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

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

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

have various maturity dates and were issued on an uncommitted basis. Additionally, the Company's total surety bonds commitment was $47.7 million at November 23, 2024, compared with $48.9 million at August 31, 2024. Since its fiscal year end, the Company has canceled, issued and modified stand-by letters of credit that are primarily renewed on an annual basis to cover deductible payments to its casualty insurance carriers. As of November 23, 2024, the $565 million commercial paper borrowings, the $400 millio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION __________________ Form 10-Q For the quarterly period ended October 31, 2024 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-23248 ONE SOURCE. GLOBAL OPTIONS. 2201 Landmeier Road Elk Grove Village, Illinois 60007 (Address of principal executive offices) (Zip Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securi ...

The fair value hierarchy also requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company's cash and cash equivalents, accounts receivable, other receivables, accounts payable and accrued liabilities are carried at amounts that approximate their fair values (Level 2 measurement) due to their short maturities. Upon the occurrence of certain events, the Company re-measures the fair value of non-marketable equity investments f ...

Goodwill and Intangible Assets In the third quarter of fiscal 2023, the Company received notice from a significant SaaS client of its intent not to renew its contract following the expiration of the then-current term on December 31, 2023. The Company also announced the acceleration of the Strategic Restructuring to reduce costs while maintaining the Company's ability to expand its SaaS business. Following these announcements, the Company's share price declined significantly. Based on the 2023 Triggering Eve ...

Upon closing of the Offering, the Company issued the Representative certain warrants to purchase up to 182,952 shares of common stock (the "Representative's Warrants") as compensation, which amount was offset against the proceeds received. The Representative's Warrants will be exercisable at a per share exercise price of $0.8125. The Representative's Warrants are exercisable, in whole or in part, during the four and one-half-year period commencing 180 days from the commencement of sales of the shares of com ...

| --- | --- | --- | --- | --- | |-------------------------------------------------------------------------------------------------------------|-------|---------------------------------------------|-------|--------------------------| | Changes in the product warranty liability are as follows: \n(in millions) Balance at beginning of period | $ | Three Months Ended November 30, 2024 \n78.9 | $ | November 25, 2023 \n97.8 | | Provision | | 20.5 | | 18.4 | | Claims paid | | (26.9) | | (24.4) | | Balance at end of ...

EXHIBIT 99.1 Melissa Dykstra Vice President Corporate Communications and Investor Relations Phone: 614-840-4144 Melissa.Dykstra@worthingtonsteel.com 100 W. Old Wilson Bridge Rd. Columbus, OH 43085 WorthingtonSteel.com Worthington Steel Reports Second Quarter Fiscal 2025 Results COLUMBUS, Ohio, December 18, 2024 – Worthington Steel, Inc. (NYSE: WS), a market-leading, value-added metals processing company, today reported financial results for the fiscal 2025 second quarter ended November 30, 2024. Second Quar ...