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].

Corporate Transactions and Partnerships - The company completed a reverse merger with Coeptis Therapeutics, Inc., which is now the accounting acquirer, affecting the financial condition and results of operations [138]. - The company paid approximately $570,000 in cash and issued 4,000,000 shares of common stock to Deverra Therapeutics as part of an exclusive licensing arrangement, totaling $4,937,609 in consideration [160]. - A Shared Services Agreement was established with Deverra to collaborate on the development of GEAR and SNAP-CAR platforms for six months [161]. - The company has entered into strategic partnerships to co-develop therapies for the auto-immune and oncology markets, focusing on innovative products and technologies [146]. - The company has a 50% ownership interest in the CD38-Diagnostic and CD38-GEAR-NK product candidates, with revenue sharing agreements in place [158]. - The company has divested several ANDA products to a larger generic pharmaceutical manufacturer, shifting focus away from generic product commercialization [146]. Market Opportunities and Product Development - The global multiple myeloma market was valued at $19.48 billion in 2018 and is projected to reach $31 billion by 2026, indicating significant market opportunity for the CD38-GEAR-NK product [151]. - The CD38-Diagnostic has been classified as a Class II device by the FDA, allowing for better planning and execution of future development activities [155]. - The company has abandoned all activities and ownership pertaining to two anti-hypertension products launched in 2020 due to the COVID-19 pandemic's impact on sales [146]. - The company has ceased prioritizing the development of CPT60621 and is negotiating a buy-out of remaining ownership rights with Vici Health Sciences [162]. Financial Performance and Expenses - The company generated minimal revenue primarily from consulting arrangements and product sales, with no significant revenue expected for at least the next two years [167][170]. - Operating expenses increased from $2,922,383 in Q1 2024 to $4,074,702 in Q1 2025, driven by higher professional services and stock-based compensation expenses [171]. - Cash and cash equivalents rose from $1,029,244 in Q1 2024 to $4,268,368 in Q1 2025, indicating improved liquidity for operational funding [175]. - The company anticipates increased general and administrative expenses as it expands headcount to support business growth [168]. - Research and development costs are expected to rise in alignment with new strategic initiatives and collaborations [169]. - Interest expense decreased from $200,505 in Q1 2024 to $71,491 in Q1 2025 due to the satisfaction of the Purple Biotech convertible note [173]. - The change in fair value of derivative liabilities showed a significant increase from $34,875 in Q1 2024 to $596,120 in Q1 2025, reflecting market volatility and share price changes [174]. Operational Challenges - The company continues to face operational challenges due to the COVID-19 pandemic, impacting the launch and sales of its products [147]. Technological Advancements - The company acquired NexGenAI Affiliates Network Platform, enhancing its capabilities in AI-powered marketing and digital services [164][165]. - The company plans to utilize proprietary automation technologies to streamline client outreach and digital marketing operations [166].

Revenue Performance - Revenue for Q1 2025 was $6.8 million, a 1% increase compared to Q1 2024[6] - International revenue grew 8% in Q1 2025, now accounting for 36% of total revenue[5] - Equipment revenue for Q1 2025 was $2.1 million, up 1.4% from the previous year[6] - Average net revenue per domestic XTRAC® system increased to $4,776, a 3% year-over-year growth[6] Profitability and Loss - Gross margin improved to 53.5%, up 790 basis points from 45.6% in the prior year[6] - Adjusted EBITDA improved by $732 thousand to negative $547 thousand compared to negative $1.3 million in the prior year[6] - Net loss for Q1 2025 was $2.4 million, or EPS of negative $0.58, an improvement from a net loss of $3.4 million in Q1 2024[8] - Net loss for the three months ended March 31, 2025, was $2,432 million, an improvement from a net loss of $3,368 million in the same period of 2024[28] Operating Expenses - Operating expenses decreased by 5% to $5.7 million, with engineering & product development down 60%[8] - Cash flows from operating activities resulted in a net cash outflow of $550 million, compared to a net cash outflow of $804 million in the prior year[28] - Depreciation and amortization expenses were $1,220 million, slightly down from $1,249 million in the previous year[28] Cash and Liquidity - Total cash at the end of Q1 2025 was $7.8 million[9] - Cash, cash equivalents, and restricted cash at the end of the period totaled $7,846 million, up from $6,571 million at the end of the same period in 2024[28] - The net decrease in cash, cash equivalents, and restricted cash was $749 million, compared to a decrease of $1,547 million in the prior year[28] - Cash paid for interest during the year was $450 million, down from $480 million in the previous year[28] Inventory and Receivables - Inventory write-off was recorded at $0 million, a significant decrease from $141 million in the prior year[28] - Accounts receivable decreased by $590 million, from $726 million in 2024 to $136 million in 2025[28] Strategic Initiatives - Direct-to-consumer strategy drove 32% and 128% increases in unique Psoriasis and Acne patients, respectively[4] - The company made a purchase of property and equipment totaling $199 million, a decrease from $725 million in the same period last year[28] - Operating lease right-of-use assets obtained in exchange for operating lease were $0 million, down from $977 million in the previous year[28]

Financial Performance - Net revenues for Q1 2025 increased by 42.5% to $20.1 million compared to $14.1 million in Q1 2024, driven by a $2.7 million increase in total ARK sales and a $1.3 million increase in ARK Mobile sales[8] - Bookings for Q1 2025 rose by 13.6% to $22.2 million from $19.6 million in Q1 2024, attributed to the release of ARK: Survival Ascended DLC and other titles[10] - Revenues for Q1 2025 reached $20,110,872, a 42.5% increase from $14,115,729 in Q1 2024[25] - Gross profit for Q1 2025 was $5,847,527, compared to $2,074,031 in Q1 2024, reflecting a significant improvement[25] - The company reported a gross margin of 29.1% for Q1 2025, up from 14.7% in Q1 2024[25] User Engagement - Daily active users for the ARK franchise increased by approximately 16% to 243,000 on Steam and Epic platforms compared to the same period in 2024[7] - Average daily active users for ARK Mobile totaled 143,976 during the three months ended March 31, 2025[6] - ARK: Ultimate Mobile Edition surpassed 4.8 million downloads as of March 31, 2025, indicating strong momentum since its launch[6] Expenses and Losses - The net loss for Q1 2025 was $(1.9) million, slightly higher than $(1.8) million in Q1 2024, due to increased costs in revenues and operating expenses[9] - EBITDA for Q1 2025 was $(3.2) million, compared to $(1.9) million in Q1 2024, reflecting increased operating costs[11] - Total operating expenses increased to $9,948,365 in Q1 2025 from $4,281,930 in Q1 2024, primarily due to higher general and administrative and R&D costs[25] - The company reported a net loss of $1,946,963 for Q1 2025, compared to a net loss of $1,780,458 in Q1 2024, indicating an increase in losses of approximately 9.4% year-over-year[28] Cash Flow and Assets - As of March 31, 2025, unrestricted cash was $9.4 million, up from $7.3 million as of December 31, 2024[12] - Cash and cash equivalents increased to $9,359,116 as of March 31, 2025, up from $7,303,944 at the end of 2024[22] - Total assets grew to $64,497,227 as of March 31, 2025, compared to $62,193,364 at the end of 2024[22] - Cash and cash equivalents at the end of Q1 2025 were $10,294,116, down from $17,186,039 at the end of Q1 2024, reflecting a decrease of 40.2%[28] Financing and Investments - The company generated $3,137,454 in net cash from financing activities in Q1 2025, a turnaround from a net cash used of $5,886,281 in Q1 2024[28] - The company incurred net cash used in investing activities of $1,879,002, primarily due to software acquisitions totaling $1,702,000[28] - Deferred revenue increased by $2,138,026 in Q1 2025, compared to a decrease of $4,723,462 in Q1 2024, indicating a positive shift in revenue recognition[28] Strategic Initiatives - The company signed a Memorandum of Understanding with Mega Matrix Inc. for the joint development of at least 10 short dramas, enhancing its content portfolio[5] - The company plans to expand its global reach and invest in scalable growth while commemorating the 10-year anniversary of ARK: Survival Evolved[7] Other Financial Metrics - The weighted-average shares used to compute basic loss per share for Class A common stockholders increased to 8,442,025 in Q1 2025 from 7,957,031 in Q1 2024[26] - The company recorded a total comprehensive loss of $1,891,708 for Q1 2025, compared to $1,799,755 in Q1 2024[25] - Interest paid during the period was $97,260, down from $171,101 in the previous year, showing a reduction of approximately 43.1%[29] - The company converted liabilities of $323,113 to equity during the period, reflecting ongoing efforts to strengthen its balance sheet[29] - The fair value of notes recorded in accumulated other comprehensive income increased by $22,023, indicating potential gains in financial instruments[29]

Revenue Performance - Revenue for the three months ended March 31, 2025, increased by $2.5 million, or 8.0%, to $33.2 million compared to $30.8 million for the same period in 2024[160] - Revenue from sales of sanitaryware decreased by 1.7% to $20.2 million, representing 60.7% of total revenue for the three months ended March 31, 2025[163] - Revenue from sales of other products increased by 135.7% to $3.3 million, driven by growth in custom kitchen cabinetry[166] - Revenue from the United States market was $21.2 million, representing a consistent 63.7% of total revenue for the three months ended March 31, 2025[167] - Revenue for the three months ended March 31, 2025, was $33.2 million, compared to $30.8 million for the same period in 2024, reflecting growth in new product lines[203] Profitability and Loss - The company incurred a net loss of $0.8 million for the three months ended March 31, 2025, compared to a net loss of $0.5 million for the same period in 2024[176] - The adjusted operating loss for the three months ended March 31, 2025, was $1.3 million, with adjusted operating margins at -3.8%[203] Expenses - Selling and distribution expenses rose by $1.0 million, or 16.8%, to $7.2 million, driven by expanded marketing efforts and higher personnel-related expenses[171] - General and administrative expenses increased by $0.4 million, or 18.3%, to $2.7 million, primarily due to inflationary pressures[172] - The company has implemented cost control initiatives across multiple departments to lower recurring operating expenses[188] Liquidity and Cash Management - Total liquidity as of March 31, 2025, was $14.3 million, providing sufficient financial flexibility for organic growth strategies[156] - Net cash used in operating activities was approximately $1.7 million for the three months ended March 31, 2025, a significant improvement from $8.0 million in the same period of 2024[192] - The company had approximately $1.2 million in cash and cash equivalents as of March 31, 2025, with $13.2 million outstanding under its credit facilities[177] - The company expects to improve liquidity and reduce its cost structure following the termination of a warehouse lease, which will lower ongoing fixed overhead expenses[179] Inventory and Working Capital - The company recorded a decrease in inventory by $1.4 million and a decrease in accounts receivable by $0.8 million, indicating improved working capital management[192] Strategic Initiatives - The company has entered into a 5-year licensing agreement for an industry-leading overflow toilet technology, expected to enhance product offerings[156] - The company is in discussions with lenders regarding covenant breaches related to its debt coverage ratio as of March 31, 2025[178] - Borrowings under the East West Bank credit facility amounted to $10.7 million as of March 31, 2025, up from $9.6 million at the end of 2024[184]

Financial Performance - Proficient's total operating revenue for the three months ended March 31, 2025, was $95,206,021, a significant increase from $27,826,592 for the same period in 2024[17] - The net loss for Proficient for the three months ended March 31, 2025, was $3,191,685, compared to a net income of $1,184,632 for the same period in 2024[17] - Proficient's operating loss for the three months ended March 31, 2025, was $(2,362,506), compared to an operating income of $2,025,900 for the same period in 2024[17] - The company reported a loss per share of $(0.12) for the three months ended March 31, 2025[17] - For the three months ended March 31, 2025, the net loss was $3,191,685 compared to a net income of $1,184,632 for the same period in 2024[24] - Total operating revenue for the three months ended March 31, 2025, was $95,206,000, a decrease of 6.1% from $102,345,000 in the same period of 2024[63] - The company reported a total operating loss of $2,363,000 for the three months ended March 31, 2025, compared to an operating income of $6,062,000 in the prior year[63] Cash and Assets - Cash and cash equivalents decreased to $10,910,825 as of March 31, 2025, down from $15,398,714 as of December 31, 2024[15] - Accounts receivable increased to $47,161,777 as of March 31, 2025, compared to $37,394,656 as of December 31, 2024[15] - Total current assets rose to $69,269,300 as of March 31, 2025, from $67,687,442 as of December 31, 2024[15] - Cash flows provided by operating activities were $1,633,024, a significant increase from a cash outflow of $382,135 in the prior year[24] - Cash and cash equivalents at the end of the period were $10,910,825, down from $15,398,714 at the beginning of the period[24] - The company reported cash paid for interest was $1,558,106 during the period, highlighting its financing costs[24] Liabilities and Debt - Total liabilities decreased slightly to $169,300,048 as of March 31, 2025, from $170,107,421 as of December 31, 2024[15] - Total long-term debt decreased to $52,953,684 as of March 31, 2025, from $56,336,911 at the end of 2024[73] - The company had $8,000,000 outstanding on its revolving line of credit as of March 31, 2025, with $12,000,000 available to be drawn[72] - Future maturities of long-term debt for the year ending December 31, 2025, are projected to be $14,516,189[74] Acquisitions and Growth Strategy - The company completed its IPO on May 13, 2024, and acquired five operating businesses as part of its growth strategy[29] - Subsequent to the IPO, the company acquired Auto Transport Group for approximately $28.9 million and Utah Truck & Trailer Repair for $4.5 million, expanding its geographic presence[30] - Proficient Auto Logistics, Inc. completed the acquisition of five operating businesses, including Delta, Deluxe, Sierra, Proficient Transport, and Tribeca, on May 13, 2024, concurrent with its IPO[48] - The total purchase price for all acquisitions recognized was $289,275,386, with cash consideration of $183,448,307 and stock consideration of $102,731,965[58] - The acquisition of Auto Transport Group resulted in a total purchase price of $49,480,431, with cash consideration of $28,938,295 and stock consideration of $20,542,136[59] - The company is focused on expanding its market presence through strategic acquisitions and enhancing operational capabilities[48] Goodwill and Intangible Assets - The acquisition of Delta resulted in recognized goodwill of $27,558,000[50] - The acquisition of Deluxe resulted in recognized goodwill of $34,555,987[52] - The acquisition of Proficient Transport resulted in recognized goodwill of $58,332,452[53] - Goodwill from the acquisitions totaled $141,946,652, primarily due to expected synergies and workforce value[58] - The total balance of goodwill increased to $170,900,127 from $169,056,675 as of December 31, 2024, reflecting adjustments of $1,843,452[64] - The company recognized intangible assets totaling $114,900,000 across various acquisitions, including customer relationships and trade names[58] Operational Segments - The company’s CODM includes the CEO, CFO, and COO, who evaluate performance based on operational results from services provided by Company Drivers and Subhaulers[44] - The company’s operating segments include Drivers and Subhaulers, with the latter focusing on an asset-light model for transportation services[93] - For the three months ended March 31, 2025, total revenue was $95,206,021, with segment revenue from Drivers at $32,674,418 and Subhaulers at $62,531,603[94] Legal and Compliance Matters - Sierra Mountain Group, Inc. reached a settlement agreement for approximately $4,000,000 related to the misclassification of independent contractors, with final approval for $3,947,725 granted by the court[104] - Deluxe Auto Carriers, Inc. is evaluating a class action claim regarding unpaid meal and rest periods, with potential liabilities included in accrued liabilities as of December 31, 2024[105] - Deluxe Auto Carriers, Inc. was delinquent in its filings with the Department of Labor for Retirement Plan Information Returns from 2019 to 2022, but all filings were completed by December 31, 2024[106]

Spruce Power Reports First Quarter 2025 Results DENVER, COLORADO (May 14, 2025) – Spruce Power Holding Corporation (NYSE: SPRU) ("Spruce" or the "Company"), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the first quarter ended March 31, 2025. First Quarter 2025 Business Highlights Management Commentary and Outlook Spruce Power Chief Executive Officer Chris Hayes commented, "Our results reflected the positive impact of last year ...

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 Commission File Number: 001-36366 Fundamental Global Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 46-111 ...