by common share issuances related to share-based compensation plans, with potential future acquisitions or investments requiring cash payments [312]. - A dividend policy was implemented in 2025, aiming to provide shareholders with a steadily increasing annual dividend, contingent on distributable profits and available cash [326]. Cash and Investments - At December 31, 2025, the company had $839.0 million in cash and cash equivalents and $259.9 million in short-term investments, with a hypothetical adverse 10% movement in market interest rates potentially impacting financial statements by approximately $3.9 million [320]. Risk Management - The company has significant exposure to foreign currency exchange rate risks, particularly with revenues and expenses incurred in currencies other than the U.S. dollar, including the euro, British pound, and Chinese yuan [317]. - Interest rate derivatives are utilized to mitigate risks from interest-bearing assets and liabilities, with $164.3 million of long-term debt being floating interest rate debt [322]. - The company has established guidelines to manage credit risk, with no significant concentrations of credit risk reported during the period [324]. - The company recognizes that any global economic downturn may adversely affect business performance and cash generation capabilities [313]. Market Performance - In 2025, QIAGEN's year-end market capitalization was approximately $9,755 million and €8,385 million [366]. - The average daily trading volume for QIAGEN shares in 2025 was about 1.86 million, with 1.32 million traded in the U.S. and 0.54 million in Germany [363]. - QIAGEN's share price on the NYSE ended the year at $44.97, reflecting a 1% increase, while the Frankfurt Exchange share price declined by 10% to €38.66 [361][379]. - The S&P 500 index gained about 16% in 2025, driven by strong corporate earnings and interest in technology sectors, while QIAGEN's performance was in line with industry peers [354][362]. - The free float of QIAGEN shares was approximately 99% as of December 31, 2025, affecting the weighting of shares in various indexes [363]. - The high and low share prices for QIAGEN on the NYSE in 2025 were $51.88 and $37.63, respectively [374]. - The high and low share prices for QIAGEN on the Frankfurt Stock Exchange in 2025 were €46.21 and €32.50, respectively [380]. Corporate Governance - QIAGEN operates under a two-tier corporate structure with a Managing Board and a Supervisory Board, ensuring a clear division of responsibilities [391]. - The Managing Board is accountable for the strategic direction and sustainable long-term value creation, overseeing operational tasks through an Executive Committee [393]. - The Supervisory Board supervises the Managing Board's policies and business strategy, focusing on sustainable long-term value creation [406]. - QIAGEN is listed on both the New York Stock Exchange and the Frankfurt Stock Exchange, complying with U.S. and EU regulations [388][389]. - The Supervisory Board consists of at least three members, appointed annually, ensuring diverse expertise and independence [407][411]. - The Audit Committee monitors QIAGEN's accounting, financial reporting processes, and risk management, including cybersecurity risks [414]. - The Compensation & Human Resources Committee oversees human capital management, including talent development and inclusive hiring practices [414]. - The Nomination & Governance Committee defines selection criteria and appointment procedures for board members [414]. - QIAGEN's Supervisory Board members are considered independent under both Dutch Code and NYSE requirements [417]. - The company is committed to corporate governance practices that align with the Dutch Corporate Governance Code and relevant regulations [387]. Diversity and Inclusion - The Supervisory Board consists of 8 non-executive members, with a gender ratio of 37% women and 63% men as of December 31, 2025 [449]. - The Managing Board has 2 executive members, with 100% men representation [449]. - The company aims for at least 40% of Supervisory Board members to be women and at least 30% in the Managing Board in the mid-term [454]. - The number of women in leadership roles has increased to approximately 37% by the end of 2025 [454]. - The company supports a diverse composition in terms of age, nationality, and industry experience, alongside gender diversity [448]. - The Supervisory Board has established ambitious gender balance targets, reflecting a commitment to diversity [448]. Shareholder Information - QIAGEN's major shareholders include Massachusetts Financial Services Company with 25,301,124 shares (11.66% ownership) and BlackRock, Inc. with 20,678,987 shares (9.53% ownership) as of December 31, 2025 [471]. - As of January 31, 2026, QIAGEN's officers and directors collectively owned approximately 1.0 million shares, representing 0.5% of outstanding shares [472]. - 41% of QIAGEN's outstanding common shares were held by approximately 170 registered holders in the U.S. as of December 31, 2025 [473]. - Shareholders holding at least 3% of the issued share capital can propose items for the agenda of the General Meeting [466]. Compliance and Ethics - QIAGEN did not enter into any transactions that could create a conflict of interest in 2025, ensuring compliance with ethical standards [460][467]. - The Supervisory Board is authorized to issue shares and restrict pre-emptive rights, with a maximum of 10% of the aggregate par value of all shares outstanding as of December 31, 2024 [490]. - QIAGEN's Articles of Association require that any amendments must be made available for inspection by shareholders prior to the General Meeting [487]. - The Managing Board is responsible for defining and achieving QIAGEN's aims, strategy, and compliance with relevant legislation [488]. - QIAGEN's governance framework includes mechanisms to uphold compliance with laws and ethical standards, supporting long-term value creation [458]. - The company maintains a robust framework for reporting suspected misconduct through the QIAintegrity Line, reinforcing transparency and accountability [470]. Cybersecurity - The company has not incurred any material expenses or penalties related to cyber security breaches in the past three years [506]. - The Chief Information Security Officer (CISO) oversees the company's cyber security program, supported by a global team of security professionals [507]. - The company maintains a cyber security program that includes testing, training, and third-party reviews to ensure the effectiveness of its cyber security controls [508].

Financial Performance and Capital Raising - As of December 31, 2025, the company has raised aggregate gross offering cash proceeds of $368.6 million through its public offerings[24]. - The company issued 172,523 Class A units in connection with its Follow-on Offering for the year ended December 31, 2025[24]. - The current net asset value (NAV) of the company's Class A units as of December 31, 2025, is $116.17 per unit[25]. - The NAV per Class A unit is calculated quarterly and may fluctuate, with adjustments taking effect the first business day following public announcement[117]. - The determination of NAV may not comply with fair value standards under U.S. GAAP, potentially affecting the perceived value of Class A units[219]. - The ability to achieve investment objectives is reliant on proceeds from public offerings and financing from the Sponsor or its affiliates[110]. - The company may face challenges in raising sufficient proceeds from ongoing offerings, impacting the ability to fund existing projects and find new investments[115]. Investment Strategy and Focus - The company is focused on acquiring and managing commercial and mixed-use real estate within qualified opportunity zones, with at least 90% of its assets consisting of qualified opportunity zone property[26]. - The company's investment strategy includes the development and management of various property types, including multifamily, healthcare, and industrial projects[31]. - The company anticipates investing in a range of properties including multifamily, student housing, senior living, healthcare, and industrial projects located in qualified opportunity zones[115]. - The company intends to maintain its status as a Qualified Opportunity Fund to provide favorable tax treatment for its investors[39]. - The opportunity zone program provides tax incentives for investors to reinvest unrealized capital gains into qualified opportunity funds[34]. Management and Operational Structure - The company is externally managed by Belpointe PREP Manager, LLC, which oversees day-to-day operations and investment strategies[28]. - The company relies on its Manager for day-to-day operations and investment strategy implementation, with no employees of its own[105]. - The company has a management agreement that allows its Manager to execute acquisitions and dispositions consistent with its investment objectives[32]. - The Management Agreement with the Manager was not negotiated on an arm's length basis, potentially resulting in less favorable terms for the company[130]. - The company does not have an exclusive management arrangement with its Manager, allowing the Manager to engage in other activities that may conflict with the company's interests[131]. - Termination of the Management Agreement for unsatisfactory performance is difficult and costly, with the initial term lasting until December 31, 2025, and automatic renewals for three-year terms thereafter[132]. - The Manager is entitled to a termination fee equal to six times the annual management fee earned during the 12-month period prior to termination, which could impose a financial burden on the company[133]. Property Acquisitions and Developments - Aster & Links, a mixed-use luxury development in Sarasota, Florida, was acquired for a total of $25.6 million, including transaction costs[47]. - As of March 8, 2026, Aster & Links was over 67% leased, featuring 424 luxury residential units and approximately 51,000 square feet of retail space[50]. - The refinancing of Aster & Links was completed in September 2025 for approximately $204.1 million, expected to generate annual interest savings of several million dollars[49]. - VIV, located in St. Petersburg, Florida, was acquired for $12.1 million and was approximately 99.2% complete as of December 31, 2025, with over 37% leased by March 8, 2026[58]. - The 1000 First Construction Loan for VIV was established for up to $104.0 million, with $81.3 million drawn down as of December 31, 2025[65]. - The anticipated development at 497-501 Middle Turnpike in Connecticut includes approximately 261 apartment homes and an adjacent single-family home[72]. - The company acquired a 70.2% controlling interest in CMC Storrs SPV, LLC for an initial capital contribution of $3.8 million, later increasing to 100% ownership due to a forfeiture by a joint venture partner[70]. - 900 8th Avenue South was acquired for an aggregate purchase price of $19.7 million, inclusive of transaction costs[75]. - A fixed-rate loan of $10.0 million was secured for 900 8th Avenue South at an interest rate of 9.50% per annum, with maturity extended to July 2026[76]. - 1700 Main Street was acquired for $6.9 million and is anticipated to be redeveloped into approximately 187 apartment units with 6,000 square feet of retail space[81]. - 690/1106 Davidson Street was acquired for $21.0 million and is planned for redevelopment into a mixed-use residential community[84]. - 1400 Davidson Street was acquired for $16.4 million and is also planned for redevelopment into a mixed-use residential community[86]. Risks and Challenges - The company faces competition from various entities, including QOFs, REITs, and private equity funds, which may impact acquisition costs[102]. - The competitive market landscape includes various entities such as REITs and private equity funds, which may have more resources and lower costs of capital[177]. - Increased competition for investment opportunities could lead to higher acquisition prices, potentially resulting in lower returns on investments[178]. - The company may experience delays in deploying capital raised from public offerings due to market constraints and competition[116]. - Investors may not receive distributions comparable to other real estate investment alternatives, increasing investment risk[111]. - The company has limited experience managing a portfolio of assets necessary to maintain its qualification as a publicly traded partnership and qualified opportunity fund, which may hinder its operational capabilities[125]. - Joint ventures may introduce risks such as partner insolvency or conflicting business interests, potentially reducing investment returns[200]. - The company may face significant risks related to joint venture partners, including the possibility of bankruptcy or failure to fund capital contributions, which could impact profitability[166]. - The company is subject to fraud risk, which could lead to increased costs and operational disruptions[179]. - Operational risks may disrupt business and limit growth, particularly due to reliance on the Sponsor's financial and data processing systems[169]. - Uncertainty surrounding U.S. federal legislation and regulation could negatively impact the company's business and financial condition[175]. - The real estate industry is cyclical, and adverse economic conditions, such as interest rate fluctuations and persistent inflation, could negatively impact CMC's financial performance[182]. - Development and redevelopment activities may face risks such as construction cost overruns and permitting delays, potentially affecting financial outcomes[186]. - CMC's revenue depends on tenant stability; lease defaults could significantly reduce net income and distributions[195]. - The company expects to focus on acquiring qualified opportunity zone investments, which may carry risks associated with adverse economic conditions in those areas[199]. - The company is subject to various federal, state, and local environmental laws that may impose significant costs, potentially reducing net income and cash available for distributions[203]. - Environmental liabilities could result in substantial expenditures, fines, or penalties, which may further decrease cash available for distributions[206]. - Compliance with the Americans with Disabilities Act (ADA) may require significant expenditures, impacting net income and cash available for distributions[208]. - Uninsured losses or high insurance premiums could adversely affect cash flows and distributions[209]. - Many investments are illiquid, limiting the company's ability to respond to economic changes, which could negatively impact financial performance[210]. - Declines in market values of investments may adversely affect operations and credit availability, reducing earnings and cash available for distributions[211]. - Credit facility providers may require cash reserves, limiting the company's ability to leverage assets and potentially reducing return on equity[212]. Joint Ventures and Partnerships - The company plans to expand its investment portfolio through joint ventures and partnerships with affiliates, including Belpointe SP, LLC[162]. - The Belpointe SP Group will continue to acquire interests in properties, acting as general partner or co-general partner in joint ventures to acquire stabilized cash flow generating real estate-related assets[163]. - The company plans to establish exclusive programmatic joint ventures with experienced regional developers to co-invest and co-develop projects in specific regions of the United States[163]. - Joint venture investments may be adversely affected by reliance on the financial condition of joint venture partners and potential disputes, which could increase operational risks[166]. Management Fees and Costs - The management fee is set at an annualized rate of 0.75% based on the company's NAV, which is calculated by the Manager[219]. - The company will incur additional costs associated with maintaining its status as a publicly traded partnership, which may exceed current estimates and adversely affect its financial condition[151]. - The company is externally managed and may incur significant costs if it decides to internalize management functions, including potential termination fees equal to six times the annual management fee[150].

IPO and Fundraising - The company completed its initial public offering (IPO) on May 27, 2025, raising gross proceeds of $86.25 million from the sale of 8,625,000 units at a price of $10.00 per unit[25]. - Following the IPO, a total of $88,706,755 was placed in a trust account for the benefit of the company's public shareholders[27]. - The initial public offering (IPO) generated gross proceeds of $75,000,000 from the sale of 7,500,000 units at a price of $10.00 per unit[183]. - A private placement of 298,750 units was also completed, generating additional gross proceeds of $2,987,500[207]. - The company plans to use net proceeds from the IPO and private placement for its initial business combination and related expenses, including a 3.5% underwriting commission of $3,018,750[209]. Business Combination - The company entered into a Business Combination Agreement on September 9, 2025, with Greenland Exploration Limited and March GL Company, subject to shareholder and regulatory approvals[20]. - The fair market value of the target businesses in the Business Combination was determined to satisfy the 80% test required by Nasdaq[54]. - The company anticipates structuring the initial business combination to acquire 100% of the equity interests of Greenland Exploration Limited and March GL Company[57]. - The combined company is expected to benefit from enhanced access to capital markets and improved strategic flexibility post-business combination[41]. - The Business Combination is expected to be financed through funds held in a trust account, along with any additional equity or debt financing that may be obtained[83]. - The company is required to acquire a target business or businesses having an aggregate fair market value equal to at least 80% of the assets held in the trust account at the time of entering into a definitive agreement[88]. - The business combination proposal was approved by approximately 92.53% of the votes cast at the extraordinary general meeting held on March 19, 2026[193]. - The merger consideration is valued at US$215,000,000, based on a per share value of US$10.00, with existing Greenland shareholders receiving 1,500,000 shares and March GL shareholders receiving 20,000,000 shares of Holdco common stock[196]. Financial Performance and Position - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans to fund operations[29]. - For the year ended January 31, 2026, the company reported a net income of $1,249,047, driven by interest income of $2,349,253, offset by general and administrative expenses of $1,100,206[205]. - As of January 31, 2026, the company had cash of $77 and a working capital deficit of $418,045[212]. - The company incurred $165,806 in administrative service fees for the year ended January 31, 2026, with $65,806 unpaid and included in accrued expenses[216]. - The company has no off-balance sheet arrangements as of January 31, 2026, and does not participate in transactions with unconsolidated entities[214]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their shares for cash, with the redemption price based on the amount in the trust account divided by the number of outstanding public shares[114]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 prior to the business combination[130]. - If redemption requests exceed available cash, the business combination will not be completed, and all submitted redemption requests will be voided[131]. - Shareholders are restricted from seeking redemption rights for more than 15% of public shares to discourage leverage attempts[132]. - The actual redemption price will depend on the amount remaining in the trust account at the time of redemption, including interest earned[116]. - Shareholders will only receive funds from the trust account upon the completion of the business combination or the redemption of shares if the combination is not completed[163]. Management and Operations - The management team has extensive experience in mergers and acquisitions, which is expected to drive value creation in the business combination[43]. - The company has no full-time employees and currently relies on two executive officers and a board of directors to manage operations until the initial business combination is completed[169]. - The company has adopted an insider trading policy requiring compliance with blackout restrictions and pre-clearance for trades in company securities[104]. - Any purchases of shares by insiders would be conducted in compliance with applicable securities laws and would not be made while in possession of material non-public information[104]. Risks and Uncertainties - The combined company is expected to operate in a competitive industry and may face intense competition from existing and future competitors[61]. - The company may seek to raise additional capital through private placements of equity or debt securities in connection with the consummation of the pending Business Combination[85]. - There can be no assurance that the pending Business Combination will be consummated[85]. - The company expects to incur significant costs in pursuing its acquisition plans, with no assurance of successful capital raising or business combination completion[213]. - Any claims by creditors could reduce the amount of funds in the trust account, impacting the redemption price for shareholders[157]. - The company will seek waivers from vendors and service providers regarding claims to the trust account to protect shareholder interests[161]. Compliance and Governance - The company is classified as an "emerging growth company" and a "smaller reporting company," which allows for certain reduced disclosure obligations[77][78]. - The company intends to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote[126]. - Amendments to the company's memorandum and articles of association require approval from at least two-thirds of ordinary shares voted at a general meeting[165]. - The company has entered into a support agreement with its sponsor to vote in favor of the merger transaction[201].

IPO and Fundraising - The company completed its initial public offering (IPO) on May 27, 2025, raising gross proceeds of $86.25 million from the sale of 8,625,000 units at a price of $10.00 per unit[25]. - Following the IPO, a total of $88,706,755 was placed in a trust account for the benefit of the company's public shareholders[27]. - The initial public offering generated gross proceeds of $75,000,000 from the sale of 7,500,000 units at a price of $10.00 per unit[183]. - The private placement generated gross proceeds of $2,762,500 from the sale of 276,250 private units at a price of $10.00 per unit[183]. - The private placement of 298,750 units at $10.00 per unit generated total gross proceeds of $2,987,500[207]. Business Combination - The company entered into a Business Combination Agreement on September 9, 2025, with Greenland Exploration Limited and March GL Company, subject to customary closing conditions[20]. - The company anticipates structuring the initial business combination to own or acquire 100% of the equity interests of Greenland Exploration Limited and March GL Company[57]. - As of January 31, 2026, the company had entered into a definitive Business Combination Agreement with Pelican Holdco, Inc., Greenland Exploration Limited, and March GL Company[66]. - The Business Combination is expected to be financed through funds held in a trust account, with additional equity or debt financing potentially sought[83]. - The company is required to acquire target businesses with an aggregate fair market value equal to at least 80% of the assets held in the trust account[88]. - The Board of Directors determined that the fair market value of the target businesses satisfied the 80% requirement without needing a fairness opinion[90]. - The business combination proposal was approved by approximately 92.53% of the votes cast at the extraordinary general meeting of shareholders[193]. - The merger consideration is valued at US$215,000,000, based on a per share value of US$10.00[196]. Financial Performance and Position - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans to fund operations[29]. - The company had a net income of $1,249,047 for the year ended January 31, 2026, consisting of interest income of $2,349,253, offset by general and administrative expenses of $1,100,206[205]. - As of January 31, 2026, the company had cash of $77 and a working capital deficit of $418,045[212]. - The company incurred $165,806 in administrative service fees for the year ended January 31, 2026, with $65,806 unpaid and included in accrued expenses[216]. - The company expects to incur significant costs in pursuing its acquisition plans and has determined that it lacks the financial resources to sustain operations for a reasonable period[213]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their shares for cash, with the redemption price based on the aggregate amount in the trust account divided by the number of outstanding public shares[114]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 prior to the Business Combination[130]. - If redemption requests exceed available cash, the Business Combination will not be completed, and all submitted redemption requests will be voided[131]. - Shareholders are restricted from seeking redemption rights for more than 15% of public shares to discourage leverage attempts[132]. - The redemption process will comply with applicable securities laws and Nasdaq rules, with specific delivery requirements for exercising redemption rights[122]. - Shareholders will only receive funds from the trust account upon the completion of the initial business combination or the redemption of public shares if the business combination is not completed[163]. Management and Operations - The management team is focused on identifying acquisition opportunities that can create long-term shareholder value through operational improvements and strategic growth initiatives[45]. - The management team has broad discretion in applying the proceeds from the IPO and private placement, primarily towards consummating the business combination and working capital[28]. - The management team leveraged operational and industry experience to identify potential target businesses for the Business Combination[67]. - The company has no full-time employees and currently has two executive officers and a board of directors[169]. - The company has adopted an insider trading policy to ensure compliance with applicable laws during any share purchases[104]. Risks and Uncertainties - The combined company will primarily operate in the industry of the target businesses, which may expose it to industry-specific risks[96]. - The company may face intense competition from existing and future competitors following the Business Combination[61]. - There is no assurance that the pending Business Combination will be consummated, and unforeseen developments may arise post-transaction[94]. - The company is classified as an "emerging growth company" and a "smaller reporting company," which allows for reduced disclosure obligations[77][78]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not receive any pro rata portion of the trust account[144]. Timeline and Compliance - The company has 15 months from the closing of its initial public offering to complete its initial business combination, with the possibility of extending this period to 18 or 21 months if necessary[146]. - The merger agreement may be terminated if the closing of the business combination has not occurred on or before June 30, 2026[198]. - The company intends to comply with Regulation 14A in connection with any shareholder vote regarding the Business Combination[126]. - The company’s amended and restated memorandum and articles of association require approval from at least two-thirds of ordinary shares for any amendments related to shareholder rights[165].

Market Overview - The global satellite market is projected to grow from approximately $280 billion in 2022 to over $600 billion by 2032, representing an 8% CAGR[33]. - The global space economy is projected to reach $1.8 trillion by 2035, driven by national security and commercial demand[59]. - The defense and space market is projected to reach $9 billion in value by 2030, with the U.S. Space Force focusing on dynamic space operations and satellite defense capabilities[60]. Company Performance and Growth - York Space Systems has a backlog of approximately $543 million and 107 spacecraft as of December 31, 2025[33]. - The company has flown 74 missions and created 17 products with flight heritage, logging over four million on-orbit hours[31]. - The company has demonstrated a production cadence by delivering the Tranche 0 satellite constellation ahead of competitors in 2022 and completing multiple missions within tight timelines[81]. - The workforce has increased by 350% since 2021, with over 50% of employees being engineers focused on product development and manufacturing[89]. - The company has experienced net losses of $84.5 million and $98.9 million for the years ended December 31, 2025 and December 31, 2024, respectively[201]. - The company anticipates continuing to incur net losses for the next several years and may not achieve or maintain profitability in the future[201]. Production and Technology - York's production capabilities have quadrupled, enabling the manufacture and testing of over 1,000 satellites annually following the opening of a new 60,000 square foot facility in August 2023[40]. - York's spacecraft platforms share approximately 75% of the same hardware and 95% of the software, leading to significant cost reductions and enhanced product quality[37]. - The modular satellite architecture allows for scalability and rapid production, enabling the company to meet diverse mission requirements efficiently[74][78]. - The company’s disciplined manufacturing playbook aims to drive predictable quality and lower costs per satellite, enhancing its competitive position in the market[65][76]. - The company is strategically transitioning from a supplier of physical satellites to a software-driven solutions provider, capturing higher-margin opportunities in the defense sector[86][87]. Financial Risks and Challenges - The company has identified material weaknesses in its internal control over financial reporting, which could adversely affect the accuracy and timeliness of its financial disclosures[129]. - The company derives a significant portion of its revenue from U.S. government contracts, which are subject to specific business risks, including unilateral contract terminations and audits[115]. - The current U.S. presidential administration's commitment to decreasing federal spending could materially affect the company's revenues from the SDA[126]. - The company faces risks related to government contracts, including potential terminations and changes in funding levels, which could adversely affect future revenues[126]. - The company may require additional financing for liquidity, capital requirements, or growth initiatives, and there is no assurance that such financing will be available on favorable terms[200]. Competitive Landscape - The global space and satellite market is highly competitive, with many competitors having greater financial resources, which could impact the company's ability to compete effectively[137]. - The company is well-positioned to capture a significant portion of the addressable market in the Intelligence Community, being one of the few proven spacecraft primes with on-orbit DoD success[91]. - The company faces increasing technological complexity and must manage growth effectively, including hiring and training qualified personnel to support expansion[138]. Regulatory and Compliance Issues - Compliance with government contracting regulations is critical, as failure to meet requirements could lead to financial liabilities and loss of business opportunities[166]. - The company is subject to significant risks associated with acquisitions, which may be dilutive to existing shareholders and could impair financial performance due to integration challenges[163]. - The company is classified as a TID U.S. Business, which subjects it to additional scrutiny and restrictions on foreign investments that could limit strategic transactions[209]. Operational Risks - The company’s manufacturing operations are subject to various risks, including natural disasters and health crises, which could disrupt production and adversely affect financial results[193]. - The company relies on a limited number of vendors for key products and services, which poses risks if these vendors fail to meet performance or technological requirements[151]. - Current supply chain challenges include a global semiconductor shortage, impacting timely delivery of components and potentially leading to increased costs and delays in product manufacturing[153]. Strategic Initiatives - The company is expanding into higher-margin, recurring services such as operations-as-a-service and software licensing, supported by recent acquisitions to enhance its technology capabilities[85][86]. - Recent acquisitions, including Emergent, ATLAS, and Orbion, are aimed at enhancing technical capabilities and integrating space-to-ground connectivity, aligning with DoD demands[96]. - The company plans to expand its product range through a mix of organic and inorganic growth, targeting high-margin services and leveraging standardized architectures to reduce costs[98]. Cybersecurity and IT Risks - Cybersecurity incidents, including breaches and data loss, could result in operational disruptions and damage to the company's reputation[225]. - The company maintains insurance policies for cyberattacks, but there is uncertainty regarding the adequacy of coverage for potential liabilities[226]. - The company relies on both internal and third-party information technology systems, and failures in these systems could adversely impact business operations[222].

Financial Performance - Odysight.ai successfully uplisted to NASDAQ in February 2025, raising $23.7 million, resulting in a cash balance of approximately $26 million[4] - The company secured over $14 million in signed contracts with strategic customers, indicating strong demand for its solutions[4] - Odysight.ai's backlog as of December 31, 2025, reflects booked orders based on purchase orders or hard commitments not yet recognized as revenue[22] Technology and Innovation - Odysight.ai's technology is now embedded in multiple UAV platforms, with a contract exceeding $10 million from a top 25 global defense company[7] - The company has received repeat orders from NASA for its systems to be installed on new space vehicles, validating its technology[11] - The global shift towards predictive maintenance and AI-driven analytics aligns with Odysight.ai's core competencies, creating significant market opportunities[4] - The company plans to continue investing in R&D and partnerships to drive innovation and expand its market presence[12] Market Expansion - Odysight.ai is expanding into specialized trucks and armored personnel carriers, driven by regulatory mandates for predictive maintenance in industrial markets[8] - Odysight.ai has established a subsidiary in the European Union and deployed teams in key growth markets, enhancing local presence and customer engagement[9] - Odysight.ai's solutions are operational across various sectors, including aerospace, industrial, and transportation, demonstrating versatility and scalability[11]

Market Growth and Opportunities - The global predictive maintenance market is projected to grow from approximately $14 billion in 2025 to approximately $82 billion by 2031, at a compound annual growth rate of approximately 34%[46]. - The aerospace total addressable market (TAM) for the company's vision-based sensor technology is estimated to be over $10 billion, based on third-party data and market penetration estimates[46]. - Predictive maintenance is estimated to reduce maintenance costs by an average of 25%, leading to significant savings in inventory management and personnel costs[38]. - The company is actively identifying new market opportunities through systematic analysis of industrial fields to enhance its product offerings[67]. - The company plans to expand its sales and marketing efforts to attract new customers in the aerospace vertical, leveraging existing relationships and expertise[55]. Technology and Innovation - The company's vision-based sensor technology has been deployed in sectors including industrial, automotive, and aviation, with notable clients such as NASA and the Israeli Air Force[28]. - The company intends to invest substantially in research and development to enhance its applied machine learning and AI technologies, supporting the development of next-generation products[57]. - The company incorporates AI and ML into its products, which may present compliance and reputational risks[116]. - The company’s AI-driven technology has improved operational safety and reduced downtime, transitioning from proof-of-concept trials to initial commercial rollouts in the industrial sector[65]. - The company holds a patent portfolio that includes 19 issued patents and 63 pending applications, with a focus on predictive maintenance and imaging technology[78]. Financial Performance and Risks - The company anticipates continuing to incur significant losses for the foreseeable future and expects to need additional capital to become profitable[116]. - The company has incurred an accumulated deficit of approximately $63 million as of December 31, 2025, with net losses of $17 million and $11.8 million for the years ended December 31, 2025 and 2024, respectively[121]. - Approximately 98% of the company's revenues in 2024 and 2025 came from three customers, indicating a high dependency on a limited customer base[127]. - The company acknowledges potential risks of revenue decline if order volumes do not meet expectations, which may necessitate cost-cutting measures[65]. - The company expects to need to raise additional capital to support its operations and product development, which may not be available on acceptable terms[125]. Operational Challenges - The company faces challenges in selling to government entities and highly regulated organizations, which can involve lengthy and complex sales processes[136]. - The company may not be able to effectively manage strategic partnerships, which could impact its business plan execution and financial results[160]. - The company has a backlog of orders that may not result in revenue or profit, as backlog can be canceled or rescheduled by customers[128]. - The company relies on third-party suppliers for most components, which could harm its ability to meet product demand if supply disruptions occur[156]. - The company has no experience in high-volume manufacturing, which poses risks in developing efficient and cost-effective manufacturing processes as operations expand[149]. Compliance and Regulatory Risks - The company must comply with numerous laws and regulations across various countries, and failure to do so could result in enforcement actions that harm business operations[190]. - Compliance with anti-bribery, anti-corruption, and anti-money laundering laws is critical, as violations could lead to significant penalties and damage to reputation[197]. - The company is subject to numerous restrictions under the Innovation Law, including the requirement that products developed with IIA-funded know-how be manufactured in Israel[97]. - The transfer of IIA-funded know-how outside of Israel requires prior approval and may incur a redemption fee, which could impair the company's ability to sell or license its technology[98]. - The evolving data protection landscape poses risks, with potential high compliance costs and liabilities for non-compliance affecting business prospects[200]. Intellectual Property Risks - The company holds an aggregate of 18 patents and 63 pending patent applications filed or registered in various jurisdictions worldwide[219]. - The effectiveness of future patents or intellectual property rights may not be sufficient to prevent competition from other companies[219]. - The outcome of litigation related to intellectual property is unpredictable and could adversely affect the company's financial condition[215]. - Legal proceedings to enforce intellectual property rights may be expensive, time-consuming, and may not yield favorable outcomes[214]. - The company may face inventorship disputes that could result in loss of valuable intellectual property rights[217]. Human Resources and Organizational Structure - The company has 52 employees, with most located in Israel and some in the U.S.[104]. - The company has no employees represented by labor unions and believes it maintains good relations with its employees[105]. - The company anticipates continued hiring of highly trained personnel to support business growth, as a shortage in skilled workers could impede revenue growth and compliance with regulations[171]. - The company employs experienced sales managers and consultants to target potential customers by analyzing global trends and geographical territories[62]. - The company has undergone several organizational changes, including a name change to Odysight.ai Inc. and the formation of new subsidiaries[111][112].