UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 20-F ☐ 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 ITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ OR ☐ SHELL COMPANY RE ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 001-42018 IBOTTA, INC. (Exact name of registrant as specified in its charter) FORM 10-Q (Mark One) Delaware (State or other jurisdic ...

Product Development - The company is developing IKT-001, a prodrug of imatinib mesylate, for the treatment of Pulmonary Arterial Hypertension (PAH), with a Phase 2b study expected to start in the second half of 2025[114]. - A bioequivalence study established that a 300 mg dose of IKT-001 is equivalent to 230 mg of imatinib mesylate, and a 500 mg dose is equivalent to 383 mg of imatinib mesylate[116]. - The company has commercialization rights to IKT-001 with patent protection in the U.S. until 2033, with potential extensions until 2045[124]. - The FDA has indicated that the 505(b)(2) pathway is appropriate for the approval of IKT-001, which may grant New Molecular Entity status and market exclusivity[122]. - A recent study confirmed that imatinib was well tolerated in PAH patients, supporting the efficacy of IKT-001[123]. - The company plans to apply for Orphan Drug Designation for IKT-001 once pre-clinical studies are complete[122]. Financial Performance - Research and development expenses for the first quarter of 2025 totaled $10.51 million, a significant increase from $2.75 million in the same period of 2024[131]. - Research and development expenses increased by $7,762,300 or 282.1% to $10,513,579 from $2,751,279 in the prior comparable period[135]. - Selling, general and administrative expenses rose by $3,218,210 or 158.4% to $5,249,291 from $2,031,081 in the prior comparable period[136]. - Net loss for the three months ended March 31, 2025, was $13,678,735, compared to a net loss of $4,649,635 in the prior comparable period, representing an increase of 194.2%[134]. - Interest income surged by $786,546 or 592.6% to $919,271 from $132,725 in the prior comparable period[138]. - As of March 31, 2025, the company had cash, cash equivalents, and marketable securities totaling $93,180,291[140]. - The company incurred net cash used in operating activities of $4,103,530 for the three months ended March 31, 2025, compared to $3,867,018 for the same period in 2024[148]. - Net cash provided by investing activities for the three months ended March 31, 2025, was $21,054,342, significantly higher than $3,311,814 in the prior comparable period[152]. - The company has an accumulated deficit of $108,099,346 as of March 31, 2025[141]. Funding and Future Outlook - The company raised approximately $110 million in a private placement to support the Phase 2b trial for IKT-001, with potential total gross proceeds of up to $275 million if warrants are exercised[122]. - Future funding requirements are anticipated to be substantial as the company continues to develop and seek regulatory approvals for its product candidates[142]. - The company expects to finance its cash needs through a combination of equity offerings, debt financings, and potential collaboration agreements[143]. Corporate Actions - The company has discontinued the development of risvodetinib for Parkinson's disease and has outlicensed the program[115]. - The company agreed to issue 4,979,101 shares of common stock to CorHepta shareholders, with 829,849 shares fully vested at acquisition, 2,489,030 shares as contingent consideration, and 1,660,222 shares for post-merger compensation[163]. - A change in fair value of contingent consideration of $1,164,864 was recorded for the period ended March 31, 2025, included within operating expenses[164]. - The acquired IPR&D asset of $7,357,294 was written off as research and development expense immediately following the acquisition[165].

Corporate Governance and Compliance - The Company is classified as an "emerging growth company" and will maintain this status until it reaches total annual gross revenue of $1.07 billion or other specified conditions [143]. - The Company has received three deficiency letters from Nasdaq regarding non-compliance with the Minimum Bid Price Requirement, as the bid price was below $1.00 for 30 consecutive business days [148]. - The Company is subject to less stringent corporate governance requirements as a foreign private issuer, which may result in less publicly available information [159]. - If the Company is delisted from Nasdaq, it may face significant adverse consequences, including reduced liquidity and increased regulatory scrutiny [151]. - The Company intends to follow Irish corporate governance practices instead of Nasdaq standards, which may lead to less stringent oversight [161]. - The Company may lose its foreign private issuer status in the future, which could result in significant additional costs and compliance challenges [162]. - The Company has elected to take advantage of extended transition periods for complying with new accounting standards under the JOBS Act [143]. - There is no guarantee that the exemptions under the JOBS Act will result in significant savings, and opting out of these exemptions may incur additional compliance costs [144]. Financial Position and Capital Needs - The Company may need to raise additional capital to fund operations, pay existing liabilities, and finance future growth, which may not be available on favorable terms [145]. - Future capital raising efforts may dilute existing shareholders and could reduce the market price of Ordinary Shares [156]. - The Company’s liquidity risk is managed by maintaining sufficient cash and liquid assets, alongside committed credit facilities [413]. - The Company’s credit risk is monitored closely, with main financial assets being cash and cash equivalents, ensuring prompt collection from counterparties [412]. Business Operations and Innovations - The Company successfully completed the marking of 21 tons of natural rubber sourced in Latin America, achieving a 100% success rate for origin authentication and full traceability from tree to tire [421]. - In 2022, the Company conducted successful trials for marking recycled plastics, demonstrating the ability to manage the process remotely, indicating potential for industrial scale adoption [415]. - The Company announced the planned launch of a plastic cycle token, scheduled for release at the end of 2025, aimed at creating a reliable digital credit platform for recyclable plastics [422]. - The Company has marked 2.2 tons of silver in cooperation with Sunshine, successfully completing proof of concept for ethical sourcing and authentication of silver [435]. - Security Matters PTY achieved a 100% success rate on all marked products throughout the production process, ensuring quality and brand authentication for stakeholders [438]. - Security Matters PTY has a target to reach $35 million in sales over the coming years through its exclusive distribution agreement with Sumitomo [441]. - The company has advanced source tracing technology for alcoholic beverages, focusing on key ingredients and packaging solutions [442]. - Security Matters PTY is part of the Circular Electronics Partnership, aiming to reduce e-waste and promote a circular economy for electronics by 2030 [450]. - The company launched a Fashion Sustainability Competence Centre to help fashion brands transition to a sustainable circular economy [451]. - Security Matters PTY's technology is applicable across various materials, including leather and plastics, for recycling and sustainability efforts [451]. - The company plans to integrate its markers in wearable technology and active wear, with a coating that withstands temperatures up to 150 degrees Celsius [452]. Intellectual Property and Technology - The company has over 20 patent families and more than 100 patents filed globally, crucial for maintaining proprietary technology [453]. - The company has a total of 20 patent families related to X-ray fluorescence (XRF) technology, with several patents granted and pending in various countries [456][457][458][459][460][461][462][463]. - Patent Family 1 includes a system for reading XRF markings, with patents granted that expire in 2036 [458]. - Patent Family 2 focuses on an anti-counterfeit marking technique for verifying the authenticity of metallic objects, with a patent expiring in 2040 [459]. - Patent Family 4 presents a method for verifying compatibility of electronic system components using XRF signatures, with patents expiring in 2037 [461]. - Patent Family 5 introduces a novel XRF analyzer capable of identifying multiple solid objects simultaneously, with a patent expiring in 2037 [462]. - Patent Family 6 details a method for marking and authenticating precious stones, with patents expiring in 2038 [463]. - The company has filed applications for new technologies, including a method for detecting mishandling of food products and a system for virtual currency based on blockchain architecture [456][457]. - The company is actively pursuing market expansion through innovative product development and strategic patent filings across multiple jurisdictions [456][457]. - The company aims to enhance its product offerings by integrating advanced XRF technology into various applications, including supply chain management and authentication systems [460][461]. - The company is focused on maintaining a robust intellectual property portfolio to support its growth and competitive advantage in the market [456][457]. Mergers and Acquisitions - The merger with Security Matters PTY resulted in the Company owning the entire share capital of Security Matters PTY, with a deemed issuance of shares valued at $11,599 thousand [482]. - The difference of $16,802 thousand between the fair value of shares deemed issued and the fair value of the Company's identifiable net assets is expensed immediately to profit or loss [483]. - The Company acquired an additional 7.5% of trueGold, increasing its holdings to 51.9%, gaining control over trueGold and diversifying operations into research and development [485]. - The fair value of the previous investment in trueGold was remeasured at $22,164 thousand upon obtaining control, resulting in a recognized gain of the same amount [487]. - The consolidated financial statements for the year ended December 31, 2023, reflect the retained earnings and equity balances of Security Matters PTY immediately before the Business Combination [486]. - Substantially all assets of the Company comprised marketable securities valued at $4,921 thousand and trade payables and warrants valued at $10,127 thousand [484]. - The Company’s financial statements post-acquisition include the full period results of Security Matters PTY along with the post-acquisition results from the Closing Date [486]. - The equity structure of Security Matters PTY is restated to reflect the number and par value of shares of the Company issued in the reverse acquisition transaction [486]. - The Company’s consolidated financial statements for 2023 include the results of Security Matters PTY for the full period and the post-acquisition results [486]. - The fair value of non-controlling interests in trueGold was estimated using the discounted cash flow method, reflecting the entire goodwill of trueGold [488]. - The total cost of the business combination included a full forgiveness of outstanding payables from trueGold to the Company amounting to AUD 475 thousand (approximately $307 thousand) at acquisition date [488]. - The Company's ownership percentage in trueGold increased from 51.9% to 52.9% after restructuring $1.3 million of debt owed to PMB [490]. - PMB exchanged its shares in trueGold for 1,022 (1%) Company shares as part of the restructuring agreement [490]. Market Trends and Economic Factors - As of December 31, 2024, the ILS increased against the U.S. dollar by approximately 0.6%, while the AUD, EUR, and SGD decreased by approximately 8.5%, 5.5%, and 2.6% respectively [410]. - The company’s policy is not to enter into any currency hedging transactions, exposing it to potential adverse effects from future currency fluctuations [411]. - The Company is not aware of any trends or events likely to materially affect its revenue, income, profitability, liquidity, or capital resources [480].

Financial Performance - Tevogen Bio reported a net loss of $10.4 million for the three months ended March 31, 2025, compared to a net loss of $11.3 million for the same period in 2024, primarily due to non-cash stock-based compensation expenses [136]. - The net loss for the three months ended March 31, 2025, was $10.4 million, compared to a net loss of $11.3 million for the same period in 2024 [156]. - Research and development expenses for the three months ended March 31, 2025, were $3.2 million, a decrease of 84.7% from $20.8 million for the same period in 2024 [157]. - General and administrative expenses for the three months ended March 31, 2025, were $7.2 million, down 17.7% from $8.7 million in the same period in 2024 [158]. - Cash used in operating activities for the three months ended March 31, 2025, was $3.3 million, compared to $2.2 million for the same period in 2024 [165][166]. Cash and Funding - As of March 31, 2025, Tevogen Bio had an accumulated deficit of $123.8 million and cash reserves of $2.0 million [136]. - As of March 31, 2025, the company had $2.0 million in cash, an increase from $1.3 million as of December 31, 2024 [163]. - The company raised aggregate gross proceeds of $24.0 million from the sale of convertible promissory notes since January 2021 [163]. - The company has drawn $3.0 million from a Loan Agreement with a remaining $27.0 million available for future financing [163]. - The company expects to utilize $8.0 million in grant funding from KRHP for ongoing operational expenses through March 31, 2026 [176]. - The company is exploring various funding strategies, including private placements and partnerships, to support operations [177]. Clinical Development - The first clinical product, TVGN 489, has completed a Phase 1 proof-of-concept trial with no dose-limiting toxicities observed, and secondary endpoints showed a rapid reduction in viral load [126]. - The company aims to commercialize TVGN 489 and other product candidates, expecting to incur expenses related to expanding research and development capabilities and building manufacturing infrastructure [141]. - The company plans to conduct clinical trials for TVGN 489 and other product candidates, which will require considerable financial resources [172]. - The company anticipates increased expenses related to commercialization if marketing approval for TVGN 489 is obtained [174]. Patent and Technology - Tevogen Bio's patent portfolio includes three issued U.S. patents related to TVGN 489, all expiring on December 9, 2040, and nine pending U.S. patent applications [130][131]. - Tevogen Bio's ExacTcell technology is designed to develop off-the-shelf T cell therapies with applications in infectious diseases and cancers [124]. Future Expectations - The company has not generated any revenue to date and does not expect to do so until marketing approval is obtained for its product candidates [141]. - The company expects general and administrative expenses to increase in the future to support ongoing research and development and potential commercialization efforts [149]. - The company expects to incur costs associated with operating as a public company, necessitating additional funding [174]. Obligations and Agreements - Total contractual obligations as of March 31, 2025, amount to $4,846,712, with $1,846,712 due within one year [179]. - The company has committed to a securities purchase agreement with the Patel Family for $6.0 million in Series C Preferred Stock [170]. - The company has not yet received $3.0 million of the $6.0 million purchase price for Series A-1 Preferred Stock [170]. - The company has entered into a Loan Agreement allowing for monthly draws of up to $1.0 million over 27 months, with a maximum loan amount of $36.0 million [171]. - The company has drawn an aggregate of $3.0 million under the Loan Agreement as of March 31, 2025, with an additional $0.5 million drawn in April 2025 [171].

Financial Performance - Tevogen Bio reported a net loss of $10.4 million for the three months ended March 31, 2025, compared to a net loss of $11.3 million for the same period in 2024, primarily due to non-cash stock-based compensation expenses [136]. - As of March 31, 2025, Tevogen Bio had an accumulated deficit of $123.8 million and cash reserves of $2.0 million [136]. - Research and development expenses for the three months ended March 31, 2025, were $3.2 million, a decrease of 84.7% from $20.8 million for the same period in 2024 [157]. - General and administrative expenses for the three months ended March 31, 2025, were $7.2 million, down 17.7% from $8.7 million in the same period in 2024 [158]. - Cash used in operating activities for the three months ended March 31, 2025, was $3.3 million, compared to $2.2 million for the same period in 2024 [165]. - The company has net operating loss carryforwards of $25.6 million for federal and $27.8 million for state income tax purposes as of March 31, 2025 [154]. Funding and Financial Resources - Tevogen Bio has entered into a Loan Agreement with the Patel Family, providing up to $36.0 million in term loans over a draw period of thirty-six months [138]. - The company raised aggregate gross proceeds of $24.0 million from the sale of convertible promissory notes since January 2021 [163]. - The company has drawn $3.0 million from a Loan Agreement with a remaining $27.0 million available for future financing [163]. - The company has committed to providing the Patel Family an option to purchase $14.0 million of shares of Common Stock under the Loan Agreement [171]. - The company is exploring various funding strategies, including private placements and partnerships, to support future operations [177]. - The company expects to utilize $8.0 million in grant funding from KRHP for ongoing operational expenses through March 31, 2026 [176]. Product Development and Clinical Trials - The first clinical product, TVGN 489, has completed a Phase 1 proof-of-concept trial with no dose-limiting toxicities observed, and secondary endpoints showed a rapid reduction in viral load [126]. - Tevogen Bio's ExacTcell technology aims to develop off-the-shelf T cell therapies for infectious diseases and cancers, with a focus on maximizing immunologic specificity [124]. - The company has filed three U.S. patents related to TVGN 489, with expiration dates extending to December 2040 [131]. - The company plans to conduct clinical trials for TVGN 489 and other product candidates, which will require considerable financial resources [172]. - The company expects to incur significantly increased expenses associated with sales and marketing efforts if any product candidates obtain marketing approval [149]. - The company anticipates increased expenses related to commercialization efforts if marketing approval for TVGN 489 is obtained [174]. Operational Outlook - Tevogen Bio has not generated any revenue to date and does not expect to do so until marketing approval for TVGN 489 or another product candidate is obtained [141]. - The company is focused on expanding its research and development capabilities and building its manufacturing infrastructure [141]. - Tevogen Bio's cash on hand, combined with available loan amounts and grant funding, is expected to sustain operations for at least the next 12 months [140]. - The company expects to incur additional costs associated with operating as a public company, necessitating further funding [174]. - Total contractual obligations as of March 31, 2025, amount to $4,846,712, with $1,846,712 due within one year [179].

Financial Performance - For the three months ended March 31, 2025, the company generated net revenue of $20.1 million, a 42.5% increase from $14.1 million in the same period of 2024[188]. - The company reported a net loss of $1.9 million for Q1 2025, slightly higher than the $1.8 million loss in Q1 2024[188]. - Net revenues for the three months ended March 31, 2025, increased by $6.0 million, or 42.5%, compared to the same period in 2024, driven by increased sales of ARK products and a reduction in deferred sales[210]. - Gross profit for the three months ended March 31, 2025, was $5.8 million, reflecting a significant increase of $3.8 million, or 181.9%, from $2.0 million in 2024[209]. - EBITDA for the three months ended March 31, 2025, decreased by $1.3 million, or 75.5%, primarily due to an increase in income tax benefits and a slight increase in net loss[234]. Revenue Sources - The ARK franchise accounted for 91.6% of total revenues in Q1 2025, up from 78.6% in Q1 2024[187]. - Daily active users for ARK: Survival Evolved and ARK: Survival Ascended averaged 243,000 in Q1 2025, compared to 209,000 in Q1 2024, representing a 16.2% increase[187]. - The company sold 1.5 million units of games in Q1 2025, an increase of 36.4% from 1.1 million units in Q1 2024[191]. - The ARK franchise has achieved 96.3 million installs on consoles and PCs as of March 31, 2025[187]. - Bookings for the three months ended March 31, 2025, increased by $2.6 million, or 13.6%, compared to the same period in 2024, due to new game releases[228]. Expenses - Cost of revenues for the three months ended March 31, 2025, rose by $2.2 million, or 18.4%, compared to the same period in 2024, primarily due to increased software license royalties related to higher ARK sales[211]. - General and administrative expenses increased by $2.6 million, or 117.5%, for the three months ended March 31, 2025, largely due to higher salaries and stock compensation expenses[213]. - Research and development expenses rose by $1.8 million, or 103.2%, for the three months ended March 31, 2025, as the company expanded its internal development team[214]. - Advertising and marketing expenses surged by $1.2 million, or 826.3%, for the three months ended March 31, 2025, attributed to increased presence at industry events and marketing campaigns[215]. Cash Flow and Financing - As of March 31, 2025, the company's unrestricted cash was $9.4 million, an increase from $7.3 million as of December 31, 2024[236]. - Net cash flows provided by operating activities decreased by $6.0 million, totaling $0.8 million for the three months ended March 31, 2025, compared to $6.8 million for the same period in 2024, representing an 88.5% decline[242]. - Net cash flows used in investing activities were $1.9 million for the three months ended March 31, 2025, compared to none in the same period of 2024[248]. - Financing activities generated $3.1 million in net cash flows for the three months ended March 31, 2025, a significant increase from the $5.9 million used in financing activities in the same period of 2024[249]. - The company issued convertible notes with a principal amount of $3.3 million in February 2025, maturing in February 2026[239]. Future Plans and Developments - The company plans to release a new DLC, ARK: Aquatica, in June 2025, as part of the 10-year celebration of ARK: Survival Evolved[200]. - The newly released DLC map ARK: Astraeos sold 253,000 units across platforms since its launch in February 2025[199]. - The company has released 49 short film dramas through its Salty TV mobile application and expects to continue rolling out new content throughout 2025[201]. - The company has established a new division under the Interactive Films brand to focus on creating content in the vertical short film segment[190]. Accounting and Compliance - The company is classified as an "emerging growth company" and is eligible for exemptions from various reporting requirements, including reduced disclosure obligations regarding executive compensation[270]. - The company will remain an emerging growth company until it meets certain criteria, including total annual gross revenue of at least $1.235 billion or a market value of common stock held by non-affiliates exceeding $700 million[273]. - The company is also classified as a "smaller reporting company," allowing it to take advantage of scaled disclosures as long as its voting and non-voting common stock held by non-affiliates is less than $250 million[274]. - The company recognizes deferred revenues based on estimates of release dates and technical support obligations, which may change and impact financial statements[266]. - Deferred income tax assets are based on estimates of future taxable income and the utilization of tax loss carryforwards, which require significant judgment and may materially impact financial statements[268]. Risks and Estimates - The company expects accounts receivable from SDE Inc. to be repaid within the next two fiscal years, with outstanding balances of $6.0 million as of March 31, 2025[246]. - The company is projected to fail its debt covenants within the next 12 months, leading to the classification of the long-term portion of its promissory note as current[239]. - Changes in estimates related to release schedules and technical support obligations could materially affect the classification of deferred revenues[266]. - The company reviews its estimates on an ongoing basis to ensure they reflect changes in business or new information[265]. - The company has elected to delay the adoption of certain accounting standards, which may result in its financial statements being less comparable to those of other public companies[272].

Financial Performance - Revenues for Q1 2025 were $23.8 million, a 30.5% increase from $18.3 million in Q1 2024[16] - Net loss attributable to stockholders for Q1 2025 was $15.3 million, compared to a loss of $2.5 million in Q1 2024, representing a significant increase in losses[16] - Total operating expenses increased to $25.5 million in Q1 2025, up from $21.9 million in Q1 2024, reflecting a 16.5% rise[16] - The Company generates revenues primarily through long-term Customer Agreements, third-party contracts for solar renewable energy credits (SRECs), and servicing third-party owned solar energy systems[22] - Power Purchase Agreement (PPA) revenues were $7.9 million in Q1 2025, up from $7.5 million in Q1 2024, representing a growth of 5.0%[49] - Service Level Agreement (SLA) revenues increased significantly to $9.9 million in Q1 2025 from $7.3 million in Q1 2024, marking a growth of 36.4%[49] - Solar renewable energy credit revenues rose to $3.9 million in Q1 2025, compared to $1.8 million in Q1 2024, reflecting a growth of 109.5%[49] - The Company recognized interest income of $4.6 million for the three months ended March 31, 2025, compared to $3.8 million for the same period in 2024[39] Cash Flow and Liquidity - Cash and cash equivalents decreased to $61.9 million as of March 31, 2025, down from $72.8 million at the end of 2024, a decline of 15.9%[14] - The company reported a net cash used in operating activities of $9.1 million for Q1 2025, compared to $22.2 million in Q1 2024, indicating improved cash flow management[19] - As of March 31, 2025, the Company had cash and cash equivalents of $61.9 million and restricted cash of $34.5 million, totaling $96.5 million[37] - The company expects that its current cash and cash equivalents, along with future cash generated from operations, will be sufficient to meet cash requirements for the next 12 months[158] - Net cash used in continuing operating activities decreased by $13.1 million to $(9.1 million) for the three months ended March 31, 2025, compared to $(22.2 million) for the same period in 2024[159] - Net cash provided by continuing investing activities was $4.2 million for the three months ended March 31, 2025, primarily from $4.5 million of proceeds from investments and $1.4 million from the sale of solar energy systems[161] - Net cash used in continuing financing activities was $7.7 million for the three months ended March 31, 2025, mainly due to $6.8 million for repayments of non-recourse long-term debt[162] Assets and Liabilities - Total assets as of March 31, 2025, were $878.0 million, a decrease of 2.7% from $898.5 million at the end of 2024[14] - Total stockholders' equity decreased to $130.8 million as of March 31, 2025, down from $146.2 million at the end of 2024, a decline of 10.5%[15] - The total non-recourse debt as of March 31, 2025, was $700.122 million, a decrease from $705.331 million as of December 31, 2024[78] - The fair value of the Company's non-recourse debt was estimated at $718.1 million as of March 31, 2025, compared to $723.8 million as of December 31, 2024[86] - As of March 31, 2025, accrued expenses and other current liabilities totaled $28.096 million, slightly down from $28.125 million as of December 31, 2024[77] - The Company reported current assets of $1.5 million as of March 31, 2025, down from $2.1 million as of December 31, 2024, indicating a decrease of about 29.3%[99] - The total liabilities of the Company as of March 31, 2025, were $1.8 million, a decrease from $2.0 million as of December 31, 2024, reflecting a decline of about 12.5%[99] Shareholder Activities - The company repurchased 298,952 shares at a cost of $808,000 during the quarter, indicating a strategy to return value to shareholders[18] - The Board of Directors approved a Repurchase Program in May 2023, authorizing the repurchase of up to $50.0 million of outstanding common stock through May 15, 2025[188] - As of March 31, 2025, approximately $43.0 million remains available under the Repurchase Program[189] - A total of 298,952 shares were repurchased during the three months ended March 31, 2025, at an average price of $2.68 per share[188] - The repurchase activity included 97,380 shares in January 2025 at $2.91, 86,594 shares in February 2025 at $2.55, and 114,978 shares in March 2025 at $2.59[188] Operational Developments - The Company has approximately 85,000 home solar assets and customer contracts, enhancing its market presence in the renewable energy sector[21] - The Company ceased its Drivetrain and XL Grid operations in late 2022, which are now classified as discontinued operations[24] - The Company is contracted to service approximately 60,000 systems owned by third parties, in addition to its own 85,000 home solar assets[128] - The Company aims to leverage its platform to grow revenues through subscription-based solutions for distributed energy resources, focusing on customer acquisition cost efficiency[129] - The Company has entered into a new operating lease agreement for a servicing center in New Jersey with annual rental payments of approximately $0.1 million[122] Challenges and Risks - The Company has experienced recurring net losses and negative cash flows from operations, raising doubt about its ability to continue as a going concern[26] - The company identified a material weakness in internal control over financial reporting as of March 31, 2025, affecting the reliability of financial statements[171] - The company is actively hiring qualified personnel to strengthen internal controls and address previously disclosed material weaknesses[177] - The company has experienced turnover in key management positions, including the CFO, which may disrupt business operations and affect market perception[185] - The company continues to face challenges in attracting and retaining highly qualified personnel, which is critical for executing its global business strategy[186] Legal Matters - The Company is involved in ongoing legal proceedings, including a securities class action settlement amounting to $19.5 million, with a net payment of $15.0 million made in February 2024[101] - BMZ USA, Inc. obtained a judgment for $3.9 million against XL Hybrids, with a potential loss estimated at approximately $1.2 million accrued as of March 31, 2025[105] Future Outlook - The Company plans to extend or refinance the SP1 Facility, which has a maturity date of April 30, 2026, and believes this is highly likely to be completed[25] - The Company plans to adopt ASU 2024-03 regarding expense disaggregation disclosures in its annual financial statements for the year ended December 31, 2027[66] - The expected amortization of intangible assets for the remainder of 2025 is projected to be $845,000, with a total expected amortization of $8.675 million over the next five years[76]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42562 GESHER ACQUISITION CORP. II (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1833264 (State or ot ...

Financial Performance - The company had a net income of $29,499 for the three months ended March 31, 2025, with operating costs of $84,174 and interest income of $113,673 from marketable securities [120]. - Cash used in operating activities for the three months ended March 31, 2025, was $231,741, with net income affected by interest earned and operational costs [125]. - The company does not expect to generate operating revenues until after the completion of its Business Combination [119]. Initial Public Offering - The company raised gross proceeds of $143,750,000 from the Initial Public Offering of 14,375,000 Units at $10.00 per Unit, including the full exercise of the over-allotment option [123]. - The company incurred $8,409,601 in Initial Public Offering related costs, including $2,875,000 in cash underwriting fees [124]. Cash and Securities - As of March 31, 2025, the company had cash and marketable securities of $144,294,923 held in the Trust Account, intended for completing a Business Combination [126]. - The company has sufficient funds for working capital needs for at least one year from the issuance of the condensed financial statements [129]. Financing and Business Combination - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses [127]. - The company may need to obtain additional financing to complete its Business Combination or due to potential redemptions of public shares [130]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025 [132].