Financial Performance - Diluted earnings per share for Q1 2025 was $1.30, a 67% increase year-over-year from $0.78 in Q1 2024[2][4] - Net income available to common shareholders was $183.7 million, compared to $114.8 million in Q1 2024, reflecting strong financial performance[4][5] - Net income attributable to Synovus Financial Corp. rose by 57% to $195,014 in Q1 2025, up from $124,507 in Q1 2024[10] - Adjusted net income for Q1 2025 was $195,561,000, up from $188,860,000 in Q4 2024 and $125,221,000 in Q1 2024, representing a year-over-year increase of 56.0%[27] Revenue and Income - Pre-provision net revenue was $262.8 million, up 22% from $216.3 million in Q1 2024, driven by increased net interest income[4][7] - Non-interest revenue was $116.5 million, down 2% from Q1 2024, primarily due to lower capital markets income[7] - Adjusted revenue for Q1 2025 was $573,243,000, compared to $581,054,000 in Q4 2024 and $536,745,000 in Q1 2024, reflecting a year-over-year increase of 6.8%[26] - Total revenue for Q1 2025 was $570,850,000, compared to $580,580,000 in Q4 2024 and $537,734,000 in Q1 2024, showing a year-over-year increase of 6.1%[26] Net Interest Income - Net interest income increased by $35.5 million, or 8%, year-over-year, with a net interest margin of 3.35%[4][5] - Net interest income for Q1 2025 was $454,384, an increase of 8% year-over-year from $418,846 in Q1 2024[10] - Net interest income for Q1 2025 was $454,384,000, slightly down from $454,993,000 in Q4 2024 but up from $418,846,000 in Q1 2024, indicating a year-over-year growth of 8.5%[26] Credit Quality - Provision for credit losses decreased by 80% year-over-year to $10.9 million, indicating improved credit quality[7] - Provision for credit losses significantly decreased by 80% to $10,921 in Q1 2025 from $53,980 in Q1 2024[10] - Non-performing loans (NPLs) decreased by 18% year-over-year to $286,629 from $350,450[21] - The allowance for loan losses (ALL) was $478,207, a 3% decrease from $492,661 year-over-year[21] Expenses and Efficiency - Total non-interest expense decreased by 5% to $308,034 in Q1 2025 from $322,741 in Q1 2024[10] - The efficiency ratio improved to 53.81%, down from 59.87% in Q1 2024, demonstrating better expense management[5][7] - Total non-interest expense for Q1 2025 was $308,034, down from $322,741 in Q1 2024, indicating improved cost management[25] Assets and Liabilities - Total assets increased to $60.34 billion as of March 31, 2025, compared to $60.23 billion at the end of 2024, reflecting a growth of 0.18%[16] - Total loans at the end of Q1 2025 were $42.65 billion, a decrease of 2% from $43.31 billion in Q1 2024[5][8] - Total deposits were $50.84 billion, reflecting a slight increase of 1% year-over-year[5][9] - Interest-bearing liabilities totaled $41.04 billion, with a net interest margin of 3.35% for the first quarter of 2025[17] Capital Ratios - The Common Equity Tier 1 ratio was 10.75%, indicating a strong capital position[7] - The common equity tier 1 capital ratio stood at 10.75%, slightly down from 10.84% in the previous quarter[22] - The total risk-based capital ratio was 13.65%, down from 13.81% in the previous quarter[22] Returns - Return on average assets improved to 1.32% in Q1 2025, up from 0.85% in Q1 2024[15] - Return on average common equity increased to 15.48% in Q1 2025, compared to 10.17% in Q1 2024[15] - Adjusted return on average common equity (annualized) for Q1 2025 was 15.54%, compared to 14.71% in Q4 2024 and 10.27% in Q1 2024[28] Branch and Asset Information - Synovus operates 244 branches across five states as of March 31, 2025[12] - The company has approximately $60 billion in assets as of the latest reporting date[12]

Financial Performance - Banner Corporation reported net income of $45.1 million, or $1.30 per diluted share, for Q1 2025, compared to $46.4 million, or $1.34 per diluted share, in the previous quarter and $37.6 million, or $1.09 per diluted share, in Q1 2024[2]. - Net interest income for Q1 2025 was $141.1 million, an increase from $140.5 million in the previous quarter and $133.0 million in Q1 2024, reflecting higher yields on interest-earning assets and lower funding costs[7]. - Non-interest income was $19.1 million in Q1 2025, down from $20.0 million in the previous quarter but up from $11.6 million in Q1 2024[12]. - Total revenue for Q1 2025 was $160,191,000, compared to $160,571,000 in Q4 2024 and $144,550,000 in Q1 2024[39]. - Net income for Q1 2025 was $45,135,000, compared to $46,391,000 in Q4 2024 and $37,559,000 in Q1 2024[39]. - Return on average assets was 1.15% for Q1 2025, consistent with the previous quarter and up from 0.97% in Q1 2024[11]. - Return on average equity for Q1 2025 was 10.17%, down from 10.35% in Q4 2024 but up from 9.14% in Q1 2024[39]. Deposits and Loans - Total deposits increased to $13.59 billion at March 31, 2025, up 3% from $13.16 billion at March 31, 2024[11]. - Core deposits represented 89% of total deposits at March 31, 2025, indicating a strong core funding position[4]. - Total deposits increased to $13.593 billion in Q1 2025, up 1% from $13.514 billion in Q4 2024 and 3% from $13.158 billion in Q1 2024[28]. - Total loans receivable increased to $11,438,796 thousand, a 1% increase from the prior quarter and a 5% increase year-over-year[30]. - Loans held for sale decreased to $24.5 million at March 31, 2025, from $32.0 million at December 31, 2024, and increased from $9.4 million a year ago[17]. - Commercial business loans decreased by 3% from the prior quarter, totaling $1,283,754 thousand, but increased by 2% year-over-year[30]. Credit Quality - The provision for credit losses was $3.1 million in Q1 2025, compared to $3.0 million in the previous quarter and $520,000 in Q1 2024, reflecting loan growth in the construction portfolio[10]. - The allowance for credit losses on loans was $157.3 million, or 1.38% of total loans receivable, as of March 31, 2025[11]. - Non-performing loans increased to $39.0 million at March 31, 2025, from $37.0 million at December 31, 2024, and $29.5 million a year ago[22]. - Total non-performing assets rose to $42,727 thousand, with a non-performing assets to total assets ratio of 0.26%[34]. - The total delinquent loans as a percentage of total loans receivable increased to 0.63% from 0.49% in the prior quarter[30]. Capital and Ratios - Total common shareholders' equity increased to $1.83 billion, or 11.34% of total assets, at March 31, 2025, compared to $1.77 billion, or 10.95% of total assets, at December 31, 2024[20]. - Banner's estimated common equity Tier 1 capital ratio was 12.60% at March 31, 2025, indicating strong capital levels[21]. - The consolidated Tier 1 leverage capital ratio improved to 11.22% in Q1 2025 from 11.05% in Q4 2024, indicating a stronger capital position[28]. - Total capital to risk-weighted assets ratio for Banner Corporation was 15.23%, significantly above the minimum requirement for "Well Capitalized" status[36]. - Common equity tier 1 capital to risk-weighted assets ratio for Banner Corporation was 12.60%, well above the 4.50% minimum requirement[36]. Operational Highlights - The company plans to host a conference call on April 17, 2025, to discuss its first quarter results[23]. - Banner Corporation operates a commercial bank with total assets of $16.17 billion, providing a full range of financial services[24]. - Forward-looking statements indicate potential risks including economic conditions, interest rate changes, and regulatory impacts[25]. - The efficiency ratio (GAAP) improved to 63.21% in Q1 2025 from 67.55% in Q1 2024[40]. - Tangible common shareholders' equity increased to $1,457,730 thousand in Q1 2025 from $1,398,147 thousand in Q4 2024 and $1,286,426 thousand in Q1 2024[41].

Financial Performance - NOG paid approximately $42 million in dividends during Q1 2025, with a declared dividend of $0.45 per share, representing a 7% increase over the prior quarterly dividend[8]. - Total shareholder returns, including stock repurchases and dividends, amounted to approximately $57.0 million year-to-date[8]. - Preliminary financial information for Q1 2025 is subject to completion of financial closing procedures and may differ from actual results[10]. Hedging and Derivatives - Unrealized mark-to-market gains on derivatives for Q1 2025 were estimated at $9.0 – $10.0 million, while realized hedge gains were estimated at $11.0 - $12.0 million[2]. - The company has hedged an average of over 50,600 Bbl per day of oil at a swap price averaging over $73.70 and over 197,200 MMBtu per day of natural gas at a swap price averaging over $4.05 for the remainder of 2025[3]. - For Q2 2025, NOG has crude oil swaps totaling 2,877,658 Bbl at an average price of $74.41 and natural gas swaps totaling 8,111,664 MMBtu at an average price of $3.96[4][5]. - The company has significant hedges in place for 2026, including over 25,500 Bbl per day of oil and 155,700 MMBtu per day of natural gas hedged for Q1 2026[3]. - The company has entered into various financial derivative instruments to lock in future commodity prices, enhancing its capital program protection[3]. Share Repurchase - The company repurchased 499,100 shares at an average price of $30.07 during Q1 2025, totaling a year-to-date repurchase value of $15.0 million[8]. Strategic Focus - NOG's strategy focuses on acquiring and investing in non-operated minority working and mineral interests in premier hydrocarbon producing basins within the contiguous United States[9].

Occupancy and Performance Metrics - Ashford Hospitality Trust, Inc. announced preliminary estimated occupancy for Q1 2025[5] - The average daily rate (ADR) for Q1 2025 was reported, indicating performance trends[5] - Revenue per available room (RevPAR) results for Q1 2025 were disclosed, reflecting operational efficiency[5]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ...

Financial Performance - Total rental income for Q1 2025 was $248.8 million, an increase from $239.7 million in Q4 2024, representing a growth of 4.5%[12] - Net income for Q1 2025 reached $74.0 million, compared to $64.9 million in Q4 2024, marking a growth of 14.5%[12] - Net Operating Income (NOI) for Q1 2025 was $193.6 million, up from $183.7 million in Q4 2024, reflecting a growth of 5.0%[12] - Core FFO for Q1 2025 was $141.0 million, an increase of 9.7% from $128.6 million in Q4 2024[12] - Total revenues for Q1 2025 reached $252,287,000, a 17.8% increase from $214,096,000 in Q1 2024[29] - Rental income increased to $248,821,000 in Q1 2025, up 17.9% from $210,990,000 in Q1 2024[29] - Net income attributable to common stockholders was $68,346,000, representing a 16.6% increase compared to $58,639,000 in Q1 2024[29] - Funds From Operations (FFO) for Q1 2025 was $147,631,000, a 13.1% increase from $130,555,000 in Q1 2024[35] - Core FFO for Q1 2025 was $149,558,000, up 13.6% from $131,662,000 in Q1 2024[35] - Net income per common share (basic and diluted) for Q1 2025 was $0.30, compared to $0.27 in Q1 2024[29] Occupancy and Leasing - Total portfolio occupancy decreased to 89.6% in Q1 2025 from 91.3% in Q4 2024[12] - Same Property Portfolio NOI growth was 0.7% in Q1 2025, while Same Property Cash NOI growth was 5.0%[12] - The quarterly weighted average occupancy rate decreased to 95.9% in Q1 2025 from 96.9% in Q1 2024, a decline of 100 basis points[52] - The consolidated portfolio's ending occupancy rate was 89.6% as of March 31, 2025[77] - Total leasing activity for Q1 2025 reached 2,394,349 square feet, with new leases accounting for 882,403 square feet and renewal leases for 1,511,946 square feet[73] - The retention rate for leases was 68%, and the retention plus backfill rate was 82%[73][74] - The total leased percentage of the portfolio stands at 90.3%, excluding properties under repositioning or redevelopment[86] Debt and Equity - The company reported a net debt to total combined market capitalization ratio of 22.8% in Q1 2025, down from 26.5% in Q4 2024[12] - Total equity market capitalization increased to $9.74 billion in Q1 2025 from $9.23 billion in Q4 2024[12] - Net debt decreased to $2,874,804,000 from $3,323,651,000, a reduction of 13.5%[57] - The company reported a net debt to Adjusted EBITDAre ratio of 3.9x, down from 4.6x in the previous quarter[57] - Total consolidated debt amounts to $3,379,383, with a leverage ratio of 20.7%, significantly below the maximum allowable of 60%[1][120] - The company has a $1.0 billion revolving credit facility with a maturity date of May 26, 2026, and an effective interest rate of 5.235%[63] Guidance and Projections - Net income attributable to common stockholders per diluted share for Q1 2025 was $0.30, with guidance for 2025 set at $1.31 - $1.35[19] - Core FFO per diluted share guidance for 2025 is maintained at $2.37 - $2.41, reflecting a 1% to 3% annual growth[23] - Same Property Portfolio NOI growth (GAAP) guidance for FY 2025 is set at 0.75% - 1.25%, with YTD results showing a growth of 0.7%[19] - Cash Same Property Portfolio NOI growth for FY 2025 guidance is 2.25% - 2.75%, with YTD results at 5.0%[19] - Average Same Property Portfolio occupancy for the full year is guided at 95.5% - 96.0%, with YTD results at 95.9%[19] Expenses and Costs - Total operating expenses increased to $161,869,000 in Q1 2025, up from $133,740,000 in Q1 2024, reflecting a 21.0% rise[29] - Depreciation and amortization expenses rose to $86,740,000 in Q1 2025, compared to $66,278,000 in Q1 2024, marking a 30.9% increase[30] - Net General and Administrative Expenses guidance for 2025 is approximately $82.0 million, with YTD expenses reported at $19.9 million[19] - Net Interest Expense guidance for 2025 is approximately $109.5 million, with YTD expenses reported at $27.3 million[19] Capital Expenditures and Investments - Nonrecurring capital expenditures amounted to $43,361,000, primarily for repositioning and redevelopment projects[88] - The estimated remaining cost to complete repositioning/redevelopment projects is $163,536[1] - The company has identified potential future repositioning and redevelopment projects totaling approximately 2,000,000 RSF across various locations[95] Property and Portfolio Details - The company reported a total of 50,952,137 RSF (Rentable Square Feet) in its portfolio as of March 31, 2025, an increase from 49,162,216 RSF a year ago[141] - The average in-place annual base rent (ABR) per square foot across the portfolio was $16.97[77] - The top 20 tenants occupy a total of 8,604,329 square feet, contributing $160,394,000 in annual base rent (ABR), which represents 20.4% of the total ABR[82] - The largest tenant, Tireco, Inc., leases 1,101,840 square feet with an ABR of $19,251,000, accounting for 2.5% of the total ABR[82]

Financial Performance - Revenue for Q1 2025 was $134.5 million, a decrease of 3.8% from $139.8 million in Q4 2024[3] - Net income attributable to common stockholders was $39.8 million, down 13.2% from $45.8 million in the previous quarter[3] - Diluted earnings per share (EPS) decreased to $0.77, a decline of 12.7% from $0.89 in Q4 2024[3] - Total revenue for Q1 2025 was $134.467 million, a decrease of 3.8% from Q4 2024 but an increase of 9.6% year-over-year[20] - Net income attributable to common stockholders for Q1 2025 was $39.778 million, down 13.2% from Q4 2024 but up 17.0% from Q1 2024[20] - Diluted earnings per share (EPS) for Q1 2025 was $0.77, a decrease of 13.5% from $0.89 in Q4 2024, and an increase of 13.2% from $0.68 in Q1 2024[27] - Adjusted operating income for Q1 2025 was $46,446,000, down 6.4% from $49,708,000 in Q4 2024, and up 6.4% from $43,692,000 in Q1 2024[30] - Operating margin for Q1 2025 was 33.6%, down from 35.3% in Q4 2024, representing a decline of 170 basis points[7] - Operating margin as adjusted for Q1 2025 was 34.7%, compared to 35.5% in Q4 2024 and 35.5% in Q1 2024[30] Assets Under Management (AUM) - Total assets under management (AUM) reached $87.6 billion, reflecting a 2.1% increase from $85.8 billion at the end of 2024[11] - Assets under management at the end of Q1 2025 increased to $87.579 billion, reflecting a 2.1% increase from Q4 2024 and a 7.8% increase year-over-year[22] - Average AUM decreased by 3.0% to $86,778 million compared to the previous quarter, but increased by 8.2% year-over-year[25] - Assets under management (AUM) for institutional accounts increased to $33,886 million, reflecting a 1.0% increase from December 31, 2024, and a 4.5% increase from March 31, 2024[23] - U.S. Real Estate AUM rose to $43,591 million, a 1.5% increase from December 31, 2024, and a 13.3% increase from March 31, 2024[24] - Global Listed Infrastructure AUM increased to $9,710 million, marking a 10.4% increase from December 31, 2024, and a 15.7% increase from March 31, 2024[25] Inflows and Outflows - Net inflows amounted to $222 million, contributing to the increase in AUM[11] - The company experienced net inflows of $222 million in Q1 2025, compared to net inflows of $860 million in Q4 2024[22] - Total net inflows for the company were $222 million, compared to net outflows of $1,970 million in the same period last year[25] - The company reported net outflows of $366 million in institutional accounts, a decrease from $2,543 million in the same period last year[23] Expenses - Employee compensation and benefits decreased by 3.5% to $54.6 million compared to $56.5 million in the previous quarter[6] - General and administrative expenses increased by 8.8% to $17.2 million, primarily due to non-recurring expenses[6] - Employee compensation and benefits expenses were $54.554 million in Q1 2025, a decrease of 3.4% from Q4 2024[20] Tax and Non-Operating Income - Effective income tax rate for Q1 2025 was 19.5%, down from 21.7% in Q4 2024[10] - The company reported a total non-operating income of $7.752 million for Q1 2025, a 21.7% increase from Q4 2024 and a 53.9% increase year-over-year[20] - Non-operating income for Q1 2025 was $7,752,000, an increase of 21.7% from $6,368,000 in Q4 2024, and an increase of 54.0% from $5,037,000 in Q1 2024[32] Currency and Adjustments - The company reported a foreign currency exchange gain of $969,000 in Q1 2025, compared to a loss of $(2,824,000) in Q4 2024 and a loss of $(456,000) in Q1 2024[32] - Total tax adjustments for Q1 2025 amounted to $(3,329,000), compared to $(994,000) in Q4 2024 and $(910,000) in Q1 2024[29] Future Outlook - The company anticipates continued growth in assets under management driven by market appreciation and strategic inflows[18]

IPO and Initial Business Combination - The Company completed its Initial Public Offering (IPO) on May 12, 2022, raising gross proceeds of $225 million from the sale of 22,500,000 units at $10.00 per unit[21]. - Following the IPO, the underwriter exercised their over-allotment option, resulting in an additional issuance of 3,375,000 units for $33.75 million[21]. - At the 2023 Extraordinary General Meeting, shareholders approved a proposal to extend the deadline for completing the Initial Business Combination to August 12, 2024, with 16,085,554 Class A ordinary shares redeemed for approximately $172.77 million[23]. - The 2024 Extraordinary General Meeting approved an extension to May 12, 2025, with 8,314,066 Class A ordinary shares redeemed for approximately $95.45 million[24]. - The Company is currently seeking an alternative business combination after Bigtincan Holdings Limited terminated the scheme implementation deed on December 5, 2024[27]. - The Company intends to focus on high-quality businesses in sectors such as artificial intelligence, healthcare, and fintech, particularly in India[28]. - The management team aims to leverage their extensive network and industry expertise to identify and evaluate potential acquisition targets[29]. - The Company plans to target businesses with an enterprise value exceeding $1 billion, emphasizing appropriate valuations and growth potential[35]. - The Sponsor has committed to contribute up to $1.2 million to the Trust Account to facilitate the extension of the Initial Business Combination deadline[23]. - The company may extend the period to consummate an Initial Business Combination by an additional three months on two separate occasions without providing shareholders with voting rights[60]. - The company may not be able to complete its Initial Business Combination within the prescribed time frame, which could lead to liquidation and a potential return of $11.87 per share to Public Shareholders[60]. - The company may complete its Initial Business Combination without a majority of Public Shareholders' support, as it can seek shareholder approval or allow redemptions through a tender offer[64]. - If the Initial Business Combination is not completed within the required time, Public Shareholders may receive approximately $11.87 per share upon liquidation of the Trust Account[62]. - The company has no operating history or revenues, making it difficult for investors to evaluate its ability to achieve business objectives[62]. - The company may face challenges in completing its Initial Business Combination due to limited resources and significant competition for opportunities[62]. - If too many Public Shareholders exercise their redemption rights, the company may not meet closing conditions for a target business, potentially jeopardizing the Initial Business Combination[68]. - The company’s ability to redeem Public Shares may be limited if it would cause the shares to be considered "penny stock" under the Exchange Act[69]. - The company has until May 12, 2025, to consummate an Initial Business Combination, with the potential for extensions through additional contributions from the Sponsor[85]. - The Sponsor has agreed to contribute up to $1,650,000 to the Trust Account, with monthly contributions of $50,000 until the completion of the Initial Business Combination or May 12, 2025[93]. - Public Shareholders may receive only $11.87 per share upon redemption if the Initial Business Combination is not completed, which is higher than the typical $10.00 per share seen in similar companies[95]. - The company may face challenges in completing the Initial Business Combination due to geopolitical tensions, which could adversely affect target businesses and market conditions[81]. - The company may not be able to find a suitable target business within the prescribed time frame, which could lead to ceasing operations and liquidating[89]. - The requirement to complete the Initial Business Combination within a specific time frame may give potential target businesses leverage in negotiations[88]. - If the company does not complete the Initial Business Combination, the warrants will expire worthless, impacting Public Shareholders negatively[89]. - The company may not be able to engage financial advisors for the Initial Business Combination, which could materially impact its ability to complete the transaction[91]. - The Trust Account currently contains $11.87 per Class A ordinary share, incentivizing Public Shareholders to redeem their shares[95]. - The company may face conflicts of interest if the Sponsor provides loans for extensions, as these loans would not be repaid if the Initial Business Combination is not completed[93]. - The company expects to encounter intense competition from other entities with similar business objectives, which may increase the cost of the Initial Business Combination and limit the ability to find attractive targets[101]. - The company may not be able to complete its Initial Business Combination if it cannot raise additional financing necessary to fund expenses[106]. - The company must complete the Initial Business Combination with target businesses having an aggregate fair market value of at least 80% of the assets held in the Trust Account at the time of signing a definitive agreement[156]. - The company has no specified maximum redemption threshold, allowing for the possibility of completing an Initial Business Combination even if a majority of shareholders disagree[157]. - The company may incur substantial debt to complete the Initial Business Combination, which could adversely affect leverage and financial condition[147]. - The absence of a redemption threshold may lead to a situation where a significant number of shareholders redeem their shares, impacting the completion of the Initial Business Combination[158]. - The company may seek to amend its governing instruments to facilitate the Initial Business Combination, which may not align with shareholder interests[159]. - The company may face risks associated with acquiring private companies with limited public information, potentially leading to less profitable business combinations than anticipated[155]. - The company may face challenges in obtaining additional financing for its Initial Business Combination, which could lead to restructuring or abandonment of the transaction[163]. Financial Condition and Reporting - The company has a monthly fee of $10,000 for office space, utilities, and administrative services[47]. - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[55]. - The company will remain an emerging growth company until it has total annual gross revenues of $1.235 billion or more[56]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to the consummation of its Initial Business Combination[53]. - The company currently has two officers and does not intend to hire full-time employees before completing its Initial Business Combination[49]. - The company has net tangible assets in excess of $5,000,000 upon completion of the Initial Public Offering, exempting it from certain SEC rules for blank check companies[100]. - The company may depend on loans from its Sponsor or management team to fund operations if funds outside the Trust Account are insufficient[109]. - Approximately $2,150,000 will be available outside the Trust Account to fund working capital requirements, with offering expenses estimated at $1,000,000[109]. - The company may incur substantial costs in investigating target businesses, which would not be recoverable if a specific Initial Business Combination is not completed[140]. - The company may only complete one business combination with the proceeds, leading to dependency on a single business with limited products or services, potentially impacting operations and profitability[149]. - The company may face challenges in maintaining or obtaining the quotation, listing, or trading of its securities on a national securities exchange due to potential reductions in the public float[97]. - The company received a notification from Nasdaq indicating that its market value of listed securities (MVLS) fell below the required $50 million for continued listing[207]. - The company has a compliance period of 180 days, until May 28, 2025, to regain compliance with the MVLS requirement[207]. - If the company's MVLS closes at $50 million or more for ten consecutive business days, Nasdaq will confirm compliance[207]. - The company intends to actively monitor its MVLS and take measures to regain compliance within the specified period[208]. - The potential delisting could result in the company's Class A ordinary shares being classified as "penny stock," imposing stricter trading rules[210]. - A material weakness in internal control over financial reporting was identified, which may affect the accuracy of financial statements[169]. Risks and Challenges - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[46]. - The company is not prohibited from pursuing Initial Business Combinations with affiliated targets, but will seek independent opinions to ensure fairness[44]. - The company anticipates that its management team will leverage their extensive networks to identify potential Initial Business Combination targets[43]. - CFIUS regulations may impose conditions or prevent the consummation of the Initial Business Combination, affecting its attractiveness to investors[75]. - The company risks CFIUS intervention in its Initial Business Combination due to foreign ownership ties, which could impact transaction certainty and feasibility[77]. - If CFIUS reviews the Initial Business Combination, it could delay completion beyond the Extended Date of May 12, 2025[79]. - The company may face challenges in completing its Initial Business Combination due to geopolitical tensions, which could adversely affect target businesses and market conditions[81]. - Key personnel's departure could adversely affect the ability to operate and the success of the Initial Business Combination[189]. - Conflicts of interest may arise as officers and directors are not required to commit full time to the company's affairs, potentially impacting the Initial Business Combination process[195]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, which may lead to conflicts of interest[199]. - Indemnification claims for directors and officers may not be satisfied if sufficient funds are not available outside the Trust Account[201]. - Certain agreements related to the Initial Public Offering can be amended without shareholder approval, which may affect the value of investments[202]. - Amendments to agreements may facilitate the Initial Business Combination but could have adverse effects on the investment value[203]. - The company may face liabilities under the Foreign Corrupt Practices Act (FCPA), which could negatively impact business operations and financial condition[187]. - The company may face challenges in obtaining additional financing for its Initial Business Combination, which could lead to restructuring or abandonment of the transaction[163]. - The company may face risks associated with acquiring private companies with limited public information, potentially leading to less profitable business combinations than anticipated[155]. - The management team plans to pursue a company with operations outside the United States for the Initial Business Combination, which may introduce additional risks[182]. - Potential risks include costs and difficulties in managing cross-border operations, compliance with overseas regulations, and currency redemption rules[183]. - Exchange rate fluctuations could adversely affect the dollar equivalent of net assets and distributions if a non-U.S. target is acquired[186]. - The company may face challenges in completing the Initial Business Combination due to limited resources and significant competition for opportunities[62].

IPO and Initial Business Combination - The Company completed its Initial Public Offering (IPO) on May 12, 2022, raising gross proceeds of $225 million from the sale of 22,500,000 units at $10.00 per unit[21]. - Following the IPO, the underwriter exercised their over-allotment option, resulting in an additional 3,375,000 units issued for $33.75 million[21]. - At the 2023 Extraordinary General Meeting, shareholders approved a proposal to extend the deadline for completing the Initial Business Combination to August 12, 2024, with 16,085,554 Class A ordinary shares redeemed for approximately $172.77 million[23]. - The 2024 Extraordinary General Meeting approved an extension to May 12, 2025, with 8,314,066 Class A ordinary shares redeemed for approximately $95.45 million[24]. - The Company entered into a business combination agreement with Bigtincan Holdings Limited on October 20, 2024, but this was later terminated on December 5, 2024[26][27]. - The company has until May 12, 2025, to consummate an Initial Business Combination, with the possibility of extending this period through monthly contributions from the Sponsor[85]. - The company is required to complete the Initial Business Combination with target businesses having an aggregate fair market value of at least 80% of the assets held in the Trust Account at the time of signing a definitive agreement[156]. - If the Initial Business Combination is not completed within 36 months from the IPO closing, shareholders may only receive approximately $11.87 per share upon liquidation of the Trust Account[156]. - The company may complete its Initial Business Combination without a majority of Public Shareholders' support, as it can seek shareholder approval or allow redemption without a vote[64]. - The company may extend the period to consummate an Initial Business Combination by an additional three months on two separate occasions without providing shareholders with voting or redemption rights[60]. Business Strategy and Target Focus - The Company is actively seeking a business combination target, focusing on high-quality businesses in sectors such as artificial intelligence, healthcare, and fintech[28]. - The Company intends to target companies with an enterprise value exceeding $1 billion, emphasizing strong management teams and fundamentally sound operations[35]. - The company has a strategy to leverage its management team's network and expertise to identify and evaluate potential acquisition targets[29]. - The company may pursue acquisition opportunities in various industries, but has not yet identified specific target businesses[127]. - The company may engage in Initial Business Combinations with target businesses affiliated with its Sponsor, officers, or directors, which may present potential conflicts of interest[142]. Financial Condition and Risks - As of December 31, 2024, the Company had not commenced any operations and generated non-operating income solely from interest income[20]. - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve business objectives[62]. - The company may depend on loans from its Sponsor or management team to fund its search for a target business, as there is a risk of insufficient net proceeds from the Initial Public Offering[62]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[46]. - The company may not be able to complete its Initial Business Combination within the prescribed time frame, potentially leading to liquidation[60]. - The company may face challenges in completing the Initial Business Combination due to geopolitical tensions, which could adversely affect target businesses and market conditions[81]. - The company’s ability to complete the Initial Business Combination may be negatively impacted by market volatility and other risks, including the ongoing conflict between Russia and Ukraine[89]. - The company may not have sufficient funds to operate for at least 36 months following the Initial Public Offering if the funds outside the Trust Account are insufficient[106]. - The company may face liabilities under the Foreign Corrupt Practices Act (FCPA), which could negatively impact business operations and financial condition[187]. Shareholder Rights and Redemption - Public Shareholders may receive only $11.87 per share upon redemption if the Initial Business Combination is not completed, which is higher than the typical $10.00 per share in similar companies[95]. - If too many Public Shareholders exercise their redemption rights, it may hinder the ability to meet closing conditions for the Initial Business Combination[68]. - The Trust Account currently contains $11.87 per Class A ordinary share, which may incentivize Public Shareholders to redeem their shares[95]. - If the Initial Business Combination is not completed, Public Shareholders may receive approximately $11.87 per share upon liquidation of the Trust Account[105]. - The company expects its initial shareholders to own at least 20% of the issued and outstanding ordinary shares at the time of any shareholder vote[65]. Governance and Compliance - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[54]. - The company will remain an emerging growth company until it has total annual gross revenues of $1.235 billion or more[56]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements[57]. - The company has a compliance period of 180 days, until May 28, 2025, to regain compliance with the MVLS requirement[207]. - If the company fails to regain compliance, its securities may be delisted, leading to reduced liquidity and potential classification as a "penny stock"[210]. Management and Operational Risks - The company currently has two officers and does not plan to hire full-time employees before completing its Initial Business Combination[49]. - Key personnel's departure could adversely affect the ability to operate and the success of the Initial Business Combination[189]. - The management of a target business may not possess the necessary skills to operate a public company, potentially impacting profitability[175]. - Conflicts of interest may arise as officers and directors are not required to commit full time to the company's affairs, potentially impacting the Initial Business Combination[195]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, leading to potential conflicts[199]. Financial Projections and Shareholder Impact - The net proceeds from the Initial Public Offering and private placement amounted to $259,606,250, which will be used to complete the Initial Business Combination[149]. - The nominal purchase price for the Founder Shares was $25,000, or approximately $0.0035 per share, which may lead to significant dilution for Public Shareholders[213]. - Upon consummation of the Initial Business Combination, the implied value per Public Share could drop to $2.21, representing a 20% decrease from the initial implied value[213]. - The company anticipates that if unable to complete the Initial Business Combination, public shareholders may receive approximately $11.87 per share upon liquidation of the Trust Account[140]. - The company may issue additional Class A ordinary shares or preference shares to complete the Initial Business Combination, which could significantly dilute existing shareholders' equity interests[141].

Financial Performance - Total sales for fiscal 2024 were $753.1 million, representing a 0.7% increase from $747.9 million in fiscal 2023, driven by a 3.4% increase in comparable store sales [162]. - The net loss for fiscal 2024 was $43.2 million, compared to a net loss of $12.0 million in fiscal 2023, influenced by a $16.5 million valuation allowance on deferred tax assets and strategic investments [168]. - Selling, general and administrative expenses increased by $15.7 million, or 5.5%, to $300.2 million in fiscal 2024, with SG&A as a percentage of sales rising to 39.9% [164]. - Cost of sales increased by $8.2 million, or 1.8%, to $471.0 million in fiscal 2024, with cost of sales as a percentage of net sales at 62.5% [163]. Store Operations - The company operated 591 stores at the end of fiscal 2024, having opened 1 new store, remodeled 35 stores, and closed 12 stores during the year [151]. - The company expects to accelerate square footage expansion in the range of 6% to 10% annually over time, focusing on maximizing productivity in existing stores [154]. Cash Flow and Investments - Cash used in operating activities was $3.8 million in fiscal 2024, a decrease from $9.6 million in fiscal 2023, with significant sources including a $7.8 million reduction in inventory [175]. - Cash used in investing activities was $10.1 million in fiscal 2024, down from $13.4 million in fiscal 2023, entirely for purchases of property and equipment [177]. - Cash used in financing activities was $4.7 million in fiscal 2024, including $3.8 million for share repurchases [178]. - In fiscal 2024, the company returned $3.8 million to shareholders through share repurchases [173]. Inventory Management - Inventory at the end of fiscal 2024 was $122.6 million, a decrease from $130.4 million in fiscal 2023, due to a strategic inventory reset [171]. - Inventory shrink as a percentage of sales was 1.7% in fiscal 2024, up from 1.0% in fiscal 2023 and 0.7% in fiscal 2022 [181]. - The allowance for inventory shrink was $5.2 million as of February 1, 2025, compared to $3.9 million as of February 3, 2024 [181]. Financial Position - The company ended fiscal 2024 with cash of $61.1 million and no debt, down from $79.7 million at the end of the previous year [169]. - The company has a revolving credit facility with a $75 million credit commitment and no borrowings as of the end of fiscal 2024 [174]. - As of February 1, 2025, the company's contractual commitments for operating leases totaled $289.3 million, with $60.7 million due within 12 months [179]. Accounting and Compliance - The company is evaluating the impact of new accounting standards on its consolidated financial statements, including ASU 2023-09 and ASU 2024-03 [182][183]. - The company sources all products in U.S. Dollars and is not directly subject to foreign currency exchange rate fluctuations [184].