Financial Performance - Net loss for the three months ended March 31, 2025, was $21.31 million, compared to a net loss of $1.68 million for the same period in 2024, reflecting a 1,270% increase in losses[20] - For the six months ended March 31, 2025, the company reported a net loss of $24,422,083 compared to a net loss of $2,991,573 for the same period in 2024, representing an increase in losses of approximately 717%[29] - The company reported an accumulated deficit of $41,855,864 as of March 31, 2025, compared to $17,433,781 at September 30, 2024, indicating a growing financial challenge[36] - The company has incurred accumulated net losses of $41,855,864 since inception through March 31, 2025, with no revenues generated to date[140] Assets and Liabilities - Total assets increased to $138.82 million as of March 31, 2025, up from $35.10 million on September 30, 2024, representing a growth of 295%[17] - Total stockholders' equity increased to $132.03 million as of March 31, 2025, from $31.61 million, a growth of 318%[17] - Total liabilities increased to $6.79 million as of March 31, 2025, compared to $3.49 million, a rise of 95%[17] - The company has $9.08 million in in-process research and development as of March 31, 2025, indicating ongoing investment in new technologies[17] Cash Flow - Cash and cash equivalents rose significantly to $118.55 million from $28.51 million, an increase of 316%[17] - The company had negative cash flows from operating activities of $5,620,979 for the six months ended March 31, 2025, compared to negative cash flows of $3,409,204 for the same period in 2024, indicating a worsening operational cash flow situation[29] - Net cash provided by financing activities for the six months ended March 31, 2025, was $108,365,064, including approximately $92.3 million from a registered follow-on offering[183] Expenses - Research and development expenses surged to $6.71 million for the three months ended March 31, 2025, compared to $290,539 in the same period last year, marking a 2,209% increase[20] - General and administrative expenses reached $15.70 million for the three months ended March 31, 2025, up from $1.42 million, a rise of 1,104%[20] - General and administrative expenses rose by $14,273,869, or 1,003%, to $15,697,178 for the three months ended March 31, 2025, compared to $1,423,309 for the same period in 2024[158] Shareholder Activity - The company executed common stock issuances totaling 4,935,294 shares, raising approximately $101.40 million in additional paid-in capital during the six months ended March 31, 2025[24] - The Company raised gross proceeds of $10,250,000 from its initial public offering (IPO) on May 7, 2024, with net proceeds of approximately $9.0 million after deducting discounts and offering expenses[75] - The July 2024 Follow-on Offering generated gross proceeds of $18 million and net proceeds of approximately $16.1 million, indicating strong investor interest[77] - The October 2024 Follow-on Offering raised approximately $36 million in gross proceeds, with net proceeds of about $32.3 million, further enhancing the Company's capital position[81] Strategic Initiatives - The company is developing advanced nuclear microreactors, including ZEUS and ODIN, targeting various sectors such as data centers and military applications[32] - The company plans to explore strategic acquisitions within the nuclear transportation industry to enhance its operational capabilities[33] - The company is currently conducting physical test work on the ZEUS and ODIN microreactors, with external design audits completed by the Idaho National Laboratory[128] - The company plans to apply for a construction permit for the KRONOS MMR in late 2025 or early 2026, with ongoing collaboration with the University of Illinois Urbana-Champaign[137] Legal Matters - A shareholder derivative lawsuit was filed against certain directors and officers, alleging breach of fiduciary duties and market manipulation, among other claims[195] - The court granted the company's motion to dismiss the amended complaint without leave to amend on April 24, 2025[195] - The company intends to continue vigorously defending against all claims made in the lawsuit[195] Future Outlook - The company expects to raise additional capital to support its long-term growth strategy and plans to file a "universal shelf" registration statement for easier access to financing[36] - The company anticipates launching a commercial product from its Micro Nuclear Reactor Business in the early 2030s, focusing on advanced nuclear microreactors[125] - The regulatory licensing process for microreactor prototypes is expected to be completed in the early 2030s, with manufacturing facilities constructed during the licensing phase[149]

Washington, D. C. 20549 FORM 10-Q ☒ 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the transition period from _______to _______ Commission file number: 001-39389 GAMESQUARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 99-1946435 (State or other ...

Financial Condition and Debt Management - The company has a five-year $600.0 million senior secured revolving credit facility, with no amounts outstanding as of the report date [121]. - The company may incur significantly more debt in the future, which could increase risks related to liquidity and financial condition [122]. - Future success may depend on the ability to obtain additional financing, which could be affected by market conditions and credit rating downgrades [123]. - Existing cash, cash equivalents, and bank credit facilities are expected to be sufficient to meet ongoing cash requirements [124]. - The company may seek to raise capital through issuing additional common stock, acquiring bank debt, or issuing debt securities [125]. Competition and Human Resources - The company faces intense competition for qualified personnel, which could hinder business management and growth [126]. - Effective succession planning is crucial, with key executive retirements announced for May 2025 [128]. - The company faces significant competition in technology markets, which could lead to pricing pressure and reduced profit margins [132]. - Acquisitions may not be successfully completed or integrated, potentially harming competitive ability and operating results [130]. Regulatory and Compliance Risks - The company is subject to evolving ESG regulations, which could impact reputation and financial performance [129]. - The company faces significant challenges in transferring personal information from Europe due to stringent data localization requirements, which could lead to operational disruptions and increased regulatory exposure [144]. - Compliance with data privacy and security laws is critical, and any failure could result in government enforcement actions, litigation, and reputational damage [147]. - A material portion of the company's revenue is derived from international sales, necessitating strict adherence to anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act [148]. Taxation and Currency Risks - The company's effective tax rate may fluctuate due to various factors, potentially increasing income tax expenses and adversely affecting net income [156]. - Foreign currency exchange rates significantly impact the company's financial results, as a substantial portion of revenue is generated outside the U.S. [160]. - The company employs hedging strategies to mitigate foreign exchange risks, but these may not fully protect against fluctuations, especially amid geopolitical tensions [161]. - Changes in taxation, trade, and tariffs could materially affect the company's financial condition and results of operations [158]. Market Volatility and Performance Guidance - The company's stock price is subject to volatility due to various external factors, including market conditions and competitive developments [166]. - The company may face significant costs and resource diversion if involved in securities litigation following periods of market volatility [167]. - The company’s guidance regarding future performance is inherently speculative and may not materialize as projected, leading to potential discrepancies in actual results [154]. Interest Rate and Investment Management - The company maintains a diversified portfolio of cash, cash equivalents, and investments to minimize interest rate risk, with no material exposure to changes in fair value due to interest rate fluctuations [297]. - Declines in interest rates would reduce future interest income, but a 10% increase or decrease in overall interest rates would not materially impact operating results [297]. - The cash equivalents and marketable securities primarily consist of U.S. government and municipal obligations, corporate bonds, commercial paper, certificates of deposit, and money market instruments [298]. Foreign Currency Management - As of March 31, 2025, the company had foreign currency forward contracts with notional amounts totaling $10.6 million, resulting in a liability balance of $55 thousand and an asset balance of $197 thousand [301]. - The company engages in foreign currency hedging activities to limit exposure to movements in foreign currency exchange rates, primarily the Euro, British Pound, Canadian Dollar, and Indian Rupee [300]. - A hypothetical 10% change in foreign currency exchange rates would not have a material impact on the company's historical consolidated financial statements [301]. - The company limits credit exposure by evaluating the creditworthiness of financial institutions with which it invests, maintaining cash balances in excess of federally insured limits [299]. - As of March 31, 2024, the company had foreign currency forward contracts with notional amounts totaling $11.7 million, resulting in a liability balance of $74 thousand and an asset balance of $11 thousand [301]. - The company does not use derivative financial instruments for speculative trading purposes, focusing instead on risk management [300]. - The company reassesses its approach to managing currency rate fluctuations as international operations grow [301].

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: 001-39975 JAWS MUSTANG ACQUISITION CORPORATION | (Exact Name of Registrant as Specified in Its Charter) | | --- | | ...

Financial Performance - For the three months ended March 31, 2025, the company generated net revenues of $1,871,701, a decrease of $1,704,886 (approximately 47.6%) compared to $3,576,587 in the same period of 2024 [192]. - The company reported a net loss of $2,089,910 for the three months ended March 31, 2025, compared to a net loss of $683,735 in 2024, representing an increase in loss of approximately 205.5% [204]. - Gross profit decreased to $872,455 for the three months ended March 31, 2025, down from $1,720,736 in 2024, reflecting a decline of approximately 49.3% [197]. - The company's gross margin was 46.6% for the three months ended March 31, 2025, compared to 48.1% for the same period in 2024, indicating a decrease of 1.5 percentage points [198]. - Cash used in operating activities increased by $3,266,807 to $4,507,347 for the three months ended March 31, 2025, compared to $1,240,540 in 2024 [209]. - The company had cash of $2.2 million as of March 31, 2025, but reported a working capital deficit of $8.2 million [206]. Debt and Financing - Digital Brands Group has an aggregate principal amount of debt outstanding of approximately $6.5 million as of March 31, 2025, which is considered significant for the company's size and revenue base [145]. - The company entered into a securities purchase agreement for a promissory note of $121.9 million, with a 12% interest rate, maturing on October 16, 2025 [177]. - The company issued a second promissory note of $260,000 with an original issue discount of $60,000, maturing on April 22, 2025 [180]. - The February 2025 Offering raised funds through the sale of 11,365,340 units, including common stock and pre-funded warrants, at a purchase price of $0.66 per unit [183]. Operating Expenses - Operating expenses are expected to increase substantially due to acquisitions and compliance costs, but the company anticipates that these expenses as a percentage of revenue will decrease over time [153]. - The company expects to continue incurring additional expenses related to operating as a public company, which will increase overall operating costs [158]. - The company expects to incur additional expenses due to public company operations, including compliance and reporting obligations, which will increase operating costs [171]. - The company’s operating expenses include general and administrative costs, sales and marketing, and fulfillment and shipping expenses [169]. - The company expects to reduce operating expenses by an additional $700,000 over the next 12 months following significant headcount reductions in April and May 2025 [202]. Revenue Growth Strategies - The company aims to achieve near-term free cash flow through cash flow positive acquisitions and the elimination of redundant expenses, with a focus on increasing customer annual spend and lowering acquisition costs [152]. - The company has identified opportunities to drive customer lifetime value (LTV) through targeted marketing and cross-merchandising across its brand portfolio [140]. - The company is transitioning several brands from wholesale to digital direct-to-consumer models, aiming to enhance customer engagement and operational efficiencies [138]. - The company has strategically expanded into omnichannel strategies, blending physical and online channels to enhance customer acquisition and retention [139]. - Digital revenue increased over 80% from the previous quarter despite limited marketing spend in the first quarter of 2025 [196]. Cost Increases - The company has experienced increased costs in raw materials, with fabric prices rising between 10% to 100%, and shipping costs increasing from 25% to 300% depending on various factors [144]. - The company anticipates that changes in tariff policies will lead to increased prices for competitors, enhancing its market share potential [176]. - The company produces over 90% of its products in the USA, significantly limiting tariff exposure and providing a competitive advantage [174]. - The company does not utilize the "de minimis" exemption, which may impact e-commerce retailers and reduce competition in the online apparel market [175]. Cost Management - The company has successfully eliminated several million in expenses within six months of acquiring Bailey, including merging technology contracts and reducing office space costs [152].

Revenue Performance - Revenues for 2024 were $49.3 million, more than double any previous year's revenue in the company's history excluding 2023, with a five-year revenue CAGR of 68%[5] - Revenues from non-government commercial entities increased by 229% from 2023 to 2024, accounting for 38% of total revenues in 2024[7] - GAAP total revenue for 2024 was $49,336 million, a decrease of 26.7% from $67,353 million in 2023[23] Profitability - Gross profit was $7.3 million, representing a gross margin of 15%, an improvement of 13 percentage points over 2023[8] - GAAP gross profit increased to $7,296 million in 2024 from $1,204 million in 2023, reflecting a significant improvement[23] - Non-GAAP gross profit for 2024 was $10,451 million, compared to $2,174 million in 2023, resulting in a gross margin of 21%[25] - The company reported a gross margin improvement from 3% in 2023 to 21% in 2024[25] Operational Efficiency - Net cash used in operations for 2024 was $2.2 million, a significant decrease from $13.3 million in 2023[11] - Loss from operations decreased to $11.7 million in 2024 from $16.3 million in 2023, reflecting improved gross profit and expense management[10] - Non-GAAP loss from operations decreased to $8,905 million in 2024 from $11,775 million in 2023[25] Expenses - Operating expenses increased to $19.0 million in 2024, primarily due to a full year of expenses from the Serbian acquisition[9] - Operating expenses increased to $18,953 million in 2024 from $17,465 million in 2023[23] Financial Position - The company maintained a debt-free status with a $100 million line of credit available and unused[5] - The backlog as of December 31, 2024, was $5.6 million[5] Market Expansion - Beam Global expanded into new markets, including the Middle East and Africa, through reselling partnerships[5] - The company launched four new products: BeamSpot™, BeamBike™, BeamPatrol™, and BeamWell™[5] Shareholder Information - The weighted average shares outstanding increased to 14,621 million in 2024 from 12,345 million in 2023[23] Losses - The net loss for 2024 was $11,282 million, an improvement from a net loss of $16,060 million in 2023[23] - The total comprehensive loss for 2024 was $13,063 million, compared to $15,436 million in 2023[23] Interest Income - Interest income decreased to $205 million in 2024 from $261 million in 2023[23]

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 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Commission ...

Financial Performance - Revenues for the three-month period ended March 31, 2025, increased to $7,860,000, a 47% increase from $5,344,000 in the same period of 2024[6] - Gross profit for the same period was $4,595,000, compared to $3,003,000 in 2024, reflecting a gross margin improvement[6] - Operating loss for Q1 2025 was $1,719,000, slightly higher than the loss of $1,424,000 in Q1 2024[6] - Net loss for the three months ended March 31, 2025, was $2,338,000, a significant reduction from $6,581,000 in the prior year[6] - The Products business unit generated revenues of $7,690, while the CDMO Services unit contributed $170[58] - The net loss for the three months ended March 31, 2025, was $2,338, compared to a net loss of $6,581 in the same period of 2024, indicating a significant reduction in losses[58][60] Assets and Liabilities - Total current assets increased to $9,643,000 as of March 31, 2025, up from $7,856,000 in 2024, driven by higher cash and inventory levels[4] - Total liabilities rose to $27,467,000, compared to $23,671,000 in 2024, primarily due to an increase in loans from $3,905,000 to $7,497,000[4] - The accumulated deficit as of March 31, 2025, was $98,756,000, up from $96,418,000 in 2024, indicating ongoing financial challenges[4] - Cash and cash equivalents at the end of Q1 2025 were $3,401,000, a slight decrease from $3,436,000 at the end of Q1 2024[11] Financing and Funding - The company plans to fund its near-term activities through capital fundraising and debt instruments, highlighting reliance on external financing[20] - The company has not yet commenced generating sufficient sales to fund its operations, raising concerns about its ability to continue as a going concern[20] - The Company received $1,797 from new loan facilities during the three-month period ended March 31, 2025, with interest rates of 5%, 10%, and 12% per annum[48] - The Company has not yet closed the convertible loan facilities as of March 31, 2025, with a total balance of $483 from new loan facilities[48] - Following March 31, 2025, the Company received an additional $2,051 from 12% interest rate loan facilities[64] - The Company plans to extend the Early Conversion Warrants and Major Investor Warrants held by lenders for an additional 24 months as part of the new loan facilities[48] Shareholder Information - The company has a total of 17,327,716 common shares issued and outstanding as of March 31, 2025[32] - The company has 1,891,114 options outstanding with a weighted average exercise price of $6.30 as of March 31, 2025[36] - The company has 73,557 warrants outstanding with an average exercise price of $7.58 as of March 31, 2025[40] Management and Compensation - The Company’s key management personnel compensation increased, with the CEO's management fees rising to $191 from $117 year-over-year[50] - The company recognized equity settled compensation of $132,000 for the three months ended March 31, 2025, compared to $133,000 for the same period in 2024[35] Operational Insights - The company has two operating segments: Products and CDMO Services, with management evaluating performance based on operating profit[54][58] - No single customer accounted for 10% or more of total revenue for the three months ended March 31, 2025[62] - The average monthly lease fee for the Yavne manufacturing facility is NIS 101 ($28), subject to annual increases[29] - The company believes it is probable that the two extension options for the Yavne manufacturing facility lease will be exercised, extending the lease until September 2026[30] - The company did not issue any new options during the three months ended March 31, 2025, but had 214,885 options granted in the previous period[36] - The company has not closed any loan facilities as of March 31, 2025[45]

Revenue Performance - Revenue for the three months ended March 31, 2025, was $41.6 million, a decrease of $3.9 million, or 8.6%, compared to $45.4 million in the same period of 2024[102]. - Marketing Services segment revenue decreased by $4.8 million, or 35.3%, to $8.8 million, primarily due to customer loss and reduced demand[103]. - Customer Care segment revenue increased by $0.6 million, or 4.5%, to $13.0 million, driven by increased volume from new customers[112]. - Fulfillment & Logistics Services segment revenue increased by $0.4 million, or 1.8%, to $19.8 million, attributed to higher volume from existing customers[113]. Operating Expenses - Operating expenses for the three months ended March 31, 2025, were $41.6 million, a decrease of $3.5 million, or 7.7%, compared to $45.1 million in the same period of 2024[104]. - Labor expenses decreased by $3.7 million, or 15.7%, primarily due to workforce reductions in the Marketing Services segment[104]. - Restructuring charges for the three months ended March 31, 2025, were $0.8 million, comparable to $0.9 million in the prior year quarter[106]. Cash Flow and Financing - Net cash used in operating activities for the three months ended March 31, 2025, was $0.8 million, a significant decrease from $5.7 million in the same period of 2024[116]. - As of March 31, 2025, the company had cash and cash equivalents of $9.0 million and the ability to borrow an additional $24.0 million under its Credit Facility[114]. - The Company entered into a three-year, $25.0 million asset-based revolving credit facility, extended to June 30, 2025[120]. - The Credit Facility allows for loans up to $25.0 million or the amount available under a borrowing base, with $3.0 million available for letters of credit[121]. - The interest rate on the Credit Facility is variable, currently at 6.67% as of March 31, 2025[122]. - As of March 31, 2025, the Company had no borrowings under the Credit Facility but had letters of credit outstanding totaling $1.0 million[125]. - The Company has the ability to borrow $24.0 million under the Credit Facility as of March 31, 2025[126]. Shareholder Returns and Concerns - No dividends were paid during the three months ended March 31, 2025 and 2024[127]. - A share repurchase program was approved for $6.5 million, but no stock was repurchased during the three months ended March 31, 2025 and 2024[128]. - The Company believes there are no conditions that raise substantial doubt about its ability to continue as a going concern for the next twelve months[129]. - The Company has not engaged in any off-balance sheet financing activities as of March 31, 2025[125]. - The Credit Facility contains covenants that restrict the Company's ability to incur additional debt and engage in certain corporate actions[124].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ Form 10-Q ______________________ (Mark one) BANK OF THE JAMES FINANCIAL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) ______________________ (State or other jurisdiction of incorporation or organization) Virginia 001-35402 20-0500300 (Commission file number) (I.R.S. Employer Identification No.) 828 Main Street, Lynchburg, VA 24504 (Address of principal executive offices) (Zip ...