PART I – FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited statements show a wider net loss and asset growth driven by real estate investments under construction [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) Financials reveal increased assets and liabilities, with a net loss doubling due to higher property and interest expenses Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$537,351** | **$517,591** | | Real estate, net | $505,722 | $485,276 | | Cash and cash equivalents | $22,953 | $24,737 | | **Total Liabilities** | **$241,647** | **$213,534** | | Debt, net | $203,321 | $177,017 | | **Total members' capital** | **$295,704** | **$304,057** | Consolidated Statement of Operations Highlights (in thousands) | Account | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Rental revenue | $1,739 | $337 | | Total expenses | $10,595 | $4,433 | | *Interest expense* | *$4,358* | *$721* | | **Net loss** | **($8,623)** | **($3,981)** | | **Net loss per unit** | **($2.35)** | **($1.10)** | Consolidated Statement of Cash Flows Highlights (in thousands) | Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($6,618) | ($6,628) | | Net cash used in investing activities | ($20,629) | ($37,865) | | Net cash provided by financing activities | $25,922 | $63,084 | | **Net (decrease) increase in cash** | **($1,325)** | **$18,591** | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the company's business focus, public offerings, debt covenants, and a significant legal proceeding - The company's business is focused on identifying, acquiring, developing, and managing commercial real estate within "qualified opportunity zones" and is externally managed by Belpointe PREP Manager, LLC[24](index=24&type=chunk)[25](index=25&type=chunk) - The company is conducting a continuous "at the market" offering of up to **$750 million** in Class A units and has raised aggregate gross proceeds of **$357.6 million** from its public offerings[27](index=27&type=chunk)[29](index=29&type=chunk) - The company is subject to financial covenants, including maintaining liquid assets of no less than **$20.0 million** and a net worth of no less than **$130.0 million**, and was in compliance[84](index=84&type=chunk) - The company is a defendant in a lawsuit concerning a fraudulent **$3.0 million** loan and is vigorously defending the matter[107](index=107&type=chunk)[108](index=108&type=chunk)[110](index=110&type=chunk) Related Party Fees & Reimbursements (Q1 2025, in thousands) | Type | Amount | | :--- | :--- | | Costs incurred by Manager (G&A) | $747 | | Management fees (Property Exp.) | $825 | | Insurance | $122 | | Director compensation | $20 | | **Total Operating** | **$1,714** | | **Total Capitalized** | **$1,711** | Debt Summary (as of March 31, 2025, in thousands) | Loan | Type | Interest Rate | Maturity | Carrying Value | | :--- | :--- | :--- | :--- | :--- | | 1991 Main Mezzanine Loan | Fixed | 13.00% | May 2027 | $47,784 | | 900 8th Land Loan | Fixed | 9.50% | June 2025 | $10,000 | | 1991 Main Construction Loan | Variable | SOFR + 3.45% | May 2027 | $103,056 | | 1000 First Construction Loan | Variable | SOFR + 3.80% | June 2027 | $47,983 | | **Total Debt (Gross)** | | | | **$208,823** | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses its investment portfolio, development progress, and operational results, confirming sufficient liquidity [Our Investments](index=30&type=section&id=Our%20Investments) The investment portfolio is concentrated in qualified opportunity zones, with two major mixed-use projects underway - **Aster & Links (Sarasota, FL):** A major mixed-use development with 424 luxury residential units and retail space, which has substantially completed construction and begun lease-up[130](index=130&type=chunk)[131](index=131&type=chunk) - **Viv (St. Petersburg, FL):** A development with 269 apartment homes, which was **84% complete** as of March 31, 2025, with expected completion in H2 2025[140](index=140&type=chunk)[141](index=141&type=chunk) - **Financing for Key Projects:** The company has secured a **$130.0M** construction loan and a **$56.4M** mezzanine loan for Aster & Links, and a **$104.0M** construction loan for Viv[135](index=135&type=chunk)[137](index=137&type=chunk)[146](index=146&type=chunk) - The company holds a significant portfolio in Nashville, TN, including 3.2 acres approved for mixed-use and other parcels rezoned for high-density development[155](index=155&type=chunk)[157](index=157&type=chunk)[161](index=161&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) The quarterly net loss widened due to increased interest and depreciation as a key project became operational - Interest expense increased to **$4.4 million** in Q1 2025 from $0.7 million in Q1 2024, primarily due to no longer capitalizing interest on a major project[174](index=174&type=chunk) - Depreciation and amortization increased by **$1.6 million** year-over-year due to placing fixed assets in service at the Aster & Links project[176](index=176&type=chunk) Segment Net Operating Income (NOI) (in thousands) | Segment | Q1 2025 NOI | Q1 2024 NOI | Change | | :--- | :--- | :--- | :--- | | Commercial | ($59) | $63 | ($122) | | Mixed-use | ($81) | ($302) | $221 | | **Total Segment NOI** | **($140)** | **($239)** | **$99** | [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) The company outlines its liquidity sources, capital commitments, and leverage targets, affirming near-term sufficiency - As of March 31, 2025, the company had unfunded capital commitments totaling **$8.6 million** for the Aster & Links project and **$34.1 million** for the Viv project[184](index=184&type=chunk)[185](index=185&type=chunk) - The company's targeted aggregate property-level leverage, after acquiring a substantial stabilized portfolio, is between **50-70%** of the greater of cost or fair market value[188](index=188&type=chunk) - Management believes that current resources will be sufficient to meet liquidity and capital requirements for the next **12 months**[182](index=182&type=chunk) Cash Flow Summary (Q1 2025 vs Q1 2024, in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($6,618) | ($6,628) | | Net cash used in investing activities | ($20,629) | ($37,865) | | Net cash provided by financing activities | $25,922 | $63,084 | | **Net Change in Cash** | **($1,325)** | **$18,591** | [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide information for this item - As a smaller reporting company, the registrant is not required to provide the information required by this Item[195](index=195&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were deemed effective, with no material changes to internal controls during the quarter - Management concluded that the company's disclosure controls and procedures were **effective** as of the end of the period covered by the report[196](index=196&type=chunk) - **No material changes** to the company's internal control over financial reporting occurred during the first quarter of 2025[196](index=196&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is defending a lawsuit related to a fraudulent loan obtained against one of its properties - The company is involved in litigation with The Galinn Fund LLC over a **$3.0 million** loan secured by a company property, which it alleges was obtained fraudulently by a former affiliate[199](index=199&type=chunk)[200](index=200&type=chunk) - The company maintains that the loan resulted from the former affiliate's fraud and the lender's negligence, disputes any liability, and is **vigorously defending the case**[201](index=201&type=chunk)[202](index=202&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were reported for the period - There have been **no material changes** to the risk factors disclosed in the company's Annual Report for the year ended December 31, 2024[203](index=203&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details the use of proceeds from its registered public offerings, primarily for real estate development - During Q1 2025, the company sold 4,215 Class A units through its registered public offerings for aggregate gross proceeds of **$270,013**[211](index=211&type=chunk) - Direct or indirect payments from offering proceeds to directors, officers, and affiliates totaled **$10.0 million** for development and **$9.6 million** for working capital[214](index=214&type=chunk)[215](index=215&type=chunk) Use of Net Offering Proceeds (as of March 31, 2025, in thousands) | Use of Proceeds | Amount | | :--- | :--- | | Purchases and development of real estate | $180,594 | | Funding of loans receivable | $34,955 | | Working capital | $21,301 | | **Total Used** | **$236,850** | [Other Items (Items 3, 4, 5)](index=43&type=section&id=Other%20Items%20(Items%203%2C%204%2C%205)) No defaults, mine safety issues, or other material information were reported for the quarter - Item 3 (Defaults Upon Senior Securities), Item 4 (Mine Safety Disclosures), and Item 5 (Other Information) are all noted as **"Not Applicable"** or have no information to report[217](index=217&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk)

Exhibit 99.2 SIGMA LITHIUM CORPORATION UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2025 AND 2024 The accompanying unaudited condensed interim consolidated financial statements of Sigma Lithium Corporation (the "Company") are the responsibility of management and have been approved by the Company's Board of Directors (the "Board"). (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS) Summary Description Page MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL R ...

IPO and Financing - The company completed its IPO in March 2025, issuing 37,500,000 shares at $40.00 per share, raising $1.4 billion in net proceeds[182]. - The company completed its IPO in March 2025, issuing 36,590,000 shares at $40.00 per share, resulting in net proceeds of $1.4 billion[216]. - The company entered into a $1.0 billion term loan facility on December 16, 2024, consisting of a $229 million secured facility and a $771 million unsecured facility, with the full amount borrowed on the same day[231]. - The Revolving Credit Facility was increased to $1.5 billion as of May 2, 2025, with $589 million of remaining capacity available[220]. - As of March 31, 2025, the company had $1.0 billion outstanding under the 2024 Term Loan Facility, which was fully repaid on April 11, 2025, using proceeds from the IPO[232]. Revenue and Growth - Revenue for Q1 2025 was $981.6 million, a 420% increase from $188.7 million in Q1 2024, driven by demand from existing and new customers[201]. - The company expects continued growth in revenue and operating expenses as it scales its operations and expands its customer base[188]. Expenses and Losses - Cost of revenue increased by $203.2 million, or 343%, to $262.4 million in Q1 2025, primarily due to higher data center operating costs[202]. - Technology and infrastructure expenses rose by $468.5 million, or 504%, to $561.4 million in Q1 2025, largely due to increased depreciation and personnel costs[205]. - Sales and marketing expenses increased by $6.5 million, or 160%, to $10.5 million in Q1 2025, reflecting higher personnel costs to drive customer demand[206]. - General and administrative expenses for Q1 2025 increased by $159 million, or 1,014%, compared to Q1 2024, primarily due to a $132 million rise in personnel-related expenses and $119 million in stock-based compensation[207]. - The net loss for Q1 2025 was $314.6 million, compared to a net loss of $129.2 million in Q1 2024[198]. - Operating expenses as a percentage of revenue increased to 103% in Q1 2025 from 91% in Q1 2024[200]. Cash Flow and Liquidity - Total liquidity as of March 31, 2025, was $5.38 billion, including $1.28 billion in cash and cash equivalents and $4.10 billion available under existing facilities[219]. - Net cash provided by operating activities was $61 million for the three months ended March 31, 2025, a significant decrease from $2.0 billion for the same period in 2024[235]. - Net cash used in investing activities was approximately $1.4 billion for the three months ended March 31, 2025, compared to $1.8 billion for the same period in 2024[236]. - Net cash provided by financing activities was $1.9 billion for the three months ended March 31, 2025, up from $919 million for the same period in 2024, driven by IPO proceeds and debt issuances[237]. - The company had cash and cash equivalents and marketable securities of $1.3 billion as of March 31, 2025, along with $1.2 billion of restricted cash related to collateralized loan facilities[242]. Interest and Taxation - Interest expense, net for Q1 2025 rose by $223 million, or 549%, compared to Q1 2024, attributed to increased borrowing levels and total debt obligations[210]. - Provision for income taxes for Q1 2025 increased by $31 million, or 199%, compared to Q1 2024, reflecting an increase in pre-tax income excluding nondeductible losses[212]. Other Financial Metrics - Gain on fair value adjustments for Q1 2025 improved by $124 million compared to Q1 2024, driven by a decrease in the valuation of derivatives and warrants[209]. - Other income (expense), net for Q1 2025 changed unfavorably by $12 million compared to Q1 2024, mainly due to foreign exchange losses of approximately $17 million[211]. Risks and Economic Factors - The company is exposed to foreign currency risks due to international revenue and expenses denominated in currencies other than the U.S. dollar, including the British pound, Euro, and Swedish krona[245]. - Inflation has not had a material effect on the company's financial condition, but rising personnel-related costs could impact profitability if not offset by price increases[247].

PART I. FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for Q1 2025, reporting **$3.4 million** revenue, a **$34.9 million** net loss, and **$114.5 million** total assets, alongside key disclosures [Condensed Consolidated Financial Statements](index=4&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The company reported Q1 2025 revenue of **$3.4 million** and a net loss of **$34.9 million**, with total assets decreasing to **$114.5 million** and **$30.8 million** net cash used in operations Condensed Consolidated Balance Sheet Data (in thousands) | Account | March 31, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Cash and cash equivalents | $21,211 | $28,864 | | Marketable securities | $59,785 | $83,143 | | Total current assets | $91,780 | $123,300 | | Total assets | $114,549 | $147,489 | | Total current liabilities | $31,904 | $39,159 | | Total liabilities | $45,737 | $48,137 | | Total stockholders' equity | $68,812 | $99,352 | Condensed Consolidated Statements of Operations (in thousands, except per share data) | Account | Three Months Ended March 31, 2025 (USD) | Three Months Ended March 31, 2024 (USD) | | :--- | :--- | :--- | | Revenue | $3,368 | $2,107 | | Gross profit (loss) | $310 | $(1,392) | | Operating loss | $(30,418) | $(37,344) | | Net loss | $(34,867) | $(35,326) | | Net loss per share, basic and diluted | $(0.64) | $(0.67) | Condensed Consolidated Statements of Cash Flows (in thousands) | Account | Three Months Ended March 31, 2025 (USD) | Three Months Ended March 31, 2024 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | $(30,792) | $(30,962) | | Net cash provided by investing activities | $23,322 | $22,036 | | Net cash provided by (used in) financing activities | $(183) | $(16) | | Net decrease in cash and cash equivalents | $(7,653) | $(8,942) | | Ending cash and cash equivalents | $21,211 | $29,605 | [Notes to the Condensed Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements) These notes detail accounting policies, a 1-for-5 reverse stock split, liquidity assertions including **$81.0 million** in cash and a **$125 million** equity agreement, revenue concentration, a **$14.0 million** litigation accrual, and a subsequent **$32.5 million** private placement - The company designs 4D LiDAR-on-chip technology; management believes existing cash, marketable securities (**$81.0M** total), and a Standby Equity Purchase Agreement will fund operations for at least 12 months, despite an accumulated deficit of **$646.7 million**[27](index=27&type=chunk)[35](index=35&type=chunk) - In March 2024, the company completed a **1-for-5 reverse stock split**; all historical share and per-share data have been retroactively adjusted[32](index=32&type=chunk) Revenue by Geography (in thousands) | Region | Q1 2025 Revenue (USD) | % of Revenue | | :--- | :--- | :--- | | North America | $3,157 | 94% | | EMEA | $52 | 2% | | Asia | $159 | 5% | | **Total** | **$3,368** | **100%** | - Revenue is highly concentrated, with two customers accounting for **59%** and **19%** of total revenue for the three months ended March 31, 2025[43](index=43&type=chunk) - The company has a Standby Equity Purchase Agreement with Sylebra, providing the right to sell up to **$125 million** of preferred stock; all conditions to request an advance were met as of March 31, 2025[56](index=56&type=chunk)[59](index=59&type=chunk) - A settlement for the Delaware Stockholder Litigation resulted in an accrued liability of **$14.0 million**, with an expected insurance recovery of **$2.5 million**[86](index=86&type=chunk) - Subsequent to quarter-end, on May 13, 2025, the company agreed to sell **3,509,719** shares of common stock in a private placement for aggregate gross proceeds of approximately **$32.5 million**[93](index=93&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This MD&A details Q1 2025 financial performance, showing **60%** revenue growth to **$3.4 million**, a **15%** decrease in operating expenses to **$30.7 million**, and a reduced operating loss, supported by **$81.0 million** in liquidity and a **$125 million** equity facility [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Q1 2025 revenue increased **60%** to **$3.4 million**, gross profit turned positive, and total operating expenses decreased **15%** to **$30.7 million**, narrowing the operating loss by **19%** to **$30.4 million** Comparison of Results of Operations (in thousands) | Metric | Q1 2025 (USD) | Q1 2024 (USD) | Change ($) (USD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $3,368 | $2,107 | $1,261 | 60% | | Gross Profit (Loss) | $310 | $(1,392) | $1,702 | (122)% | | Operating Expenses | $30,728 | $35,952 | $(5,224) | (15)% | | Loss from Operations | $(30,418) | $(37,344) | $6,926 | (19)% | | Net Loss | $(34,867) | $(35,326) | $459 | (1)% | - The **$1.3 million (60%)** increase in revenue was primarily due to an increase in the total number of units sold and an increase in non-recurring engineering revenue[119](index=119&type=chunk) - Research and development expenses decreased by **$3.4 million (14%)** due to lower payroll, stock-based compensation, and material expenses[121](index=121&type=chunk) - General and administrative expenses decreased by **$1.2 million (14%)** due to lower payroll, professional fees, and legal fees[122](index=122&type=chunk) - Other expense increased by **$5.0 million**, primarily due to an increase in the fair value of Series A warrant liabilities[125](index=125&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, the company held **$81.0 million** in cash and marketable securities, and with access to a **$125 million** equity facility, management believes liquidity is sufficient for at least 12 months, despite **$30.8 million** cash used in operations - As of March 31, 2025, the company had cash, cash equivalents, and marketable securities totaling **$81.0 million**[129](index=129&type=chunk) - The company has a Standby Equity Purchase Agreement allowing it to sell up to **$125.0 million** of preferred stock to Sylebra until November 2026; conditions to draw from this facility were met as of March 31, 2025[127](index=127&type=chunk)[129](index=129&type=chunk) - Management believes that current liquidity, including the financing facility, will be sufficient to fund operating and capital expenditures for at least **12 months** from the report's issuance date[129](index=129&type=chunk) Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2025 (USD) | Three Months Ended March 31, 2024 (USD) | | :--- | :--- | :--- | | Cash used in operating activities | $(30,792) | $(30,962) | | Cash provided by investing activities | $23,322 | $22,036 | | Cash provided by (used in) financing activities | $(183) | $(16) | [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk exposure stems from interest rate fluctuations affecting cash and marketable securities, with no material changes reported since the 2024 Form 10-K filing - The company's primary market risk exposure is from **interest rate fluctuations**[138](index=138&type=chunk) - No material changes to market risk exposure were reported since the last annual report (**2024 Form 10-K**)[138](index=138&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting identified - Based on an evaluation as of March 31, 2025, the CEO and CFO concluded that the company's disclosure controls and procedures were **effective**[139](index=139&type=chunk) - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[140](index=140&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company refers to Note 15 for legal proceedings, detailing a **$14.0 million** settlement for the Delaware Stockholder Litigation with an expected **$2.5 million** insurance recovery - For details on legal proceedings, the report refers to **Note 15** of the Condensed Consolidated Financial Statements[144](index=144&type=chunk) - Note 15 discloses a **$14.0 million** settlement for the Delaware Stockholder Litigation, for which the company has accrued a liability and expects a **$2.5 million** insurance recovery[86](index=86&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the company's risk factors have been reported since the filing of its Annual Report on Form **10-K** for the year ended December 31, 2024 - There have been no material changes to the company's risk factors since the **2024 Form 10-K** was filed[145](index=145&type=chunk) [Other Items (Items 2, 3, 4, 5)](index=35&type=section&id=Other%20Items%20(Items%202,%203,%204,%205)) The company reported no unregistered equity sales, no defaults on senior securities, no mine safety disclosures, and no Section 16 trading plan changes during the quarter - The company reported no unregistered sales of equity securities or use of proceeds during the quarter[146](index=146&type=chunk) - No defaults upon senior securities were reported[147](index=147&type=chunk) - No directors or officers adopted, modified, or terminated a **Rule 10b5-1** trading arrangement during the quarter[149](index=149&type=chunk)

Economic Overview - As of 2023, Latin America and the Caribbean had a combined estimated total GDP of US$7.1 trillion, with an average GDP per capita of US$10,797 and average real growth of nearly 2.8% per annum over the past 50 years [600]. - Chile's GDP was estimated at US$301 billion in 2023, with exports of goods and services accounting for approximately one-third of its economy [602]. - Inflation in Chile reached 12.8% in 2022, but decreased to 3.9% by the end of 2023 [602]. Currency Exchange Rates - The real/U.S. dollar exchange rate was R$4.841 per US$1.00 on December 31, 2023, reflecting a 7.2% appreciation of the real against the U.S. dollar during 2023 [601]. - In 2024, the real depreciated 21.8% to R$6.192 per US$1.00 on December 31, 2024 [601]. Revenue and Income - Net revenue from services for 2024 was $374.2 million, an increase of $46.6 million or 14.2% from $327.6 million in 2023 [629]. - Net revenues from services in 2023 amounted to US$327.6 million, an increase of US$68.7 million, or 26.5%, from US$258.9 million in 2022 [645]. - Revenue from management fees increased by $41 million in 2024, contributing to the overall growth in net revenue from services [629]. - Performance fees decreased by $12 million in 2024, reflecting the variable nature of these fees and their dependency on investment fund performance [629]. - Net income for the year decreased to $75.7 million in 2024, down $45.1 million or 37.3% from $120.8 million in 2023 [638]. - Net income for the year was US$120.8 million, an increase of US$15.6 million, or 28.4%, from US$94.1 million in 2022 [654]. Expenses - Personnel expenses rose to $111.7 million in 2024, up $32.9 million or 41.8% from $78.8 million in 2023, primarily due to additional personnel from acquired businesses [630]. - Personnel expenses in 2023 were US$78.8 million, an increase of US$9.0 million, or 12.9%, from US$69.8 million in 2022 [646]. - Other expenses increased to $45.8 million in 2024, up $27.1 million from $18.7 million in 2023, driven by adjustments related to acquisitions and integration costs [633]. - Net financial expenses increased significantly to $20.6 million in 2024, up $18.9 million from $1.7 million in 2023, mainly due to higher interest expenses and unrealized losses [635]. - Income tax expense for 2024 was $10.3 million, an increase of $13.1 million from a positive balance of $2.8 million in 2023, attributed to tax rate differences in foreign subsidiaries [637]. - Amortization of intangible assets increased by $8.3 million or 37.4% from $22.4 million in 2023 to $30.7 million in 2024, due to higher values of identifiable intangible assets from acquisitions [632]. - Carried interest allocation decreased to $20.9 million in 2024, down $4.4 million or 17.4% from $25.3 million in 2023, due to lower recognized performance fee revenue [630]. Cash Flow and Financing - Cash flows provided by operating activities decreased by US$10.8 million, from US$156.7 million in 2023 to US$145.9 million in 2024 [659]. - Cash flows used in investing activities decreased by US$36.9 million, from US$62.2 million in 2023 to US$25.3 million in 2024 [661]. - As of December 31, 2024, the company had US$92.4 million in cash, cash equivalents, and short-term investments [656]. - Net cash flows from financing activities improved by US$77.9 million, decreasing from US$229.6 million used in 2023 to US$151.7 million used in 2024 [663]. - Dividends paid to shareholders were US$132.4 million in 2024, compared to US$145.1 million in 2023 and US$103.3 million in 2022 [663]. - Capital expenditures increased significantly to US$131.4 million in 2024 from US$45.2 million in 2023 and US$54.5 million in 2022 [667]. - As of December 31, 2024, the company had US$228 million in outstanding indebtedness on credit facilities, with no financial indebtedness in 2023 and 2022 [665]. - The company plans to fund future capital expenditures through operating cash flow, existing cash, and credit facilities [668]. - Financing activities included US$86.2 million for settlement of financing arrangements related to acquired businesses and US$141.3 million in SPAC shareholder redemptions [663]. Strategic Focus - The company is focused on mergers and acquisitions as part of its inorganic growth strategy, impacting future capital requirements [668]. - The company made US$14.7 million in financing arrangement settlements for acquired businesses in 2023 [664]. - The company regularly reevaluates its accounting estimates, which could lead to material differences in reported financial results [669]. Accounting and Reporting - The company follows a five-step guidance to recognize revenue in accordance with IFRS 15, which includes identifying contracts and performance obligations [609]. - Financial income is mainly composed of interest on highly liquid investments and realized and unrealized gains on long-term investments [621]. - Cybersecurity-related costs represented 21% and 24% of administrative expenses for the years ended December 31, 2024 and 2023, respectively [606]. - Deferred consideration related to the acquisition of Moneda included US$58.7 million expected to be paid to former shareholders, with US$28.7 million outstanding as of December 31, 2024 [616].

Table of Contents 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 ☐ 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 001-41529 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 98 ...

Table of Contents 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 (Exact name of registrant as specified in its charter) Cayman Islands 98-1579063 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE AC ...

Shareholder Structure and Governance - The Controlling Shareholder owns 71.5% of the total issued and outstanding Ordinary Shares, representing 84.64% of the total voting power, which may not align with the interests of other shareholders [39]. - The dual-class voting structure allows the Controlling Shareholder to exert significant control over corporate actions, which may not be beneficial to other shareholders [43]. - Conflicts of interest may arise due to overlapping business interests of directors and officers with NCH, potentially impacting decision-making [45]. - The company has implemented measures to improve corporate governance, including the appointment of independent Directors and the establishment of an audit committee [56]. Financial Reporting and Internal Controls - The company is in the process of establishing and improving internal controls over financial reporting to enhance accuracy and prevent fraud [55]. - The company is subject to internal control requirements, and failure to maintain effective internal controls may adversely affect its business and the trading price of its Class A Ordinary Shares [57]. Regulatory Environment and Risks - Key operations are based in Hong Kong, but regulatory uncertainty exists due to potential oversight from the Chinese government, which could materially impact operations and share value [58]. - Recent regulatory actions by the Chinese government may limit the company's ability to conduct business and accept foreign investments, potentially leading to a decline in share value [60]. - The SEC has highlighted risks associated with investing in companies with substantial operations in China, including difficulties in enforcing regulatory actions [88]. - The company is not currently required to obtain permissions from PRC authorities for its operations, but future changes in regulations could impose significant restrictions [67]. - The legal system in Hong Kong presents uncertainties that could limit legal protections for the company's operations and contractual rights [69]. Customer and Supplier Dependency - The company relies on one major customer, contributing approximately 71.3%, 91.4%, and 94.5% of total revenues for the years ended December 31, 2023, 2022, and 2021, respectively [102]. - The company’s two principal suppliers accounted for 100%, 93.9%, and 80.1% of total purchases for the years ended December 31, 2024, 2023, and 2022, respectively [108]. - The company does not have long-term agreements with any of its top five customers, making it vulnerable to fluctuations in demand [102]. Market and Competitive Landscape - The apparel supply chain services industry is highly competitive, with many participants leading to pricing pressure and potential loss of customers [122]. - The company may face challenges in attracting new clients who are existing customers of NCH, limiting market share expansion [42]. - The company faces intense competition in a fragmented industry, with competitors having greater resources and access to offshore manufacturing [208]. Economic and Environmental Factors - Political and trade tensions between the U.S. and China may adversely affect the company’s business operations and financial position [96]. - The company faces risks from the Uyghur Forced Labor Prevention Act, which could impact the importation of goods produced in the PRC, particularly from Xinjiang, where 84% of Chinese cotton is sourced [105]. - Global climate change and related regulatory developments could negatively impact the company's operations, particularly in regions experiencing severe weather events [137]. Sustainability and Innovation - The company has received certifications under various sustainable standards, including the Global Recycled Standard 4.0 and the Organic Content Standard 3.0, to enhance its appeal to customers [161]. - The company is committed to reducing environmental impact through recycling, clean processes, and traceable sourcing [150]. - The company has established a recycling project with a top customer to recover boiled wool waste and recycle it into new production materials [159]. - The company has successfully integrated sustainability into its business model, requiring manufacturers to use recycled materials and providing eco-friendly yarn options [164]. Operational Challenges - The company faces risks from labor disruptions at ports and suppliers, which could lead to delays in inventory deliveries and negatively affect sales [117]. - Increasing costs of raw materials and labor could adversely affect profit margins, as the company may not be able to pass on these costs to customers [119]. - Seasonal fluctuations in demand are expected, with sales of finished garment products generally highest from August to December, potentially impacting operating results [116]. Future Growth and Strategic Initiatives - The company plans to pursue acquisitions and joint ventures to diversify revenue sources and enhance market presence, although no specific targets have been identified yet [167][168]. - The company aims to strengthen its market position by enhancing design and development capabilities, focusing on sustainable materials in future product designs [163]. - The company expects continued growth in demand for its apparel services as consumers become more conscious of ethical consumerism and ESG factors [166].

Company Merger and Structure - Conduit Pharmaceuticals completed a merger with Murphy Canyon Acquisition Corp on September 22, 2023, resulting in a name change to Conduit Pharmaceuticals Inc.[163] Financial Performance - The net loss for the three months ended March 31, 2025, was $5.1 million, compared to a net loss of $3.6 million for the same period in 2024[185]. - Operating losses for the three months ended March 31, 2025, were $5.1 million, compared to $3.6 million for the same period in 2024, reflecting a year-over-year increase of approximately 42%[192]. - Total operating costs and expenses for the three months ended March 31, 2025, were $4.0 million, compared to $3.0 million for the same period in 2024[185]. - Net cash used in operating activities for the three months ended March 31, 2025, was $4.3 million, compared to $2.4 million for the same period in 2024, indicating a significant increase in cash outflow[204][205]. - Interest expense for the three months ended March 31, 2025, was $0.2 million, an increase of 48% compared to $0.1 million for the same period in 2024[191]. Research and Development - Research and development expenses increased by $1.2 million, or 923%, to approximately $1.3 million for the three months ended March 31, 2025, compared to $0.1 million for the same period in 2024[186]. - Conduit plans to leverage AI and cybernetics technology through a partnership with SARBORG Limited to enhance drug development efficiency and reduce costs[172][176]. - The company has a pending international patent application and two pending national patent applications related to its proprietary solid-form technology[180]. - AstraZeneca has licensed certain intellectual property rights to Conduit for further development of HK-4 Glucokinase activators and myeloperoxidase inhibitors[169]. - Conduit aims to pursue additional partnerships for licensing further assets that are currently deprioritized, focusing on developing clinical assets for widespread disorders[177]. Financial Needs and Projections - Cash required for working capital over the next 12 months is estimated at $12.7 million, including $1.3 million for research and development and $7.2 million for general and administrative costs[200]. - As of March 31, 2025, the company had raised $11.9 million (net of fees) out of the $23.9 million available through the Sales agreement, with an expectation to raise an additional $11.6 million over the next 12 months[201]. - The company anticipates significant cash needs for ongoing research and development and business operations, which may require additional financing through equity or debt[193]. Going Concern and Company Classification - The company has substantial doubt regarding its ability to continue as a going concern for at least 12 months from the filing date of the Quarterly Report[195]. - Conduit is classified as a smaller reporting company, with non-affiliate common stock valued at less than $250.0 million as of the last business day of the second fiscal quarter[222]. - Conduit's annual revenue is below $100.0 million for the most recently completed fiscal year, with non-affiliate common stock valued at less than $700.0 million[222]. - The company may continue to utilize scaled disclosures available to smaller reporting companies[222]. - There is no requirement for the company to disclose quantitative and qualitative market risk due to its smaller reporting company status[223]. Lease Obligations - The company has a laboratory space lease with annual rent payments of $0.1 million for the years ending December 31, 2025, and December 31, 2026[210].

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 001-41245 CONDUIT PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) | Delaware | 87-3272543 | | --- | --- ...