Financial Performance - First Horizon reported net income available to common shareholders of $213 million, with an EPS of $0.41, a 41% increase from the prior quarter's EPS of $0.29[1] - Adjusted net income for the first quarter was $217 million or $0.42 per share, down from $228 million or $0.43 per share in the fourth quarter of 2024[1] - Total revenue for Q1 2025 was $812 million, reflecting an 11% increase from $729 million in Q4 2024[26] - Net income for Q1 2025 was $222 million, up 31% from $170 million in Q4 2024[26] - Diluted EPS for Q1 2025 was $0.41, representing a 41% increase compared to $0.29 in Q4 2024[26] - Adjusted net income available to common shareholders for Q1 2025 was $217 million, reflecting an 11% increase from $195 million in Q1 2024[28] - Adjusted diluted EPS for Q1 2025 was $0.42, a 20% increase from $0.35 in Q1 2024[28] Income and Expenses - Net interest income increased by $1 million to $634 million, with a net interest margin of 3.42%, up 9 basis points from the previous quarter[6] - Noninterest income rose by $82 million to $181 million, primarily due to the absence of a $91 million notable loss from the previous quarter's securities portfolio restructuring[7] - Noninterest expense decreased by $21 million to $488 million, with adjusted noninterest expense down $24 million to $482 million[8] - Total noninterest expense decreased to $488 million in Q1 2025, down 4% from $508 million in Q4 2024[26] - Adjusted total noninterest expense decreased by 5% to $482 million in Q1 2025, compared to $506 million in Q4 2024[28] Asset and Liability Management - Average loan and lease balances decreased by $773 million to $61.6 billion, while period-end balances were $62.2 billion, down $350 million from the fourth quarter[9] - Average deposits fell by $1.6 billion to $64.5 billion, with period-end deposits declining by $1.4 billion[10] - Total assets decreased by $660 million to $81.491 billion, a 1% decline from Q4 2024[37] - Total deposits fell by $1.373 billion to $64.208 billion, a 2% decrease compared to Q4 2024[37] - Loans and leases net of unearned income decreased by $350 million to $62.215 billion, a 1% decline from Q4 2024[37] Credit Quality - Provision expense for credit losses increased by $30 million to $40 million, with net charge-offs rising to $29 million, or 19 basis points[11] - Provision for credit losses increased to $40 million in Q1 2025, compared to $10 million in Q4 2024[26] - Total nonperforming loans and leases increased to $609 million in Q1 2025, up 1% from $602 million in Q4 2024 and up 21% from $505 million in Q1 2024[42] - The asset quality ratio for total nonperforming loans and leases to loans and leases was 0.98% in Q1 2025, compared to 0.96% in Q4 2024 and 0.82% in Q1 2024[42] - The allowance for loan and lease losses at the end of 1Q25 was $822 million, reflecting a 1% increase from $815 million in Q4 24[48] Capital and Ratios - The Common Equity Tier 1 (CET1) ratio was 10.9%, slightly down from the previous quarter, as $360 million of excess capital was returned to shareholders[12] - The effective tax rate for the first quarter was 22.0%, compared to 19.3% in the fourth quarter of 2024[13] - Return on average assets improved to 1.11%, a 29 basis point increase compared to Q4 2024 and a 14 basis point increase from Q1 2024[35] - Return on average common equity (ROCE) rose to 10.30%, up 292 basis points from Q4 2024 and 154 basis points from Q1 2024[35] - Adjusted ROTCE for Q1 2025 was 13.1%, slightly down from 13.3% in Q4 2024[28] Operational Efficiency - Adjusted efficiency ratio improved to 59.1% in Q1 2025, down from 60.8% in Q1 2024[28] - Efficiency ratio improved to 60.06%, down 192 basis points from Q4 2024[35] - The efficiency ratio (GAAP) improved to 60.06% in Q1 2025 from 61.98% in Q4 2024, indicating enhanced operational efficiency[69] - The adjusted efficiency ratio (Non-GAAP) improved to 59.09% in Q1 2025 from 61.43% in Q4 2024, indicating better cost management[69] Segment Performance - In the Wholesale segment, net interest income was $50 million in Q1 2025, down 8% from Q4 2024[56] - The net income for the Wholesale segment was $22 million in Q1 2025, a decrease of 17% from Q4 2024[56] - Net income for Q1 2025 was a loss of $69 million, an improvement of 52% compared to a loss of $143 million in Q4 2024[59] - Total revenues decreased by 30% to $(30) million in Q1 2025 from $(134) million in Q4 2024[59] - Noninterest income was $12 million, down from $75 million in Q4 2024, representing a decline of 84%[59]

Financial Performance - Revenue increased from RMB26,855.1 million in 2022 to RMB30,676.1 million in 2023, and is projected to reach RMB40,866.3 million in 2024[59]. - The number of Smart EVs delivered increased from 120,757 units in 2022 to 141,601 units in 2023, with a further increase to 190,068 units expected in 2024[59]. - The company incurred net losses of RMB9,139.0 million, RMB10,375.8 million, and RMB5,790.3 million for the years 2022, 2023, and 2024, respectively[89]. - Negative cash flows from operating activities were RMB8,232.4 million and RMB2,012.3 million for 2022 and 2024, respectively, with a positive cash flow of RMB956.2 million recorded in 2023[89]. - The company has been incurring losses from operations since inception and has not recorded net income since inception[90]. - The company has experienced order cancellations by customers prior to delivery, which could negatively impact sales and brand image[86]. - The company has incurred additional costs related to the delivery of new Smart EVs during the pandemic[218]. Operational Challenges - The company is subject to risks related to the effectiveness of its contractual arrangements with Group VIEs, which may not provide the same level of control as direct ownership[37]. - The company faces significant challenges as a new entrant in the industry, including managing growth effectively to avoid negative impacts on brand and financial performance[59]. - The company relies on revenues generated from a limited number of Smart EV models, which poses a risk if customer orders are canceled[51]. - The company faces challenges in ensuring the quality and reliability of its Smart EVs, which could lead to reputational damage and financial losses[75]. - The company has experienced supply shortages of key components, such as mmWave radar, which have previously affected vehicle deliveries[125]. - The company may face substantial costs and management distractions from intellectual property infringement claims[163]. Market and Competitive Landscape - XPeng Inc. faces competition for capital, technology, and skilled personnel in the EV industry, which may impact its future business development[29]. - The competitive landscape in China's passenger vehicle market is intense, with demand for EVs being cyclical and volatile[67]. - Increased competition in the Smart EV industry has led to price cuts and discounts, impacting sales prices and gross margins[68]. - The sales volume of EVs in the mid- to high-end segment in China may not grow as expected, influenced by economic and regulatory factors[70]. - The company operates in a rapidly evolving EV market, and unforeseen changes in technology or regulations may materially impact demand for its Smart EVs[138]. Regulatory and Compliance Issues - The company is subject to significant risks related to the global semiconductor shortage, which may disrupt operations and affect financial condition[87]. - Compliance with the General Data Protection Regulation (GDPR) is required as the company ships Smart EVs to Europe[109]. - The company faces potential reputational damage and legal liabilities due to data privacy concerns and regulatory compliance challenges[110]. - The U.S. government has imposed a 100% tariff on electric vehicles from China, effective September 27, 2024, significantly impacting the cost structure for exports[195]. - Recent regulatory changes by the PRC government, including the Overseas Listing Trial Measures, impose new filing requirements for overseas offerings, which could hinder the Group's ability to conduct future public offerings[228]. Research and Development - Research and development expenses for 2022, 2023, and 2024 were RMB5,214.8 million, RMB5,276.6 million, and RMB6,456.7 million, representing 19.4%, 17.2%, and 15.8% of total revenues respectively[71]. - The company has invested heavily in developing key technologies in-house, including ADAS and intelligent operating systems, to maintain competitiveness[71]. - The company expects to continue investing significantly in research and development, production capacity, and sales and service networks[89]. Supply Chain and Production - The company relies on suppliers for critical technologies such as battery cells and semiconductors, which poses risks to product performance and innovation[72]. - The company relies on single-source suppliers for semiconductor components, which poses a risk if those suppliers cannot meet demand[87]. - The company has adopted strict information security policies to protect customer data and comply with applicable laws[102]. - The company is facing potential delays in the commencement of operations at its new manufacturing base in Wuhan, which may adversely affect the production of Smart EVs[117]. Strategic Collaborations - The company has entered into collaborations, including the VW Technical Framework Agreement and the DiDi Strategic Cooperation Agreement in 2023[97]. - The company has entered into collaborations and may seek further collaborations, but timely realization of benefits is uncertain[51]. Financial Position and Capital Needs - Future capital needs may require the company to sell additional equity or debt securities, potentially diluting shareholders[51]. - The company may need additional capital resources in the future to pursue investments, acquisitions, or capital expenditures[90]. - The company completed the issuance of 94,079,255 Class A ordinary shares to the Volkswagen Group for approximately US$705.6 million on December 6, 2023[91]. Economic and Political Environment - The PRC economy has shown signs of declining growth, which could adversely impact the Group's business and financial results[223]. - Political tensions between the U.S. and China could adversely affect trade levels, investments, and technological exchanges, impacting the company's operations and financial condition[191]. - The Group's operations are primarily conducted in the PRC, significantly affecting its financial condition and results of operations due to economic, political, and legal developments in the region[221].

Financial Performance - Total revenue for Q1 2025 was $1,935 million, a decrease of 3% from Q4 2024 and a slight increase of 1% from Q1 2024[4] - Net income for Q1 2025 was $373 million, down 7% from Q4 2024 but up 12% compared to Q1 2024[4] - Basic earnings per share for Q1 2025 were $0.78, a decrease of 6% from Q4 2024 and an increase of 18% from Q1 2024[4] - Total interest income for Q1 2025 was $2,352 million, a decrease of 4% from Q4 2024 and 10% from Q1 2024[7] - Net interest income for Q1 2025 was $1,391 million, down 1% from Q4 2024 and 4% from Q1 2024[7] - Total noninterest income decreased to $544 million in Q1 2025, a decline of 5% from Q4 2024, but an increase of 5% from Q1 2024[7] - Total revenue for consumer banking was $1.490 billion, a slight decrease of 1% from $1.507 billion in Q4 2024, but a 10% increase from $1.351 billion in Q1 2024[12] - Net income for consumer banking was $336 million, down 6% from $358 million in Q4 2024, but up 24% from $272 million in Q1 2024[12] - Total revenue in commercial banking was $656 million, a 6% decrease from $696 million in Q4 2024, and an 11% decrease from $741 million in Q1 2024[14] Asset and Liability Management - Total assets as of March 31, 2025, were $220,148 million, reflecting a 1% increase from December 31, 2024[8] - Total deposits rose to $177,576 million, a 2% increase from December 31, 2024[8] - Total loans and leases decreased by $1,568 million (1%) from December 31, 2024, to $137,635 million as of March 31, 2025[9] - Total deposits increased by $2,800 million (2%) from December 31, 2024, to $177,576 million as of March 31, 2025[9] - Average interest-earning assets decreased by $1,555 million (0.79%) from the previous quarter to $195,058 million in Q1 2025[10] - Total interest-bearing liabilities decreased by $994 million (0.66%) from the previous quarter to $149,494 million in Q1 2025[10] - Total assets in the non-core segment decreased by 12% to $6.536 billion from $7.428 billion in Q4 2024, and decreased by 38% from $10.554 billion in Q1 2024[16] Capital and Equity - The CET1 capital ratio at the end of Q1 2025 was 10.6%, down from 10.8% in Q4 2024[5] - Total stockholders' equity increased to $24,866 million, a 3% rise from December 31, 2024[8] - Total tangible common equity reached $14,867 million, marking a 4% increase from December 31, 2024[8] - Common stockholders' equity increased to $22.753 billion in Q1 2025, reflecting a 3% increase from $22.141 billion in Q4 2024[24] - Total capital decreased to $23.156 billion in Q1 2025, a decline of 0.3% from $23.232 billion in Q4 2024[24] - Total allowance for credit losses decreased to $2.212 billion at the end of Q1 2025, down 2% from $2.259 billion in Q4 2024[23] Efficiency and Ratios - The efficiency ratio for Q1 2025 was 67.91%, an increase from 66.27% in Q4 2024[5] - Return on average common equity for Q1 2025 was 6.21%, a decrease of 43 basis points from Q4 2024[28] - Noninterest income as a percentage of total revenue (non-GAAP) for Q1 2025 was 28.14%, a decrease of 76 basis points from Q4 2024[28] - Dividend payout ratio increased to 54% in Q1 25 from 51% in Q4 2024, reflecting a 325 basis points increase[30] Credit Quality - The provision for credit losses in Q1 2025 was $153 million, a decrease of 6% from Q4 2024[4] - Total nonaccrual loans and leases decreased to $1,582 million, down 5% from Q4 2024[18] - Allowance for loan and lease losses to loans and leases was 1.46% as of March 31, 2025, a decrease of 2 basis points from December 31, 2024[19] - Gross charge-offs for commercial and industrial loans increased to $34 million in Q1 2025, a 143% increase compared to Q4 2024[21] - Total loans and leases 90 days or more past due and accruing decreased to $155 million, a 21% decline from Q4 2024[19] Noninterest Expenses - Noninterest expense (GAAP) for Q1 2025 was $1,314 million, a slight decrease of $2 million (0%) from Q4 2024[27] - Salaries and employee benefits (GAAP) increased by 3% to $696 million in Q1 25 compared to $674 million in Q4 2024[30]

Financial Performance - Q1 2025 net sales were $2,578 million, a decrease of 1.4% year-over-year, with organic sales growth of 2.2%[2] - Operating income increased by 31% to $254 million, with an operating margin of 9.9%, up from 7.4% in Q1 2024[4] - Earnings per share (diluted) rose by 41% to $2.14, while adjusted earnings per share increased by 37% to $2.15[4] - Net income for Q1 2025 was $167 million, a 32% increase from $127 million in Q1 2024[35] - Gross profit increased by $36 million to $478 million, with a gross margin improvement of 1.6 percentage points to 18.6%[36] - Operating income rose by $60 million to $254 million, reflecting a 31% increase year-over-year[40] - Net income attributable to controlling interest in Q1 2025 was $167 million, up from $126 million in Q1 2024, marking a 32.5% increase[63] - Autoliv's diluted earnings per share for Q1 2025 was $2.14, compared to $1.52 in Q1 2024, reflecting a 40.8% increase[63] Sales and Market Performance - Sales to domestic Chinese OEMs grew by 19%, aligning with their LVP growth, despite overall underperformance in China[10] - Organic sales growth outperformed global LVP growth by 11pp in Europe, 6.1pp in the Americas, and 5.4pp in Asia excluding China[27] - A record number of new product launches is expected to significantly improve sales performance in China in 2025[29] - Net sales for Q1 2025 were $2,578 million, a decrease of 1.4% compared to $2,615 million in Q1 2024[35] Cost and Efficiency - The total headcount decreased by 6%, contributing to improved profitability through cost reduction initiatives[10] - S,G&A costs increased by $13 million to $145 million, with S,G&A as a percentage of sales rising from 5.1% to 5.6%[37] - R,D&E, net costs decreased by $18 million to $95 million, with R,D&E as a percentage of sales improving from 4.3% to 3.7%[38] Cash Flow and Debt - Free operating cash flow is projected to be around $1.2 billion for 2025, with a leverage ratio of 1.3x[12] - Operating cash flow decreased by 37% to $77 million, primarily due to a larger increase in operating working capital compared to net income[44][46] - Net debt increased by $225 million to $1,787 million, attributed to higher dividends and share repurchases exceeding free operating cash flow[50] - Trade working capital decreased by 4.2% to $1,279 million, with trade working capital as a percentage of sales improving from 12.8% to 12.4%[44][49] Future Outlook - The company expects organic sales growth of around 2% and an adjusted operating margin of 10-10.5% for the full year 2025[9] - The company plans to discuss medium and long-term growth strategies at its Capital Markets Day on June 4, 2025[61] Asset and Liability Management - Autoliv's total assets as of March 31, 2025, were $8,114 million, an increase from $7,804 million at the end of 2024[64] - Autoliv's total current liabilities increased to $3,800 million as of March 31, 2025, compared to $3,633 million at the end of 2024[64] - Total current assets as of March 31, 2025, increased to $3,699 million from $3,483 million as of December 31, 2024, representing a growth of 6.2%[69] - Net debt as of March 31, 2025, was reported at $1,787 million, up from $1,554 million as of December 31, 2024, indicating a rise of 15%[71] - The leverage ratio for March 31, 2025, was 1.3, consistent with the previous quarter's ratio of 1.2[73] Return Metrics - Return on capital employed (GAAP) for Q1 2025 was 25.6%, up from 19.7% in Q1 2024[88] - Return on total equity (GAAP) for Q1 2025 was 28.8%, compared to 20.2% in Q1 2024[89]

Regulatory Changes - The NCC announced a reduction in the "monthly rental fee of broadband network circuit" by "3.32% minus annual growth rate of the Consumer Price Index (CPI)" effective from April 1, 2024[18]. - The upper limits on the termination rate for voice service over mobile networks will decrease from NT$0.407 to NT$0.330 per minute from 2025 to 2028, representing an aggregate decrease of about 19%[19]. - The company is subject to extensive regulation under the ROC Telecommunications Management Act, which may limit its flexibility to respond to market conditions[17]. - The company may face administrative penalties if it fails to comply with the cybersecurity requirements set forth by the Cyber Security Management Act[29]. - The government of the ROC has established the National Financial Stabilization Fund to support the securities market, which may affect the market price of the company's shares[68]. - The company may be sanctioned for violations of foreign ownership limits, which could adversely affect its ability to obtain financing[69]. Financial Performance - In 2024, Chunghwa Telecom reported revenues of NT$230.0 billion (US$7.0 billion) and a consolidated net income of NT$38.5 billion (US$1.2 billion), with basic earnings per share of NT$4.79 (US$0.15)[87]. - Capital expenditures for 2024 totaled NT$28.8 billion (US$0.9 billion)[88]. - The company has recognized an impairment loss reversal of NT$139.2 million (US$4.2 million) for investment properties in 2024, indicating a recovery in asset value[42]. - The company's financial results under Taiwan IFRSs may differ materially from those reported under IFRSs for SEC filings[65]. - The company faces risks from potential health concerns related to mobile handsets and base stations, which could reduce customer usage and impact revenue[49]. - The company is subject to various legal proceedings that could expose it to substantial liabilities, potentially affecting its financial condition[57]. Market Dynamics - The telecommunications industry in Taiwan has seen a decrease in mobile network operators from five to three following a merger in December 2023, increasing market concentration[23]. - The company faces intensified low-price strategies from cable operators, with bundled prices being about 10% to 20% lower than its offerings[25]. - The company is focusing on promoting high-quality 5G services to increase mobile service revenues, but faces competition from aggressive pricing strategies by other operators[24]. - The overall mobile services market in Taiwan experienced a revenue increase of 1.9% in 2024, driven by steady 5G migration and recovery of roaming services[135]. Technological Investments - Significant capital expenditures are planned to upgrade telecommunications technologies and services, particularly in response to the high-bandwidth requirements of digital convergence services[38]. - The company aims to expand its ICT services and has initiated the construction of data centers and cloud services in collaboration with major public cloud providers[97]. - The company is expanding its IDC business by building AIDCs to meet the growing demand for AI applications, indicating a strategic focus on emerging technologies[163]. - The company has invested in 31 submarine cables, with a total invested capacity exceeding 29 Tbps as of December 31, 2024[200]. Customer and Market Share - As of December 31, 2024, the company had approximately 1.1 million mobile customers, holding a market share of approximately 38.0% in total mobile customers and 40.4% in mobile service revenues in Taiwan[127]. - The company maintained a local telephone service market share of approximately 91.4% from 2022 to 2024, although revenues from local telephone services decreased from 10.5% of total revenues in 2022 to 8.7% in 2024[148]. - The company has a 70% market share in IDC services in Taiwan, reinforcing its position as the largest IDC services provider[121]. - The company holds over 70% market share in the IDC business in Taiwan, positioning itself as the leading IDC service provider[186]. Environmental Initiatives - The Climate Change Response Act aims for net-zero emissions by 2050, with potential regulatory fees starting in 2025 for industries exceeding 25,000 tonnes of CO2e emissions[33]. - The company aims for a 50% reduction in scope 1 and 2 carbon emissions by 2030 compared to 2020 levels and plans to use 100% renewable energy for its data centers by 2030 and for the entire company by 2040[35]. Operational Challenges - Interruptions in electricity or water supply could significantly harm the company's operations and financial condition[58][59]. - The company must attract and retain skilled personnel to maintain its competitive edge, with increasing demands for qualified talent in the telecommunications industry[60]. - The company's principal executive offices and substantially all assets are located in Taiwan, with nearly all revenues derived from operations in Taiwan, making it vulnerable to political risks and changes in ROC governmental policies[61]. Strategic Developments - The company has established an AI 2.0 Corporate Strategy Committee to build AI governance principles, although the effectiveness of these measures against cyber threats is uncertain[28]. - The establishment of Chunghwa Telecom Europe GmbH in Germany in July 2024 aims to expand business opportunities in the European market[116]. - An investment of US$30 million in Taiwania Hive Technology Fund L.P. was approved in February 2024 to capitalize on digital transformation trends in Southeast Asia[115]. - The company plans to explore opportunities in equity investments and strategic acquisitions to enhance core competitiveness in AI, 5G, and cybersecurity sectors[117]. Subscriber Growth - Total internet subscribers in Taiwan increased from 6,897,000 in 2022 to 7,097,000 in 2023, and is projected to reach 7,398,000 in 2024, representing a growth of approximately 2.9% year-over-year[146]. - HiNet FTTx subscribers grew from 3,479,000 in 2022 to 3,526,000 in 2023, with a forecast of 3,591,000 in 2024, indicating a steady increase[146]. - The number of home Wi-Fi devices rented increased by 36.8% year-over-year, indicating strong demand for Wi-Fi services[146].

IPO and Trust Account - The initial public offering (IPO) generated gross proceeds of $276 million from the sale of 27,600,000 units at $10.00 per unit, including an over-allotment option[18]. - Following the IPO, approximately $276 million was deposited into a trust account, which is invested only in U.S. government securities[20]. - As of September 2023, after stockholder redemptions, $4,184,782 remained in the trust account[20]. - Public stockholders redeemed 26,186,896 shares, resulting in $15,127,621 remaining in the trust account after a special meeting in December 2022[20]. - The proceeds from the IPO and private placement warrants will not be released from the trust account until the completion of a business combination or other specified conditions[22]. - Only $1,000,000 of the net proceeds from the initial public offering is available outside the trust account for working capital requirements[75]. - If the company cannot complete its initial business combination, public stockholders may only receive their pro rata portion of the funds in the trust account, estimated at $10.00 per share[76]. - The trust account may be reduced below $10.00 per share if the sponsor does not fulfill indemnification obligations, impacting public stockholders' distributions[81]. - The company liquidated investments in its Trust Account to mitigate the risk of being classified as an unregistered investment company, resulting in lower interest income for public stockholders[178]. - The Trust Account funds were previously held in U.S. government treasury obligations, but were liquidated to avoid regulatory complications, leading to reduced returns for stockholders[179]. Business Combination Plans - The company has extended the deadline to complete a business combination to March 9, 2024, with potential further extensions[20]. - The company has a defined timeline of 51 months from the IPO to complete a business combination, failing which it will liquidate[23]. - The company entered into a Business Combination Agreement with Iris Parent Holding Corp. on November 30, 2022, involving a merger with Liminatus and Iris, with the goal of creating a direct wholly-owned subsidiary of ParentCo[58]. - The company is focused on acquiring businesses with strong growth potential, good capital efficiency, and competent management teams, prioritizing emerging markets and technology-led companies[42]. - The company aims to invest in steady growth businesses backed by technology adoption, targeting products consumable by the growing middle-class population[44]. - The company will evaluate potential acquisitions based on metrics such as recurring revenues, market share, and customer acquisition costs to identify unique product offerings[47]. - The company has not selected a specific target business for the initial business combination, making it difficult to evaluate potential risks and merits[95]. - The company may only complete one business combination with the proceeds from its IPO, leading to a lack of diversification and increased risk associated with a single business[210]. - The company may attempt to complete multiple business combinations simultaneously, which could complicate negotiations and increase costs[106]. - The company may face challenges in completing its initial business combination if the target business does not meet its general criteria and guidelines, potentially leading to stockholder redemption[96]. Financial and Operational Risks - The company has not generated any revenue to date and has not engaged in operations unrelated to searching for business combination candidates[17]. - The company faces competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses due to financial resource constraints[49]. - The company may need to reserve a portion of cash in the trust account for potential redemptions, impacting its ability to optimize capital structure[66]. - If a significant number of shares are redeemed, it could increase the likelihood of an unsuccessful business combination[67]. - The company may rely on loans from its sponsor or management team if the funds outside the trust account are insufficient to operate until June 30, 2025[75]. - The company may incur substantial debt to complete its initial business combination, which could adversely affect its leverage and financial condition[154]. - The company may face increased competition for attractive target businesses due to the rise in special purpose acquisition companies, which may lead to higher costs or inability to find suitable targets[71]. - The company may face challenges in negotiating favorable terms for business combinations as potential targets may leverage the impending deadline[70]. - The company may face material adverse effects on its business combination search due to future pandemics and infectious diseases[115]. - The company has identified a material weakness in internal control over financial reporting as of December 31, 2024, particularly related to accounting for complex financial instruments, which could adversely affect investor confidence[201]. Management and Governance - The management team has extensive experience in investment banking, M&A, and private equity, with a focus on sectors such as healthcare and technology[31]. - The company has three executive officers who will devote time as necessary to the business combination process, with no full-time employees expected prior to the initial business combination[51]. - Conflicts of interest may arise as officers and directors have fiduciary obligations to other entities, potentially affecting business opportunity presentations[118]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, which may lead to conflicts of interest[120]. - The company’s initial stockholders control 97.5% of the common stock, potentially influencing stockholder votes in ways that may not align with public stockholders' interests[163]. - The company may face conflicts of interest due to the financial interests of its directors and officers in the proposed business combination[221]. - Iris Acquisition Holdings LLC may face conflicts of interest regarding changes to the Business Combination Agreement due to the discretion of its directors[222]. Regulatory and Compliance Issues - The company must avoid being classified as an investment company under the Investment Company Act, which would impose compliance burdens and restrict activities[87]. - Changes in laws or regulations could adversely affect the company's ability to complete its initial business combination and overall operations[90]. - The SEC issued final rules on January 24, 2024, regarding SPACs, which may require the company to liquidate earlier than planned[175]. - If deemed an investment company under the Investment Company Act, the company would face significant compliance burdens and restrictions on its activities[176]. - The review process by CFIUS could be lengthy, limiting the time available to complete the initial business combination[225]. - The initial business combination with a U.S. target company may be subject to review by CFIUS, potentially delaying or prohibiting the transaction[223]. - The proposed business combination aims to qualify as a tax-deferred exchange under Section 351 of the Code, but uncertainties exist regarding its qualification under Section 368(a)[229]. - The IRS issued final regulations regarding the excise tax, requiring payment for liabilities incurred from January 1, 2023, to December 31, 2023, by October 31, 2024[228]. - Liquidating distributions may be exempt from the excise tax, but uncertainties remain regarding redemptions made after December 31, 2022[228]. Shareholder Considerations - The company may issue additional shares of Class A common stock or preferred stock, which could significantly dilute existing investors' equity interests[152]. - Public stockholders may experience immediate and substantial dilution upon acquiring Class A common stock due to the nominal price paid for founder shares[164]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a substantial majority of stockholders do not agree[155]. - Holders of warrants may only exercise their warrants on a cashless basis under certain circumstances, potentially resulting in fewer shares received[145]. - The company is not currently registering the Class A common stock issuable upon exercise of the warrants under the Securities Act[140]. - If the shares of Class A common stock are not listed on a national securities exchange, the company may require warrant holders to exercise on a cashless basis[143]. - The company may redeem outstanding warrants at a price of $0.01 per warrant if the Class A common stock price exceeds $18.00 for a specified period[166]. - Each unit contains one-fourth of a warrant, which may make the units less valuable compared to other special purpose acquisition companies that offer whole warrants[167]. Market and Economic Risks - The company may face challenges in sustaining an active trading market for its securities, affecting liquidity and price[168]. - The market for directors and officers liability insurance has become less favorable, with increased premiums and decreased availability, potentially complicating initial business combinations[196]. - Cyber incidents could lead to data theft and financial loss, posing a risk to the company's operations and financial condition[188]. - The company may face challenges in managing cross-border operations, including regulatory compliance and currency fluctuations, which could impact future business combinations[197]. - Past performance of the management team is not indicative of future investment performance, and no member has prior management experience with special purpose acquisition corporations[117]. - Key personnel loss could adversely affect operations and profitability after the initial business combination[128]. - The management team may not maintain control of the target business post-combination, potentially affecting operational success[130]. - The company may pursue business combinations outside of management's expertise, which could lead to inadequate risk assessment[131]. - The company may need to take write-downs or impairments post-business combination, negatively impacting financial condition and stockholder value[126].

Exhibit 99.1 U.S. Auto Manufacturer ECD Auto Design Reports Fourth Quarter and Full Year 2024 Financial Results; Revenues Increase 29% to $25 Million KISSIMMEE, FL / Globe Newswire / April 15, 2025 – U.S. Auto Manufacturer ECD Automotive Design, Inc. (Nasdaq: ECDA) ("ECD" or the "Company"), the world's largest Land Rover and Jaguar restoration company known for its custom luxury builds, including bespoke Defenders, Range Rovers, Jaguar E-Types, Ford Mustangs and Toyota FJs, announced today its financial res ...

Revenue Performance - Revenue for the year ended December 31, 2024, increased 29% to a record $25.2 million, compared to $19.5 million in 2023[11] - Revenue for the year ended December 31, 2024, increased to $25,165,733, up 29% from $19,492,606 in 2023[31] - Fourth quarter 2024 revenues increased 10% to $5.3 million, compared to $4.8 million in the same quarter of 2023[18] Profitability - Gross profit for 2024 was $5.9 million, representing 23.4% of revenue, up from $4.5 million or 23.2% of revenue in 2023[12] - Gross profit rose to $5,887,947, representing a 30% increase from $4,522,923 in the previous year[31] - Net loss for 2024 was ($10.8) million, or $(0.32) per diluted share, compared to a net loss of ($1.2) million, or $(0.05) per diluted share in 2023[14] - Net loss for 2024 was $(10,771,451), compared to a net loss of $(1,178,906) in 2023, reflecting a substantial decline in profitability[31] - Adjusted EBITDA for 2024 was a loss of ($3.6) million, compared to an Adjusted EBITDA gain of $1.8 million in 2023[15] - Adjusted EBITDA for 2024 was $(3,558,474), a decrease from an adjusted EBITDA of $1,812,290 in 2023[36] Operating Expenses - Operating expenses for the year ended December 31, 2024, were $10.4 million, compared to $6.1 million in 2023, primarily due to higher general and administrative expenses[13] - Operating expenses totaled $10,436,687, a significant increase of 73% compared to $6,058,757 in 2023[31] - The company reported a significant increase in advertising and marketing expenses, which rose to $1,171,696, up 83% from $641,831 in 2023[31] Cash and Assets - Cash and equivalents on December 31, 2024, were $1.5 million, down from $8.1 million on December 31, 2023[16] - Cash and cash equivalents decreased to $1,476,850 in 2024 from $8,134,211 in 2023, a decline of 82%[34] - Total current assets decreased to $12,943,542 in 2024 from $17,775,983 in 2023, a decline of 27%[34] Liabilities - Total liabilities increased to $37,173,174 in 2024, up from $34,144,401 in 2023, indicating a rise of 6%[34] Business Operations - The company completed approximately 12 vehicles in 2024, with revenue recognition for these vehicles expected in the first half of 2025[9] - ECD plans to expand its retail presence with new locations, including a 'store within a store' in West Palm Beach, enhancing customer engagement and customization opportunities[10] Shareholder Information - The weighted average number of common shares outstanding increased to 33,505,605 in 2024 from 24,875,667 in 2023, an increase of 35%[31] Quarterly Performance - Gross profit in the fourth quarter of 2024 was $0.3 million, down from $1.2 million in the same year-ago quarter, impacted by a non-cash $1.1 million write-down[19]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41323 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- | --- | | (State or other juri ...

Risks and Challenges - The company faces significant risks related to the performance and reliability of its high-capacity anode and high-energy solid-state battery technology, which may lead to defects and recalls, adversely affecting sales and brand reputation [90]. - The company has only conducted preliminary safety testing on its battery technology, and extensive testing is required before acceptance by automotive OEMs, which may delay commercialization [93]. - The battery cell market is highly competitive, with traditional lithium-ion battery manufacturers potentially reducing costs and expanding supply, impacting the company's market position [109]. - The company relies on third-party suppliers for raw materials and components, facing risks of price increases and supply chain challenges that could delay development and commercialization [99]. - The company must continue to invest significant resources in developing its battery technology without assurance of market acceptance, which could adversely affect its business [112]. - The company’s manufacturing facilities require large-scale machinery that may malfunction, leading to production delays and increased costs [96]. - The company is dependent on attracting and retaining key personnel, and losing such talent could severely disrupt operations and growth [104]. - The company may face substantial costs related to compliance with supply chain requirements, which could impact its financial condition [100]. - The company’s insurance coverage may not be adequate to protect against all business risks, potentially leading to significant financial losses [106]. - The company’s battery technology may become obsolete if competitors develop superior technologies or if market demands shift, adversely affecting growth prospects [111]. - The company may struggle to attract customers during the development stage or for high-volume commercial production, which could harm its business [116]. - The company is subject to risks associated with selling to large automotive OEMs, including longer sales cycles and increased purchasing power of these customers [117][119]. - The company has limited operating history and faces challenges in establishing its business model, which could adversely affect its operating results and reputation [121]. - The company may not succeed in establishing and maintaining its brand, which is critical for customer acceptance and competitive positioning in the automotive industry [135]. - The company may face significant litigation and regulatory actions that could adversely impact profitability and financial position [156]. - Compliance with evolving regulations related to electric vehicles and battery technology is expected to incur significant costs [157]. - Changes in U.S. trade policy, including tariffs and increased scrutiny on foreign investments, could negatively affect sourcing and sales [158]. - Environmental laws and regulations may lead to increased compliance costs and operational restrictions, potentially impacting financial results [170]. - The company is subject to anti-corruption and anti-bribery laws, with non-compliance potentially resulting in significant penalties and reputational damage [176]. - The risk of information security breaches and system disruptions could lead to substantial operational and financial consequences [165]. - The company may face challenges in maintaining the security and integrity of its systems, especially in light of increasing cyber threats [163]. - Future changes in privacy and data protection laws may require substantial resources for compliance and could lead to legal liabilities [169]. - The company relies on third parties for compliance with environmental laws, which could result in liability and increased costs if not managed properly [173]. Financial Performance and Projections - The company incurred a net loss of approximately $5.3 million for the year ended December 31, 2023, and approximately $25.9 million for the year ended December 31, 2024 [123]. - The company expects the rate of losses to increase significantly in future periods due to ongoing expenses related to the design, development, and manufacturing of its high-capacity anode and high-energy solid-state battery technology [124]. - The company anticipates that its capital expenditures and working capital requirements will increase materially as it accelerates research and development efforts and scales up production operations [129]. - The company faces substantial doubt about its ability to continue as a going concern, requiring sufficient funding to finance operations and potentially needing to liquidate assets if unable to raise capital [125][126]. - The company may require additional capital to support business growth, which might not be available on commercially reasonable terms [127]. - Significant increased expenses and administrative burdens as a public company may adversely affect the company's financial condition and results of operations [150]. - The company anticipates that its internal control over financial reporting will not be effective until material weaknesses are remediated, which may impact investor confidence and stock value [149]. - Incorrect estimates or assumptions in financial reporting could adversely affect reported assets, liabilities, income, and expenses, impacting overall business performance [145]. Intellectual Property and Compliance - The company relies heavily on owned intellectual property, including patents, trade secrets, and trademarks, which are crucial for maintaining competitive advantage [136]. - Patent applications may not result in issued patents, potentially allowing competitors to exploit similar technologies, adversely affecting revenue and competitive position [138]. - The company has identified five material weaknesses in internal control over financial reporting, which could lead to misstatements in financial statements if not remediated [147]. - The company may incur substantial costs defending against intellectual property infringement claims, which could divert resources and management attention [140]. - The unavailability or reduction of government subsidies and economic incentives could materially affect the company's competitiveness and financial condition [154]. - The company anticipates increased compliance burdens and costs related to battery products and supply chain oversight [166]. - Increased tariffs or trade restrictions could have a material adverse effect on Solidion's business and financial condition [180]. - Sustained uncertainty in global economic conditions may lead to a global economic slowdown, impacting Solidion's operations [181]. - Solidion qualifies as an "emerging growth company," allowing it to take advantage of certain reporting exemptions until specific revenue or market value thresholds are met [196]. - This election allows the company to delay the adoption of certain accounting standards until they apply to private companies, potentially complicating financial statement comparisons with other public companies [197]. - There is uncertainty regarding investor perception of the company's common stock due to reliance on these exemptions, which may affect trading activity and stock price volatility [198]. Shareholder and Market Considerations - Solidion's Common Stock has a significant portion (78,616,000 shares) subject to registration rights, which could lead to a decline in market price if sold [183]. - The maximum number of shares underlying Series C and Series D Warrants is approximately 123,076,923 and 49,320,990 shares, respectively, included in a shelf registration statement [184]. - G3 holds approximately 85.3% of the voting power, qualifying Solidion as a "controlled company" under Nasdaq standards, potentially limiting shareholder protections [187]. - Solidion may issue additional shares of Common Stock or other equity securities without shareholder approval, which could dilute ownership interests [189]. - The exercise price for Public Warrants is $11.50 per share, with no assurance they will be in the money before expiration [192]. - Solidion may redeem unexpired warrants at a price of $0.01 per Warrant, which could disadvantage warrant holders [193]. - Changes in laws and regulations could materially adversely affect Solidion's business and results of operations [195].