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, 2024 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: 001-40793 OCEAN BIOMEDICAL, INC. (Exact Name of Registrant as Specified in its Charter) | --- | --- | |------------ ...

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5. Deposits DISCOVER FINANCIAL SERVICES Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 Table of Contents Except as otherwise indicated or unless the context otherwise requires, "Discover Financial Services," "Discover," "DFS," "we," "us," "our," and "the Company" refer to Discover Financial Services and its subsidiaries. See Glossary of Acronyms, located after Part I — Item 4, for terms and abbreviations used throughout the quarterly report. We own or have rights to use the ...

Our Business Strategy Market In addition to the construction market, our products are marketed to the "Do-It-Yourself" and home improvement marketplace. The home improvement industry has fared much better after the Great Recession than the housing market. The U.S. housing stock of more than 130 million homes requires regular investment merely to offset normal depreciation. And many households that might have traded up to more desirable homes during the downturn decided instead to make improvements to their ...

Financial Performance - Total net revenue for the fiscal year ended November 3, 2024, was $51.574 billion, compared to $35.819 billion in the previous year[115] - Net income for the fiscal year ended November 3, 2024, was $5.895 billion, down from $14.082 billion in the previous year[115] - Comprehensive income for the fiscal year ended November 3, 2024, was $5.895 billion, compared to $14.343 billion the previous year[118] - Net income for the fiscal year ending October 29, 2023, was $5.895 billion[127] - Net income attributable to common stock for fiscal year 2024 was $5.895 billion, compared to $14.082 billion in fiscal year 2023[193] - Diluted net income per share for fiscal year 2024 was $1.23, down from $3.30 in fiscal year 2023[193] Tax and Financial Liabilities - The company's effective tax rate and cash tax costs are expected to increase due to U.S. tax reforms and global minimum tax implementations, with Singapore's adoption effective for fiscal year 2026[316] - Tax incentives and holidays decreased the provision for income taxes by approximately $2.261 billion and increased diluted net income per share by $0.47 for fiscal year 2024[316] - The company is subject to tax audits in various jurisdictions, including those related to the VMware Merger and Dell's consolidated group, which could materially affect tax provisions and accruals[316] - Potential tax liabilities from VMware's spin-off from Dell in November 2021 could have a material adverse effect on the company's financial condition and operating results if deemed not tax-free[316] - The company's tax incentives and holiday arrangements are subject to compliance conditions, and any changes or terminations could significantly increase corporate income taxes[316] Intellectual Property and Legal Risks - The company relies on a combination of IP rights including patents, copyrights, trademarks, and trade secrets to protect its intellectual property[312] - The company may be subject to warranty claims, product recalls, and product liability, which could significantly impact its financial condition and results of operations[313] Market Competition and Gross Margins - The company faces intense competition in its industries, which could hinder revenue growth due to rapid technological changes, aggressive pricing, and new delivery methods[310] - Competitors with greater resources, longer operating histories, and stronger market positions could adversely impact the company's market share and gross margins[310] - Gross margin is highly dependent on product mix, price erosion, and capacity utilization, with shifts in sales mix potentially leading to lower margins[310] Stock and Equity Information - As of November 29, 2024, the company had 4,687,356,156 shares of common stock outstanding[333] - The aggregate market value of voting and non-voting common equity held by non-affiliates was approximately $583.1 billion as of May 3, 2024[333] - The company completed a ten-for-one forward stock split of its common stock on July 12, 2024, retroactively adjusting all share, equity award, and per share amounts in the financial statements[131] Debt and Interest Rate Sensitivity - The company had $56.3 billion in principal amount of fixed rate senior notes outstanding as of November 3, 2024, with an estimated fair value of $51.4 billion[86] - A hypothetical 50 basis point change in market interest rates would alter the fair value of fixed rate senior notes by approximately $1.7 billion as of November 3, 2024[86] - The company had $13.6 billion of outstanding 2023 Term Loans as of November 3, 2024, with a hypothetical 100 basis point change in interest rates impacting interest expense by approximately $137 million[86] Foreign Exchange and Hedging - The company uses foreign exchange forward contracts to hedge currency exchange rate risks, with a hypothetical 10% change in rates not materially impacting financial statements[84] Financial Statements and Audits - The company's consolidated financial statements for the period ended November 3, 2024, were audited and found to present fairly in all material respects[92] Cash Flow and Liquidity - Cash and cash equivalents decreased to $9.348 billion as of November 3, 2024, from $14.189 billion the previous year[111] - Net cash provided by operating activities for fiscal year 2024 was $19.962 billion, compared to $18.085 billion in fiscal year 2023 and $16.736 billion in fiscal year 2022[122] - Cash and cash equivalents at the end of fiscal year 2024 were $9.348 billion, down from $14.189 billion at the end of fiscal year 2023 and $12.416 billion at the end of fiscal year 2022[122] - Cash paid for interest in fiscal year 2024 was $3.25 billion, compared to $1.503 billion in fiscal year 2023 and $1.386 billion in fiscal year 2022[122] - Cash paid for income taxes in fiscal year 2024 was $3.155 billion, up from $1.782 billion in fiscal year 2023 and $908 million in fiscal year 2022[122] Acquisitions and Mergers - Broadcom completed the acquisition of VMware on November 22, 2023, for $30.788 billion in cash and 544 million shares of Broadcom common stock valued at $53.398 billion[130] - Acquisitions of businesses, net of cash acquired, amounted to $25.978 billion in fiscal year 2024, a significant increase from $53 million in fiscal year 2023 and $246 million in fiscal year 2022[122] - Total assets acquired in the VMware Merger amounted to $110,922 million, with goodwill accounting for $54,206 million[160] - The fair value of net assets acquired in the VMware Merger was $79,648 million[160] - VMware contributed $12,384 million in net revenue for fiscal year 2024[160] - The EUC business was sold for $3.5 billion in fiscal year 2024[160] - Total identified intangible assets from the VMware Merger were valued at $45,572 million, with developed technology accounting for $24,156 million[162] - IPR&D from the VMware Merger was valued at $4,730 million, with VMware cloud foundation releases accounting for $790 million, $2,900 million, and $750 million respectively[164] - The acquisition of Seagate's SoC operations was completed for $600 million in April 2024[166] Research and Development - Research and development expenses increased to $9.310 billion for the fiscal year ended November 3, 2024, from $5.253 billion the previous year[115] Assets and Liabilities - Goodwill increased significantly to $97.873 billion as of November 3, 2024, from $43.653 billion the previous year[111] - Long-term debt rose to $66.295 billion as of November 3, 2024, compared to $37.621 billion the previous year[111] - Total assets grew to $165.645 billion as of November 3, 2024, from $72.861 billion the previous year[111] - Total stockholders' equity as of November 3, 2024, was $67.678 billion[127] - Goodwill balance as of November 3, 2024, increased to $97.873 billion, primarily due to the acquisition of VMware for $54.206 billion[189] - Intangible assets as of November 3, 2024, totaled $55.879 billion, with a net book value of $40.583 billion[191] Revenue Streams - Subscriptions and services revenue increased to $21.215 billion for the fiscal year ended November 3, 2024, from $7.928 billion the previous year[115] - Pro forma net revenue grew to $52,188 million in 2024 from $48,227 million in 2023[165] Amortization and Depreciation - Amortization of acquisition-related intangible assets rose to $6.023 billion for the fiscal year ended November 3, 2024, from $1.853 billion the previous year[115] - Expected amortization expense for fiscal year 2025 is $8.055 billion, with a total of $38.243 billion expected over the next five years and thereafter[191] - Depreciation expense rose to $593 million in 2024 from $502 million in 2023[179] Stock-Based Compensation and Dividends - Stock-based compensation for the fiscal year ending October 29, 2023, amounted to $5.747 billion[127] - Dividends to common stockholders for the fiscal year ending October 29, 2023, totaled $7.005 billion[127] - Repurchases of common stock for the fiscal year ending October 29, 2023, amounted to $7.176 billion[127] - Payments of dividends in fiscal year 2024 totaled $9.814 billion, up from $7.645 billion in fiscal year 2023 and $7.032 billion in fiscal year 2022[122] - Repurchases of common stock under the repurchase program amounted to $7.176 billion in fiscal year 2024, compared to $5.824 billion in fiscal year 2023 and $7 billion in fiscal year 2022[122] Inventory and Receivables - Total inventory as of November 2024 was $1,760 million, down from $1,898 million in October 2023[170] - Total trade accounts receivable sold under factoring arrangements were $5,900 million in fiscal year 2024[176] Discontinued Operations - Discontinued operations from the EUC business resulted in a net loss of $273 million in fiscal year 2024[184] Leases and Contractual Obligations - Cash paid for operating leases increased to $223 million in 2024 from $90 million in 2023[186] - ROU assets obtained in exchange for operating lease liabilities surged to $1,165 million in 2024 from $28 million in 2023[186] - Weighted-average remaining lease term for operating leases extended to 11 years in 2024 from 10 years in 2023[186] - ROU assets for operating leases rose to $1,325 million in 2024 from $463 million in 2023[188] - Total undiscounted liabilities for operating leases stood at $1,795 million in 2024[188] - Contract assets increased significantly to $4,402 million in 2024 from $955 million in 2023[154] - Contract liabilities jumped to $14,495 million in 2024 from $2,786 million in 2023[154] Property, Plant, and Equipment - Total property, plant, and equipment net value increased to $2,521 million in 2024 from $2,154 million in 2023[171] Pension Plans - Expected benefit payments for fiscal year 2025 are $99 million, with a total of $440 million expected from 2030 to 2034[200] - The U.S. qualified pension plan assets were 100% allocated to fixed income for both fiscal years 2024 and 2023[200]

● the accuracy in all material respects of the representations and warranties of the Company included in the EPA as of the Put Date; ● the registration statement that includes this prospectus (and any one or more additional registration statements filed with the SEC that include Common Shares that may be issued and sold by the Company to Selling Shareholder under the EPA) having been declared effective under the Securities Act by the SEC, and Selling Shareholder being able to utilize this prospectus (and th ...

(Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Address of principal executive offices) (Zip Code) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ If an emer ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | --- | --- | |----------------------------------------------------------------------------|---------------------------------------| | Cayman Islands | 98-1581691 | | (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | | 2021 Fillmore St., #2089, San Francisco, CA | 94115 | | --- | -- ...

Purchase Agreements and Amendments - The Company entered into a purchase agreement on December 27, 2023, where the Sponsor purchased 3,902,648 founder units for an aggregate price of $1[293] - The Company amended the purchase agreement on January 26, 2024, correcting the number of shares retained by the Original Sponsor to 665,000 Class A private placement units and 1,128,992 Class B founder units[293] Initial Business Combination - The Company plans to use substantially all remaining funds in the Trust Account, including interest earned, to complete its initial business combination[299] - The Company must complete one or more initial Business Combinations with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[312] - The Company faces potential delisting from Nasdaq if it fails to complete an initial business combination by January 27, 2025[175] Financial Obligations and Fees - The Company's Chief Financial Officer is entitled to receive a fee of $12,500 and a success fee of $50,000 contingent upon the closing of the initial business combination[300] - The Sponsor may raise up to $1,500,000 from the Investor to fund extension payments and working capital for the company[222] Fair Value Estimates - The Company estimated the fair value of Founder Shares to be $177,555 or $0.89 per share and Founder Warrants to be $17,500 or $0.10 per warrant[300] Listing and Delisting - The Company entered into an amendment to the Business Combination Agreement on December 10, 2024, to list its securities on the OTC Markets Group if delisted from Nasdaq[310] - The Company may require warrant holders to exercise warrants on a cashless basis if Class A Ordinary Shares are not listed on a national securities exchange[178] Share Issuance and Redemption - The Company has 7,062,500 Class B ordinary shares issued and outstanding as of September 30, 2024[308] - 12,433,210 Class A ordinary shares were tendered for redemption by shareholders for a total value of $134,059,215 on January 29, 2024[235] Financial Performance and Losses - The company recognized a loss of $120,592 and $241,184 on changes in the fair value of warrant liabilities for the three and nine months ended September 30, 2024, respectively[210] - Net cash used in operating activities for the nine months ended September 30, 2024 was $789,823, driven by interest and dividend income of $1,660,800 and a net loss of $861,565[213] - The company recorded a net loss of $861,565 for the nine months ended September 30, 2024, with operating and formation costs of $2,281,181 and a loss on changes in fair value of warrant liabilities of $241,184[219] Trust Account and Investments - Investments held in the Trust Account totaled $25,381,830 and $157,330,245 as of September 30, 2024 and December 31, 2023, respectively[247] - The company had $115,044 in cash held outside of the Trust Account and a working capital deficit of $2,322,226 as of September 30, 2024[222] - Net cash provided by investing activities for the nine months ended September 30, 2023 was $140,388,808, primarily due to cash withdrawn from the Trust Account to pay redeeming shareholders[220] Underwriters and Over-Allotment - The underwriters partially exercised the over-allotment option to purchase an additional 3,250,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $32,500,000[208] - The company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price[208]

Leases and Property - The company leases a kiosk and two slips at Ventura Portside Marina for USD$2,200 per month, with the lease expiring on March 31, 2027[73] - The company leases a 5,000 square feet warehouse in Miramar, Florida for USD$6,500 per month, primarily used for boat inventory storage and occasional assembly, with the lease expiring on May 31, 2025[75] - The company does not own any real property and leases only the properties mentioned above[75] - The company's right-of-use asset for the Boisbriand premises lease was nil as of August 31, 2024, compared to $1,270,955 in 2023[188] - The company's lease liability for the Boisbriand premises lease was nil as of August 31, 2024, compared to $1,395,732 in 2023[188] - The company recorded rent expense of $22,446 under the renegotiated lease for the fiscal year ended August 31, 2024[188] - The company paid $309,715 in rent to California Electric Boat Company in fiscal year 2024, compared to $381,555 in 2023 and $358,111 in 2022[186] Executive Compensation - Alexandre Mongeon, CEO, received a total compensation of USD$585,146 in 2024, with no share-based or option-based awards[94] - Xavier Montagne, CTO and COO, received a total compensation of USD$403,103 in 2024, including USD$53,638 in option-based awards[94] - Raffi Sossoyan, CFO since March 1, 2024, received a total compensation of USD$333,228 in 2024, including USD$39,698 in share-based awards and USD$23,850 in other compensation[94] - Kulwant Sandher, former CFO, received a total compensation of USD$227,768 in 2024 before resigning on February 29, 2024[94] - Patrick Bobby, former Head of Performance and Special Projects, received a total compensation of USD$245,894 in 2024 before resigning on April 16, 2024[94] - Alexandre Mongeon's executive employment agreement includes an annual base salary of USD$400,000, eligibility for a discretionary bonus of 50% to 100% of his base salary, and four weeks of paid annual vacation[96][97] - Mr. Mongeon is eligible for up to 40,000 restricted common shares if the company achieves a market capitalization of $100,000,000 for a 21-day period[101] - Mr. Mongeon can receive up to $500,000 in cash bonuses if the company achieves EBITDA of $10,000,000 in a fiscal year[101] - Mr. Sossoyan's annual base salary is $260,000 with a signing bonus of $50,000 in common shares if he remains in service for at least 12 months[102] - Mr. Sossoyan is eligible for a discretionary bonus of up to 25% of his annual base salary[102] - Mr. Montagne's annual base salary was increased to CAD$302,000 in June 2023[107] - Mr. Montagne is eligible for US$20,000 worth of restricted common shares for each patent application filed for the E-Motion™ 180e outboard electric powertrain system[115] - The company granted Mr. Montagne 100,000 options under the Share Option Plan[112] Share Options and Equity - The company's 2020 Share Option Plan allows for the issuance of up to 13,074 shares[125] - The company has 7,858 securities available for issuance upon exercise of outstanding options, with a weighted average exercise price of $657.77[124] - As of August 31, 2024, the company had 7,858 stock options outstanding under the stock option plan[130] - In May 2020, the company issued 2,478 options to purchase common shares at $499.50 per share and 815 options at $375.30 per share[131] - In November 2020, the company issued 260 options to purchase common shares at $2,199.15 per share[131] - In March 2023, the company issued 3,004 options to purchase common shares at $777.60 per share and 2,912 options at $778.95 per share[131] - In December 2023, the company issued 371 options to purchase common shares at $612.43 per share[131] - In January 2024, the company issued 371 options to purchase common shares at $138.47 per share[131] - As of December 17, 2024, directors and executive officers as a group owned 61,559 common shares, representing 2.2% of outstanding shares[152] - KPAC Holdings Ltd. owned 180,000 common shares, representing 6.3% of outstanding shares as of December 17, 2024[152] Financial Reporting and Standards - The company's financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), with estimates and assumptions based on historical experience and reasonable circumstances[77][78] - The company's consolidated financial statements for the years ended August 31, 2024, 2023, and 2022 were prepared in accordance with IFRS[190] Employee and Workforce - As of August 31, 2024, the company employed 20 full-time employees, with 13 in administration and 7 in manufacturing[147][149] Share Issuance and Offerings - The company issued 11,439 common shares and 1,465 pre-funded warrants in the January 2023 Registered Direct Offering, raising approximately US$2.3 million from the sale of 4,108 common shares and warrants[207] - In the February 2023 Registered Direct Offering, the company sold 3,520 common shares at US$568.35 per share, raising approximately US$2.0 million, and issued warrants to purchase up to 3,520 common shares[215] - The April 2023 Registered Direct Offering involved the sale of 2,826 common shares at US$568.35 per share, raising approximately US$1.6 million, with warrants issued to purchase up to 2,826 common shares[217] - In the June 2023 Registered Direct Offering, the company sold 3,659 common shares at US$546.75 per share, raising approximately US$2.0 million, and issued warrants to purchase up to 3,659 common shares[218][219] - The July 2023 Registered Direct Offering included the sale of 3,662 common shares at US$546.75 per share, raising approximately US$2.0 million, with warrants issued to purchase up to 3,662 common shares[222] - The September 2023 Private Placement involved the sale of 2,763 common shares at US$546.75 per share, raising approximately US$1.5 million, with warrants issued to purchase one common share per share sold[224] - In the December 2023 Private Placement, the company sold 3,000 Series A Convertible Preferred Shares at US$1,000 per share, raising US$3.0 million, and issued warrants to purchase up to 21,169 common shares[228] - The January 2024 Private Placement with the Government of Quebec involved the sale of 3,000 Series B Convertible Preferred Shares at US$1,000 per share, raising US$3.0 million, and issued warrants to purchase up to 21,165 common shares[230] - The company paid placement agents fees ranging from 3% to 6.5% of gross proceeds in various offerings, with additional warrants issued to placement agents in some cases[208][216][221][223][225][229] - In the September 2024 Private Placement, the company sold 377,778 common shares at US$9.00 per share, raising approximately US$3.4 million[232] - The company paid ThinkEquity LLC a cash fee of 7.5% of the gross proceeds, amounting to an unspecified total, and issued warrants to purchase 18,896 common shares at an exercise price of US$11.25 per share[233] - The company established an "at-the-market" facility with ThinkEquity LLC for the sale of up to US$11.75 million of Voting Common Shares, issuing 1,854,957 shares for a total cash consideration of US$5,484,874, less transaction costs of US$333,130[234] - The company issued warrants to ThinkEquity LLC that are exercisable six months after issuance and expire five years from the date of issuance[233] - The company's "at-the-market" facility resulted in the issuance of 1,854,957 Voting Common Shares, generating US$5,484,874 in cash consideration[234] Dividends and Shareholder Information - The company has not paid any dividends on its common shares since incorporation and does not intend to declare or pay any cash dividends in the foreseeable future[192] - The company's common shares are traded on the Nasdaq Capital Market under the symbol "VMAR"[161] - Series A Preferred Shares were limited to 6,000 shares with a stated value of $1,000 each, totaling $6 million[164] - Series B Preferred Shares were limited to 3,000 shares with a stated value of $1,000 each, totaling $3 million[171] Investment Canada Act and Foreign Investment - The Investment Canada Act requires that investments by non-Canadians to acquire control over existing Canadian businesses or to establish new ones be either reviewable or notifiable, with specific thresholds for review based on the value of acquired assets[239] - A non-Canadian acquiring a majority of the company's common shares would be considered to have acquired control under the Investment Canada Act[240] - The acquisition of less than a majority but one-third or more of the company's common shares would be presumed to be an acquisition of control unless proven otherwise[241] - For direct acquisitions by non-WTO investors, the review threshold is $5 million or more, while for WTO investors, the threshold is significantly higher, currently at $1.075 billion or $1.613 billion depending on free trade agreements[244] - The company is incorporated in Quebec, Canada, and there are no Canadian laws restricting the export or import of capital, except for withholding tax requirements on remittances to non-residents[236] - The Investment Canada Act includes provisions for national security reviews of investments by non-Canadians, with guidelines issued in 2016 outlining factors for such reviews[247] Tax and PFIC Considerations - The company does not believe it was a PFIC in the preceding taxable year and does not anticipate being a PFIC in the current or future taxable years[262] - A foreign corporation is considered a PFIC if 75% or more of its gross income is "passive income" or 50% or more of the average quarterly value of its assets produce "passive income"[262] - U.S. Holders may face adverse tax consequences if the company is classified as a PFIC during their ownership of Common Shares[262] - U.S. Holders are required to report information relating to an interest in Common Shares by attaching IRS Form 8938 with their tax return[263] - Payments of dividends and sales proceeds within the U.S. may be subject to information reporting and backup withholding unless certain conditions are met[264] - Backup withholding is not an additional tax and can be credited against the U.S. Holder's federal income tax liability[264] - The company does not intend to provide the necessary information for U.S. Holders to make a valid "qualified electing fund" election[262] - The determination of PFIC status is based on complex U.S. federal income tax rules and is not determinable until after the end of the taxable year[262] Miscellaneous - The company's documents referred to in the Annual Report can be inspected at its offices in Boisbriand, Quebec, or at the SEC's public reference facility[270] - The company does not have any defined benefit pension plans or retirement payment plans[122] - The company has supply agreements with Mac Engineering, SASU totaling approximately $4.5 million over the next two fiscal years[186] - The company sold 100% of EB Rental, Ltd. shares to EB Strategies Inc. for $1,089,302 on April 25, 2024[186]