Financial Performance - Net sales for the three months ended September 30, 2025, were $250.9 million, a decrease of 14.3% compared to $292.8 million for the same period in 2024[111] - Net income for the three months ended September 30, 2025, was $0.9 million, down 79.2% from $4.6 million in the same period in 2024[121] - Net sales for the nine months ended September 30, 2025, were $635.1 million, a decrease of 16.0% from $756.1 million in the same period of 2024[123] - Net loss for the nine months ended September 30, 2025, was $68.1 million, compared to a net loss of $13.7 million in the same period of 2024[133] - Net income attributable to Funko, Inc. for Q3 2025 was $901,000, a decrease from $4.33 million in Q3 2024, while the nine-month net loss was $67.18 million compared to a loss of $13.22 million in the same period last year[139] - Adjusted net income for Q3 2025 was $3.22 million, down from $7.95 million in Q3 2024, with a nine-month adjusted net loss of $41.30 million compared to a profit of $4.28 million in the prior year[139] - EBITDA for Q3 2025 was $22.32 million, down from $26.15 million in Q3 2024, while the nine-month EBITDA was a loss of $6.89 million compared to $51.98 million in the same period last year[139] Sales Breakdown - Net sales in the United States decreased by 20.1% to $155.4 million for the three months ended September 30, 2025, compared to $194.4 million in 2024[112] - Net sales in Europe decreased by 0.4% to $74.2 million for the three months ended September 30, 2025, compared to $74.5 million in 2024[112] - Net sales of the Core Collectible branded category decreased by 12.0% to $200.4 million for the three months ended September 30, 2025, compared to $227.8 million in 2024[113] - Other branded category net sales decreased by 67.0% to $5.8 million for the three months ended September 30, 2025, compared to $17.6 million in 2024, primarily due to rationalizing underperforming items[113] - Net sales in the United States decreased by 22.7% to $389.6 million, while net sales in Europe increased by 1.6% to $192.1 million[124] - The Core Collectible branded category saw a 12.1% decrease in net sales to $502.4 million, and the Loungefly category decreased by 13.6% to $111.9 million[125] Cost and Expenses - Gross margin for the three months ended September 30, 2025, was 40.2%, a decrease from 40.9% in the same period in 2024, primarily due to increased shipping, freight, and duty costs[115] - Cost of sales for the three months ended September 30, 2025, was $150.2 million, a decrease of 13.2% from $173.0 million in the same period in 2024[114] - Cost of sales (exclusive of depreciation and amortization) was $395.5 million, down 11.3% from $446.0 million in the prior year[126] - Gross margin (exclusive of depreciation and amortization) decreased to 37.7% from 41.0% due to increased shipping, freight, and duty costs[127] - Selling, general, and administrative expenses decreased by 13.9% to $79.8 million for the three months ended September 30, 2025, compared to $92.7 million in 2024[116] - Selling, general, and administrative expenses were $246.9 million, a decrease of 3.6% from $256.2 million in the previous year[128] Cash Flow and Liquidity - Net cash used in operating activities for the nine months ended September 30, 2025, was $33.21 million, a significant decline from $63.74 million provided in the same period of 2024[152] - Net cash used in investing activities was $23.0 million, primarily for tooling and molds, compared to $13.4 million in the same period of 2024[154] - Net cash provided by financing activities was $57.8 million, mainly from net borrowings of $75.0 million on the Revolving Line of Credit Facility, offset by $17.3 million in payments on loans[156] - As of September 30, 2025, total indebtedness included $99.2 million under the Term Loan Facility and $135.0 million under the Revolving Credit Facility[157] - The company had $39.2 million in cash and cash equivalents and $(157.5) million in working capital as of September 30, 2025, compared to $34.7 million and $(18.7) million respectively at the end of 2024[166] - The company expects significant future liquidity needs for tax distributions, interest payments, and capital expenditures, including a new ERP system[170] Financial Covenants and Compliance - The company anticipates potential non-compliance with financial covenants under its Credit Agreement, raising substantial doubt about its ability to continue as a going concern for the next twelve months[142] - The Credit Agreement includes a term loan facility of $180 million and a revolving credit facility of $100 million, with maturity in September 2026[141] - The company anticipates non-compliance with the maximum Net Leverage Ratio and minimum Fixed Charge Coverage Ratio covenants by December 31, 2025[161] Market Risks and Challenges - The company has experienced adverse impacts from the challenging retail environment and announced tariffs, which are expected to continue affecting performance[144] - The company is exposed to market risks from changes in interest rates, foreign currency, and inflation[177] - There have been no material changes in market risk compared to the previous disclosure in the 2024 10-K[177] Strategic Plans - Management's liquidity plan includes monitoring pricing strategies, reducing overhead costs, and potentially shifting manufacturing out of China to mitigate increasing costs[148] - The company plans to raise additional cash through equity or debt issuance and is considering strategic alternatives, including a potential sale of the company[149] - The Form S-3 registration statement allows the company to offer up to $100.0 million of various securities, effective until August 15, 2028[163] Seasonal Trends - Over 50% of net sales historically occur in the third and fourth quarters, indicating a seasonal trend in sales[171] Accounting Policies - Critical accounting policies include revenue recognition, inventory, and goodwill assessments, which could materially affect financial results[173]

Financial Performance - Coherus Oncology reported net revenue of $11.571 million for the three months ended September 30, 2025, a 91.5% increase from $6.052 million in the same period of 2024[13]. - The company incurred a net loss of $35.531 million for the three months ended September 30, 2025, compared to a net loss of $10.751 million in the same period of 2024[15]. - Coherus Oncology reported a net income of $205.67 million for the nine months ended September 30, 2025, compared to $79.20 million for the same period in 2024, reflecting a significant increase[20]. - The company experienced a net cash used in operating activities of $118.80 million for the nine months ended September 30, 2025, compared to $49.05 million for the same period in 2024[20]. - The net loss from continuing operations for the three months ended September 30, 2025, was $44.517 million, compared to a loss of $47.599 million in 2024[107]. Revenue and Sales - The company anticipates continued growth in product sales and is focused on maintaining regulatory approvals for its product candidates[7]. - LOQTORZI generated net product revenue of $11.169 million for the three months ended September 30, 2025, compared to $5.832 million for the same period in 2024[39]. - For the nine months ended September 30, 2025, total net revenue reached $29.424 million, compared to $18.656 million in 2024, indicating a 58% increase[39]. - The company launched LOQTORZI in December 2023, contributing to the overall revenue growth[39]. - The company reported total net revenue from discontinued operations of $10,663,000 for the three months ended September 30, 2025, a decrease from $64,722,000 in the same period of 2024[66]. Assets and Liabilities - Total current assets rose to $460.955 million as of September 30, 2025, compared to $341.583 million as of December 31, 2024, marking a 35% increase[12]. - The company reported total liabilities of $428.745 million as of September 30, 2025, down from $580.523 million as of December 31, 2024, indicating a 26.1% decrease[12]. - Coherus Oncology's total stockholders' equity improved to $87.774 million as of September 30, 2025, compared to a deficit of $131.990 million as of December 31, 2024[12]. - The total balance of chargebacks and discounts for prompt payment as of September 30, 2025, was $69.826 million, down from $275.645 million at December 31, 2024[42]. - Total accrued and other current liabilities decreased significantly to $13.1 million as of September 30, 2025, from $60.3 million as of December 31, 2024, representing a reduction of approximately 78.2%[58]. Research and Development - Research and development expenses increased to $27.252 million for the three months ended September 30, 2025, up from $22.052 million in the same period of 2024, reflecting a 23.5% rise[13]. - The company recognized a reduction in research and development expenses of $4.8 million during the nine months ended September 30, 2024, related to obligations to Junshi Biosciences[74]. - Coherus has a pipeline that includes two mid-stage clinical candidates targeting various cancers, aiming to grow sales of its PD-1 inhibitor, LOQTORZI[21]. Divestitures and Transactions - The Company divested the UDENYCA franchise to Intas Pharmaceuticals for an upfront cash consideration of $483.4 million, including $118.4 million for product inventory[22]. - The company recognized a net gain of $338.7 million from the sale of the UDENYCA business, which included cash receipts less net assets transferred and transaction expenses[60]. - The company is eligible for two additional earnout payments of $37.5 million each based on UDENYCA's net sales performance over specified periods[61]. - The company completed the divestiture of the UDENYCA business for $483.4 million, including $118.4 million for product inventory[60]. Stock and Shares - The weighted-average number of shares used in computing net loss per share was 116,229,170 for the three months ended September 30, 2025[13]. - Coherus Oncology's total common stock shares outstanding increased to 116,236,018 as of September 30, 2025, from 115,907,216 as of March 31, 2025[17]. - The company issued 287,473 shares under the employee stock purchase plan (ESPP), generating $188,000 in additional paid-in capital[17]. - The company had approximately 30.9 million outstanding dilutive potential shares excluded from the calculation of diluted net income (loss) per share for the three months ended September 30, 2025[107]. Cash and Cash Equivalents - Coherus Oncology's cash and cash equivalents decreased to $103.352 million as of September 30, 2025, from $125.987 million as of December 31, 2024, a decline of 17.9%[12]. - As of September 30, 2025, cash equivalents totaled $103.2 million, while marketable debt securities amounted to $152.4 million, leading to a total fair value of financial assets of $191.5 million[48]. - The company anticipates that its available cash, cash equivalents, and marketable securities will be sufficient to fund planned expenditures and meet obligations in the future[7]. Debt and Interest - The company entered into a senior secured term loan facility for up to $38.7 million, with net proceeds of $37.5 million used to repay the 2027 Term Loans[78]. - Interest expense for the 2029 Term Loan was $1.3 million for the three months ended September 30, 2025, and $3.9 million for the nine months ended September 30, 2025[80]. - The 2029 Term Loan matures on May 8, 2029, with an interest rate of 8.0% plus a three-month SOFR rate, and the company was in full compliance with the loan agreement as of September 30, 2025[79]. - The company recognized a loss on debt extinguishment of $10.3 million during the nine months ended September 30, 2025[70].

Sales Performance - Consolidated net sales for the three months ended September 30, 2025, were $128.3 million, representing a 12.0% increase compared to $114.6 million in the same period of 2024[106] - For the nine months ended September 30, 2025, consolidated net sales were $356.3 million, an increase of 6.0% from $336.2 million in 2024[106] - Net sales in Asia for the three months ended September 30, 2025, were $64.7 million, a 17.1% increase from $55.3 million in 2024[107] - In Europe, net sales for the three months ended September 30, 2025, were $22.1 million, up 12.7% from $19.6 million in 2024[112] - North America net sales for the three months ended September 30, 2025, were $36.2 million, reflecting a 7.7% increase from $33.6 million in 2024[113] - Latin America and Other markets saw net sales decrease to $5.3 million for the three months ended September 30, 2025, down 13.1% from $6.1 million in 2024[115] Cost and Expenses - Cost of sales as a percentage of net sales decreased to 26.7% for the three months ended September 30, 2025, compared to 28.7% in 2024[117] - Volume incentives as a percentage of net sales were 30.7% for the three months ended September 30, 2025, down from 31.0% in 2024[118] - Selling, general and administrative expenses increased to $45.7 million for the three months ended September 30, 2025, compared to $40.9 million in 2024[120] Income and Taxes - Other income, net for the three and nine months ended September 30, 2025, was $0.7 million and $4.9 million, respectively, compared to $2.6 million and $1.4 million during the same periods in 2024[121] - The provision for income taxes for the three months ended September 30, 2025, was 42.8%, compared to 41.2% for the same period in 2024, while for the nine months, it was 34.5% in 2025 versus 49.2% in 2024[122] - The effective tax rate difference for the nine months ended September 30, 2025, was primarily due to a decrease in foreign losses year over year and favorable adjustments to valuation allowances[126] Cash Flow and Capital - Operating activities provided cash of $25.4 million for the nine months ended September 30, 2025, compared to $13.1 million in the same period in 2024, primarily due to improved net income[137] - Investing activities used $4.1 million for the nine months ended September 30, 2025, compared to $8.8 million for the same period in 2024, related to capital expenditures[138] - Financing activities used $15.2 million for the nine months ended September 30, 2025, compared to $9.3 million for the same period in 2024[139] - As of September 30, 2025, working capital was $102.4 million, an increase from $94.9 million as of December 31, 2024[135] - The company had $95.6 million in cash as of September 30, 2025, with $89.8 million held in foreign markets[135] - The company maintains a revolving credit agreement with no outstanding balances as of September 30, 2025[141] Share Repurchase - The company repurchased 1,129,000 shares of common stock for $14.4 million during the nine months ended September 30, 2025, with a remaining balance of $19.3 million available for repurchases[140] Future Outlook - The company expects continued growth in international operations, significantly impacting total net sales[105]

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 September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41314 _______________________ AMPRIUS TECHNOLOGIES,INC. (Exact name of registrant as specified in its char ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q Washington, D.C. 20549 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39058 Peloton Interactive, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of inco ...

Acquisition and Integration - The company completed the acquisition of TEADS for approximately $0.9 billion, including $625 million in cash and 43.75 million shares of common stock[178][184]. - The company incurred acquisition and integration costs of approximately $3.7 million and $25.5 million for the three and nine months ended September 30, 2025, respectively[185]. - A restructuring plan was announced on February 3, 2025, with estimated charges of $11 million to $14 million, primarily for severance costs[187]. - The company recorded impairment charges of $15.5 million related to the discontinuation of the video product offering associated with the prior acquisition of vi[196]. - Ex-TAC Gross Profit increased by $70.8 million, or 118.7%, to $130.5 million for Q3 2025, and by $210.0 million, or 125.2%, to $377.8 million for the nine months ended September 30, 2025, primarily due to the impact of the Acquisition[254]. - Adjusted EBITDA increased by $7.7 million to $19.2 million for Q3 2025 and by $36.5 million to $56.8 million for the nine months ended September 30, 2025, driven largely by the Acquisition[275]. Financial Performance - Revenue for the three months ended September 30, 2025, was $318.8 million, a 42.3% increase from $224.2 million in the same period in 2024[186]. - Gross profit for the three months ended September 30, 2025, was $105.7 million, with a gross margin of 33.2%, compared to $48.9 million and 21.8% in the prior year[186]. - The company recorded a net loss of $19.7 million for the three months ended September 30, 2025, compared to a net income of $6.7 million in the same period in 2024[186]. - Adjusted EBITDA for the three months ended September 30, 2025, was $19.2 million, up from $11.5 million in the same period in 2024[186]. - Revenue for Q3 2025 increased by $94.6 million, or 42.2%, to $318.8 million compared to $224.2 million in Q3 2024[246]. - Revenue for the first nine months of 2025 rose by $292.9 million, or 44.7%, to $948.2 million from $655.3 million in the same period of 2024[246]. - Gross profit for Q3 2025 increased by $56.8 million, or 116.4%, to $105.7 million compared to $48.9 million in Q3 2024[253]. - Gross profit for the first nine months of 2025 rose by $172.7 million, or 126.9%, to $308.7 million from $136.0 million in the same period of 2024[253]. - The company reported a net loss of $19.7 million for Q3 2025 compared to a net income of $6.7 million in Q3 2024[245]. - The company experienced a loss from operations of $6.3 million in Q3 2025, compared to a loss of $2.9 million in Q3 2024[245]. Operational Challenges - The company faced operational challenges in returning to growth during Q2 and Q3 2025, implementing a complex integration of two similarly scaled companies, resulting in a lagging indicator of sales in key markets like the U.S., U.K., and France[201]. - A decline in paid page views for premium publisher partners was observed, with an approximate decrease of 10% to 15% attributed to the shift in user behavior due to generative AI tools[202]. - The legacy Outbrain DSP business experienced a $5.0 million decline in year-over-year Ex-TAC Gross Profit, driven by a small number of customers spending a combined $30.0 million less on the platform[203]. - The global economic environment has been unstable, with factors such as geopolitical tensions and inflation negatively impacting advertisers and overall business performance[205]. Advertising and User Engagement - The click-through rate (CTR) for ads on the Outbrain platform is currently less than 1%, highlighting significant room for growth in consumer engagement[211]. - The company plans to expand its platform to new media environments and formats, including unique video and high-impact display, to enhance user engagement and advertising effectiveness[216]. - The introduction of Connected Ads solutions aims to provide a more immersive brand experience, which is expected to drive new types of advertiser demand[218]. - The company continues to invest in its AI prediction engine to improve ad relevance and user engagement, which is critical for enhancing return on advertiser spend (ROAS)[220]. - The company reported tens of thousands of unique advertisers active on its platforms for the nine months ended September 30, 2025, indicating a broad engagement with its advertising services[209]. Financial Position and Liquidity - As of September 30, 2025, total debt was $621,629,000, with long-term debt amounting to $604,023,000[300]. - The company had cash and cash equivalents of $130,751,000 and short-term investments of $7,501,000 as of September 30, 2025, totaling available liquidity of $238,252,000[291]. - The company plans to meet liquidity needs through available cash, cash generated from operations, and borrowing capacity, focusing on payments to media partners and operating expenses[298]. - The 2025 Revolving Facility allows for up to $100,000,000 in borrowing capacity, with interest rates ranging from 3.25% to 4.25% depending on the company's leverage ratio[292]. - The company recorded a pre-tax gain of $1,200,000 from the repurchase of $9,300,000 aggregate principal amount of notes for $8,000,000 in cash[300]. - As of September 30, 2025, the company was in compliance with the financial covenants under the Credit Agreement[297]. - The Company has a new Overdraft Facility with HSBC providing a revolving line of credit of up to €15 million at a 3-month EURIBOR plus a margin of 1.8%[303]. - Net cash provided by operating activities decreased to $0.3 million for the nine months ended September 30, 2025, down from $25.9 million in the same period of 2024[311]. - Adjusted free cash flow decreased to $3.4 million for the nine months ended September 30, 2025, compared to $13.6 million for the same period in 2024[312]. - Cash used in investing activities was $545.4 million for the nine months ended September 30, 2025, a decrease of $621.0 million from cash provided by investing activities of $75.6 million in 2024[313]. - Net cash provided by financing activities increased to $585.4 million for the nine months ended September 30, 2025, from net cash used of $116.9 million in the same period of 2024[314]. - The Company repurchased 1,410,001 shares with a fair value of $5.8 million during the nine months ended September 30, 2024, with $6.6 million remaining under the stock repurchase program as of September 30, 2025[306]. - The Company has long-term debt of $604.0 million as of September 30, 2025, with no long-term debt outstanding as of December 31, 2024[327]. - The Company incurred future interest payments of approximately $62.8 million annually from 2026 to 2029, and $31.4 million in 2030 related to the Notes issued for the Acquisition[310]. - A hypothetical 10% change in foreign currency exchange rates would result in a $2.2 million impact on operating income for the three months ended September 30, 2025[322]. - The Company plans to monitor its exposure to interest rate risk, with a 100-basis point change in interest rates affecting the fair value of its investment portfolio by less than $0.1 million[325].

Financial Performance - Net sales for the three months ended September 30, 2025, were $392.2 million, a 12.0% increase from $350.1 million in the same period of 2024[95]. - Gross profit for the same period was $120.5 million, up 2.1% from $118.0 million year-over-year, with a gross profit margin of 30.7%[95][101]. - Net income for the three months ended September 30, 2025, was $14.3 million, compared to $13.7 million in the same period of 2024[95]. - For the nine months ended September 30, 2025, net sales increased by $118.7 million, or 12.2%, totaling $1.09 billion compared to $971.8 million in 2024[107]. - For the nine months ended September 30, 2025, gross profit increased approximately 4.8% compared to the same period last year, with a gross profit margin of 31.2% down from 33.4% in 2024[108]. Cash Flow and Capital Expenditures - Cash flow from operations was $79.1 million, with net cash flow of $59.3 million after $16.3 million in capital expenditures[95]. - Net cash flows from operating activities for the nine months ended September 30, 2025, were $177.4 million, significantly higher than $37.6 million in 2024[119]. - Capital expenditures for the nine months ended September 30, 2025, were $52.7 million, or 4.8% of net sales, with expectations to remain within 5% to 9% of net sales for the year[122]. - Cash and cash equivalents increased from $314.7 million at December 31, 2024, to $382.0 million at September 30, 2025[112]. - Working capital improved to $889.7 million as of September 30, 2025, up from $848.6 million at December 31, 2024[113]. Operating Expenses - Operating expenses for the three months ended September 30, 2025, increased by $12.8 million, with SG&A as a percentage of net sales decreasing to 15.4% from 17.0%[102]. - Operating expenses increased by $31.8 million, with SG&A as a percentage of net sales decreasing to 16.4% from 17.7% in 2024[109]. - R&D expenses rose by approximately $20.2 million, representing 11.1% of net sales compared to 10.4% in 2024[109]. Interest Income - Interest income rose by 87.3% to $8.5 million for the three months ended September 30, 2025, reflecting gains from derivative hedging instruments[103]. - Interest income increased by $7.9 million, or 59.3%, reflecting gains from derivative hedging instruments[110]. Market and Economic Factors - The company continues to analyze the impacts of tariffs imposed by the U.S. government, which could affect product demand and costs[93]. - The company faces significant risks from tariffs imposed by various governments, which could adversely affect its financial condition and results of operations[136]. - The semiconductor industry is highly cyclical, and downturns or changes in end-market demand could negatively impact the company's operating results and financial condition[137]. - Economic slowdowns in key markets, such as China, could limit demand for the company's products, adversely affecting its business prospects[157]. - The company is exposed to foreign currency risks due to its international operations, which could impact financial results[158]. Strategic Challenges - The company is under pressure to reduce product prices, which may adversely affect growth and profit margins[138]. - A significant part of the company's growth strategy involves acquisitions, but challenges in identifying suitable candidates or integrating them could adversely affect operations[145]. - The company relies on third-party suppliers for timely deliveries, and any disruptions could adversely affect its reputation and financial results[144]. - The company may face challenges in attracting and retaining qualified personnel, which could hinder future growth and operational efficiency[148]. - The company is subject to various environmental laws and regulations that could result in significant expenses impacting its financial condition[146]. - Compliance with government regulations regarding "conflict minerals" may lead to increased costs, negatively impacting the company's financial condition[155]. Future Outlook - Future margin expansion is expected to be driven by higher-margin automotive and industrial markets, along with new product introductions[98]. - The company recognized an impairment loss on an equity investment of $5.8 million due to a decline in value[110].

Sales Performance - Total net sales for the three months ended September 30, 2025, were $769.0 million, an increase of $143.3 million or 22.9% compared to $625.7 million in the same period of 2024[159]. - Net sales in the United States increased by $121.8 million, or 24.6%, driven by Nevro sales of $83.3 million and Musculoskeletal Solutions and Neuromonitoring sales of $48.4 million[159]. - International net sales increased by $21.5 million, or 16.5%, primarily due to Nevro sales of $15.9 million and an increase in Musculoskeletal Solutions spine product sales of $6.0 million[160]. - Total net sales increased by $250.4 million, or 13.5%, to $2.1 billion for the nine months ended September 30, 2025, driven by a $224.1 million increase in U.S. sales[173]. - International net sales rose by $26.3 million, or 6.9%, for the nine months ended September 30, 2025, with significant contributions from the Europe and Middle East region[174]. Cost and Expenses - Cost of sales decreased by $18.0 million, or 6.6%, to $252.5 million, with the percentage of net sales dropping to 32.8% from 43.2%[162]. - Cost of sales decreased by $75.3 million, or 9.8%, to $696.7 million for the nine months ended September 30, 2025, resulting in a cost of sales percentage of 33.0%[175]. - Research and development expenses increased by $2.7 million, or 7.6%, to $38.1 million, representing 4.9% of net sales[163]. - Research and development expenses decreased by $19.3 million, or 14.8%, to $111.1 million for the nine months ended September 30, 2025, representing 5.3% of net sales[176]. - Selling, general and administrative expenses rose by $73.6 million, or 30.6%, to $313.6 million, accounting for 40.8% of net sales[164]. - Selling, general and administrative expenses increased by $131.8 million, or 18.1%, to $860.0 million for the nine months ended September 30, 2025, accounting for 40.7% of net sales[177]. - Acquisition-related costs surged by $18.9 million, or 151.3%, to $31.5 million for the nine months ended September 30, 2025, primarily due to costs associated with the Nevro Merger[179]. - Restructuring costs decreased by $9.9 million, or 41.5%, to $13.9 million for the nine months ended September 30, 2025, representing 0.7% of net sales[180]. Income and Tax - A bargain purchase gain of $3.8 million was recorded due to adjustments related to the Nevro Merger, representing 0.5% of net sales[168]. - The company reported a bargain purchase gain of $114.4 million for the nine months ended September 30, 2025, attributed to the Nevro Merger[181]. - The income tax provision increased by $19.8 million, or 381.7%, to $25.0 million for the three months ended September 30, 2025, with an effective tax rate of 17.4%[170]. Cash Flow and Financing - Net cash provided by operating activities for the nine months ended September 30, 2025, was $504.86 million, an increase of $194.56 million compared to $310.30 million in 2024[187]. - Cash used in investing activities increased by $171.64 million, primarily due to acquisition-related costs of $234.9 million[189]. - Net cash used in financing activities was $692.38 million, largely due to the repayment of senior convertible notes amounting to $450 million[190]. - The company reported a net income increase of $320.8 million, contributing to higher cash from operating activities[188]. - The effect of foreign exchange rate changes on cash was an increase of $18.41 million for the nine months ended September 30, 2025[187]. - The company experienced a decrease in cash and cash equivalents of $412.67 million for the nine months ended September 30, 2025[187]. - The company has no outstanding borrowings under the September 2023 Credit Agreement as of September 30, 2025[186]. - The company is subject to financial covenants, including a funded net indebtedness to adjusted EBITDA ratio[186]. Mergers and Acquisitions - The Nevro Merger was completed on April 3, 2025, with Nevro's common stock converted into cash at $5.85 per share[150]. - The company entered into a revolving credit facility of up to $400 million with a termination date of September 27, 2028[186]. - The company acquired additional obligations and commitments related to the NuVasive and Nevro mergers, including contingent consideration arrangements and senior convertible notes[192]. - International net sales accounted for approximately 19.4% of total net sales during the nine months ended September 30, 2025[155]. - The company plans to expand its U.S. sales force to strengthen its market position[154].

Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $15,433,911, primarily due to a change in fair value of warrant liabilities amounting to $14,278,490 and general and administrative expenses of $2,940,901[151]. - For the nine months ended September 30, 2025, the company had a net loss of $14,649,991, which included a change in fair value of warrant liabilities of $15,355,000 and general and administrative expenses of $4,675,665[152]. - For the period from June 13, 2024, to September 30, 2024, the net loss was $52,461, influenced by formation costs of $16,241 and operating costs of $15,420[161]. Capital and Funding - The company generated gross proceeds of $166,000,000 from the initial public offering of 16,600,000 Units at $10.00 per Unit, along with an additional $5,985,000 from the sale of 5,985,000 private placement warrants[156]. - A total of $166,415,000 was placed in the trust account following the initial public offering and related transactions, with $10,605,256 incurred in offering-related costs[157]. - The company may receive loans up to $1,500,000 from sponsors or affiliates, which can be converted into private placement warrants at $1.00 per warrant[164]. Operating Activities - The company has incurred net cash used in operating activities of $1,607,589 for the nine months ended September 30, 2025[160]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination[150]. - The company held $482,352 in cash outside the trust account as of September 30, 2025, primarily for evaluating target businesses and due diligence[163]. Business Combination and Future Plans - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful completion of a business combination[138]. - The company has a working capital deficit and significant future costs, raising doubts about its ability to continue as a going concern within one year[167]. - The company has an agreement to pay $30,000 per month for office space and related services starting November 21, 2024, until a business combination is completed[169]. Regulatory and Compliance - The company announced a change of ticker symbols for its Class A ordinary shares, units, and public warrants from "DYNX," "DYNXU," and "DYNXW" to "ETHM," "ETHMU," and "ETHMW," respectively[141]. - A registration rights agreement allows holders of certain securities to demand registration, with specific conditions regarding the lockup period[173]. - The company is evaluating the impact of adopting ASU 2024-03, which requires additional disclosures about expense categories starting in fiscal years after December 15, 2026[175]. Advisory and Service Costs - The company has paid $178,742 and $546,375 to the service provider for advisory services for the three and nine months ended September 30, 2025, respectively[159]. - The underwriters from the initial public offering are entitled to a cash underwriting fee of $3,320,000, with a deferred fee payable upon the completion of the initial business combination[172]. Financial Position - As of September 30, 2025, the company had $171,904,018 in mutual funds primarily invested in money market funds held in the trust account, intended for the initial business combination[162]. - There are no off-balance sheet arrangements as of September 30, 2025, and no long-term debt or capital lease obligations[168].

Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $15,433,911, primarily due to a change in fair value of warrant liabilities amounting to $14,278,490 and general and administrative expenses of $2,940,901 [151]. - For the nine months ended September 30, 2025, the company had a net loss of $14,649,991, which included a change in fair value of warrant liabilities of $15,355,000 and general and administrative expenses of $4,675,665 [152]. - For the nine months ended September 30, 2025, net cash used in operating activities was $1,607,589, with a net loss of $14,649,991 impacted by a change in fair value of warrant liabilities of $15,355,000 [160]. - For the period from June 13, 2024, to September 30, 2024, the net loss was $52,461, influenced by formation costs of $16,241 and operating costs of $15,420 [161]. - The company has incurred significant costs related to financing and acquisition plans, raising doubts about its ability to continue as a going concern within one year [167]. Capital and Funding - The company generated gross proceeds of $166,000,000 from the initial public offering of 16,600,000 Units at $10.00 per Unit, along with an additional $5,985,000 from the sale of 5,985,000 private placement warrants [156]. - A total of $166,415,000 was placed in the trust account following the initial public offering and related transactions, after incurring $10,605,256 in offering costs [157]. - The company may receive loans from its sponsor or affiliates to fund working capital deficiencies, with up to $1,500,000 convertible into private placement warrants at $1.00 per warrant [164]. - The underwriters from the initial public offering are entitled to a cash underwriting fee of $3,320,000, with a deferred fee payable upon the completion of the initial business combination [172]. Assets and Liabilities - As of September 30, 2025, the company had $171,904,018 in mutual funds primarily invested in money market funds held in the trust account, intended for the initial business combination [162]. - The company held $482,352 in cash outside the trust account as of September 30, 2025, primarily for evaluating target businesses and due diligence [163]. - There are no off-balance sheet arrangements as of September 30, 2025, and the company does not have any long-term debt or capital lease obligations [168]. - The company has a contractual obligation to pay $30,000 per month for office space and related services starting November 21, 2024, until a business combination is completed [169]. Operations and Business Development - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination [150]. - The company has entered into an advisory services agreement with Volta Tread LLC, with fees not exceeding an annual limit of 10% of interest earned on funds held in the trust account [159]. Regulatory and Compliance - The company incurred expenses related to being a public entity, including legal, financial reporting, accounting, and auditing compliance costs [150]. - The company announced a change of ticker symbols for its Class A ordinary shares, units, and public warrants from "DYNX," "DYNXU," and "DYNXW" to "ETHM," "ETHMU," and "ETHMW," respectively, effective August 26, 2025 [141]. - The company has not identified any critical accounting estimates that significantly impact its unaudited condensed consolidated financial statements [174]. - The company is evaluating the impact of adopting ASU 2024-03, which requires additional disclosures about specific expense categories starting in fiscal years after December 15, 2026 [175].