UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 October 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-42554 MARWYNN HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Nevada | 99-1867981 | | --- | --- | | (State or Other Jurisdiction of | (I.R.S. Empl ...

Merger and Acquisition - Pelican Acquisition Corporation entered into a definitive Agreement and Plan of Merger on September 9, 2025, with an aggregate merger consideration valued at US$215,000,000[125]. - The merger will involve a domestication process, transitioning from a Cayman Islands exempted company to a Texas corporation[123]. - Existing Greenland shareholders will receive 1,500,000 shares of Holdco common stock, while March GL shareholders will receive 20,000,000 shares[125]. - A promissory note of $100,000 was issued to Greenland for merger-related transaction costs, with the amount recorded as due to the target company[130]. - EBC was granted a right of first refusal for financing activities related to business combinations for a period of up to three years[147]. - The Company will pay EBC a service fee of 3.5% of the gross proceeds of the IPO, amounting to $3,018,750, upon the consummation of its initial business combination[149]. Financial Performance - For the three months ended October 31, 2025, the company reported a net income of $514,636, driven by interest income of $889,901, offsetting general and administrative expenses of $375,265[134]. - The company has not generated any revenues to date and does not expect to do so until after the completion of its initial business combination[132]. - The company generated total gross proceeds of $86,250,000 from its IPO, selling 8,625,000 units at $10.00 per unit[137]. - As of October 31, 2025, the company had cash of $220 and a working capital deficit of $145,981, indicating liquidity challenges[140]. Costs and Expenses - The company expects to incur significant costs related to the pursuit of its acquisition plans and ongoing public company expenses[133]. - The monthly fee for the Administrative Services Agreement with the Sponsor was increased from $15,000 to $20,000 as of April 4, 2025[144]. - The underwriters received a cash underwriting discount of $1,500,000 at the IPO closing on May 27, 2025[146]. - The Company entered into promissory notes totaling $700,000 with the Sponsor, which were repaid upon the closing of the IPO on May 27, 2025[143]. Regulatory and Reporting - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[155]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may apply for five years post-IPO[156]. - The Company has not identified any critical accounting policies and estimates that could materially affect its financial statements[151]. - The FASB issued ASU No. 2023-07, effective for fiscal years beginning after December 15, 2023, requiring additional segment disclosures[152]. - The Company has no off-balance sheet arrangements or commitments as of October 31, 2025[154]. Business Continuity - The company has until August 27, 2026, to consummate its initial business combination, or it will trigger an automatic winding up and liquidation[141].

Merger and Acquisition - Pelican Acquisition Corporation entered into a definitive Agreement and Plan of Merger on September 9, 2025, with an aggregate merger consideration valued at US$215,000,000[125]. - The merger will involve a domestication process, transitioning Pelican from a Cayman Islands exempted company to a Texas corporation[123]. - Existing Greenland shareholders will receive 1,500,000 shares of Holdco common stock, while March GL shareholders will receive 20,000,000 shares[125]. - A promissory note of $100,000 was issued to Greenland for transaction-related expenses, with the amount recorded as due to the target company[130]. - The Company will pay EBC a service fee of 3.5% of the gross proceeds of the IPO, amounting to $3,018,750, upon consummation of its initial business combination[149]. Financial Performance - For the three months ended October 31, 2025, Pelican reported a net income of $514,636, driven by interest income of $889,901, compared to a net loss of $43,064 for the same period in 2024[134]. - As of October 31, 2025, Pelican had cash of $220 and a working capital deficit of $145,981, indicating liquidity challenges[140]. - Pelican has not generated any revenues to date and does not expect to do so until after the completion of its initial business combination[132]. Initial Public Offering (IPO) - The company completed its IPO on May 27, 2025, raising total gross proceeds of $86,250,000 from the sale of 8,625,000 units at $10.00 per unit[137]. - The underwriters received a cash underwriting discount of $1,500,000 at the IPO closing and an additional $225,000 for the over-allotment option[146]. - The underwriters were granted a 45-day option to purchase up to 1,125,000 additional Units to cover over-allotments, which was fully exercised[145]. - The Company entered into promissory notes totaling $700,000 with the Sponsor, which were repaid upon the closing of the IPO on May 27, 2025[143]. Administrative and Compliance Matters - An Administrative Services Agreement was established with the Sponsor, with the monthly fee increased from $15,000 to $20,000 as of April 4, 2025[144]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[155]. - The Company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[156]. - The Company has no off-balance sheet arrangements as of October 31, 2025, and does not participate in transactions that create relationships with unconsolidated entities[142]. - The Company has not identified any critical accounting policies and estimates that could materially affect its financial statements[151]. - The Company has no off-balance sheet arrangements or commitments as of October 31, 2025[154]. - The FASB issued ASU No. 2023-07, effective for fiscal years beginning after December 15, 2023, requiring additional segment disclosures[152]. Future Expectations - The company expects to incur significant costs related to the pursuit of its initial business combination and has until August 27, 2026, to complete this transaction[141].

Product Approval and Market Potential - ONS-5010/LYTENAVA is the first ophthalmic formulation of bevacizumab approved in the EU and UK for treating wet AMD, launched in June 2025[17]. - ONS-5010/LYTENAVA received marketing authorization for wet AMD in the EU and UK, with the European Commission granting approval on May 27, 2024, and the MHRA on July 8, 2024[31][32]. - The FDA has set a PDUFA goal date of December 31, 2025, for a decision on the resubmitted BLA for ONS-5010/LYTENAVA[32]. - The company aims to commercialize ONS-5010/LYTENAVA as the first and only approved bevacizumab for ophthalmic use in multiple markets[30]. - ONS-5010/LYTENAVA is approved in the EU and UK as a lower-cost alternative to off-label Avastin and higher-cost approved therapies[76]. Clinical Trial Results - In November 2024, ONS-5010/LYTENAVA did not meet the pre-specified non-inferiority endpoint at week 8 in the NORSE EIGHT trial, with a difference of -2.257 BCVA letters[23]. - At week 12, the mean improvement in BCVA for ONS-5010/LYTENAVA was +5.5 letters, compared to +6.5 letters for ranibizumab[26]. - The NORSE TWO trial showed that 41.7% of patients treated with ONS-5010/LYTENAVA gained at least 15 letters in BCVA score, compared to 23.1% for ranibizumab[27]. - The mean change in BCVA score at month 11 was 11.2 letters for ONS-5010/LYTENAVA versus 5.8 letters for ranibizumab (p = 0.0035)[45]. - A total of 400 patients were enrolled in the NORSE EIGHT trial, with a mean improvement of +4.2 letters in BCVA for ONS-5010/LYTENAVA and +6.3 letters for ranibizumab at week 8[50]. Financial Performance and Projections - As of September 30, 2025, the company reported net losses of $62.4 million and $75.4 million for the years ended September 30, 2025 and 2024, respectively[164]. - The company recognized revenues of $1.4 million from sales of LYTENAVA in Germany and the UK during fiscal year 2025[164]. - The cash and cash equivalents balance as of September 30, 2025, was $8.1 million, which is insufficient to fund operations for the next 12 months[174][176]. - The company has incurred significant losses and negative cash flows from operations since inception and expects to continue this trend for at least the next 12 months[164][166]. - There is substantial doubt about the company's ability to continue as a going concern without raising additional capital[173][176]. Regulatory Challenges and Compliance - The company received a Complete Response Letter (CRL) from the FDA in August 2023, indicating that the BLA for ONS-5010/LYTENAVA could not be approved due to several issues[186]. - The FDA requires the successful completion of an additional adequate and well-controlled clinical trial for ONS-5010/LYTENAVA to approve it for use in wet AMD[197]. - The company must comply with extensive regulatory requirements for manufacturing, labeling, and post-marketing studies, which could impact operational efficiency[207][208]. - The FDA closely regulates marketing and promotion of biologics, and violations can lead to significant penalties, including civil and criminal actions[99]. - The company may face significant delays or additional costs due to regulatory requirements for post-marketing clinical trials[209]. Market Landscape and Competition - The total anti-VEGF retina market in Europe is estimated at approximately $3.6 billion, with around 1.52 million treated patients and 8.3 million total anti-VEGF units[18]. - The total anti-VEGF retina market in the United States is estimated at $8.5 billion, with 55% of physicians preferring off-label repackaged bevacizumab as the first-line product[18]. - The global market for anti-VEGF retina is estimated to be approximately $16 billion[18]. - Competitors include major pharmaceutical companies like Novartis, Regeneron, and Genentech, which have greater financial and marketing resources[76]. - The company aims to strategically price ONS-5010/LYTENAVA as a lower-cost alternative while remaining above off-label compounds[75]. Future Plans and Strategic Initiatives - The company plans to seek approval for ONS-5010/LYTENAVA in additional countries and potentially partner for commercialization[31][34]. - The commercialization strategy includes a collaboration with Cencora for global launch support, focusing on market access and distribution in the EU and UK[51][52]. - The company is actively pursuing additional licensing opportunities in the Southern Hemisphere based on existing European Medicines Agency authorization[69]. - The company aims to mitigate high treatment costs for retinal diseases, which can lead to insufficient treatments for patients[57]. - The company is focusing solely on the development of ONS-5010/LYTENAVA and has ceased active development of other biosimilar product candidates[189].

Business Operations - As of September 27, 2025, Flanigan's Enterprises operates a total of 32 units, including 11 restaurants and 11 package liquor stores, all under the service marks "Flanigan's Seafood Bar and Grill" and "Big Daddy's Liquors"[19][31][26]. - The company owns and operates 11 package liquor stores, with two of them jointly operated with restaurants[26]. - Flanigan's has 5 franchised units, including 4 restaurants and 3 package liquor stores, with no new franchise arrangements anticipated in the foreseeable future[19][32][27]. - The company has invested in 11 limited partnerships that own and operate restaurants, with management fees based on cash available for distribution[35][37]. - The company has maintained operational control over its units through a combination of ownership and management agreements with limited partnerships[23][24]. Sales and Revenue - Food sales account for approximately 79.67% of total restaurant sales, while bar sales represent about 20.33%[21]. - The company reported a franchise revenue of approximately $4.5 million for the quarter, reflecting a growth of 20% year-over-year[184]. - Total revenue for fiscal year 2025 increased by $18,032,000 or 9.63% to $205,248,000 from $187,216,000 in fiscal year 2024, primarily due to increased package liquor store and restaurant sales[208]. - Restaurant food sales reached $124,501,000, accounting for 61.25% of total sales in fiscal year 2025, compared to $114,795,000 or 61.95% in fiscal year 2024[207]. - Package store sales increased to $46,988,000, representing 23.12% of total sales in fiscal year 2025, up from $40,497,000 or 21.85% in fiscal year 2024[207]. Costs and Expenses - The company paid approximately $4.01 million in premiums for various insurance policies for the policy year commencing December 30, 2024, which includes coverage for franchises totaling approximately $911,000[87]. - Total costs and expenses for fiscal year 2025 rose to $196,503,000, an increase of 8.34% from $181,375,000 in fiscal year 2024[212]. - Payroll and related costs for fiscal year 2025 were $63,701,000, reflecting a 7.33% increase from $59,349,000 in fiscal year 2024[216]. - Operating expenses for fiscal year 2025 increased to $27,438,000, an 11.08% rise from $24,701,000 in fiscal year 2024[217]. Labor and Employment - The company employs 2,033 persons as of the fiscal year end 2025, with 773 full-time and 1,260 part-time employees[77]. - The company has a favorable labor relations environment with no employees represented by collective bargaining organizations[77]. - The minimum wage in Florida is currently $14.00 per hour, increasing by $1.00 per hour annually until it reaches $15.00 per hour in 2026, which will significantly impact the company's labor costs[102]. - The company faces significant labor cost inflation, which could materially adversely affect its financial performance if not offset by price increases or other measures[100]. - The company has experienced challenges in hiring and retaining qualified personnel, which could adversely affect its ability to operate and grow[99]. Market Competition - The company competes with well-established competitors that have greater financial resources, which may provide advantages in marketing and purchasing[91]. - The restaurant and package liquor store industry is highly competitive, impacting revenue and profitability due to established competitors with greater resources[111]. - Comparable restaurant sales growth is critical for profit growth, and any decline could significantly impact profitability due to the loss of positive profit margins[106]. Technology and Cybersecurity - The company maintains cybersecurity measures, including encryption and tokenization for credit card transactions, to protect sensitive information[61]. - The company has a comprehensive cybersecurity risk management program to safeguard its information systems and mitigate risks[173]. - Significant failures or interruptions in key information technology systems could adversely impact business operations and customer experience[143]. - The company is exposed to interest rate fluctuations on its borrowings and uses interest rate swap agreements to manage these risks[167]. Strategic Initiatives - The company is exploring potential acquisitions to enhance its product offerings and expand its geographic footprint[184]. - A new marketing strategy has been implemented, aiming for a 25% increase in brand awareness over the next six months[184]. - The company is investing in new technology development, allocating $C million towards R&D to enhance product offerings and improve user experience[5]. - The company plans to implement a new loyalty program, projected to increase repeat customer visits by 15%[185]. Future Outlook - The company provided an optimistic outlook for the next quarter, projecting revenue growth of A% and an increase in user engagement metrics[3]. - The company anticipates an increase in restaurant food and bar sales for fiscal year 2026 due to increased restaurant traffic[209][210]. - The company provided guidance for the next quarter, expecting revenue to be between $220 million and $240 million, indicating a potential growth of 10% to 20%[186]. - Overall, the company remains optimistic about maintaining a strong growth trajectory in the upcoming fiscal year[185].

Labor and Employment Risks - The company employs approximately 113,000 persons, and labor shortages, turnover, and labor cost increases could adversely affect financial performance [65]. - The company faces risks related to labor, including potential liabilities from class action lawsuits and employee claims, which could lead to significant financial exposure [91]. - Approximately 45% of the company's employees were subject to local collective bargaining agreements as of October 31, 2025, with some agreements set to expire or be renegotiated in 2026 [95]. Market and Economic Conditions - Economic conditions, including high interest rates and changes in consumer goods pricing, could reduce demand for the company's services and negatively impact revenue [76]. - The company faces significant competition in the facility services market, which could impact profitability if unable to respond to market shifts [64]. - Future increases in interest rates could adversely impact the company's borrowing costs and overall financial condition [97]. Operational and Regulatory Challenges - The company is in the process of transitioning to new ERP systems, which began in Q3 2023 and is expected to continue until Q1 2025, potentially affecting operational efficiency [80][81]. - The company is subject to extensive legal and regulatory requirements, which could increase compliance costs and limit profitability [92]. - The company’s international operations are subject to complex regulations, including GDPR, which could lead to significant legal and financial risks [71][72]. Financial Performance and Risks - The company’s profitability may be negatively impacted if actual costs exceed specified rates in client contracts [65]. - The company’s ability to maintain long-term client relationships is crucial for profitability, as contracts are often cancelable with short notice [69]. - The company’s ability to generate cash flow is subject to various economic and competitive factors, impacting its capacity to meet debt obligations and fund operations [98]. Acquisition and Growth Opportunities - The company anticipates the WGNSTAR Acquisition to be completed in the first half of 2026, with expected growth opportunities and synergies dependent on client retention and employee integration [83]. Financial Instruments and Market Risks - The company has market risk exposure related to interest rates and foreign currency exchange rates, which could negatively impact earnings and cash flows [215]. - Interest rate swaps with an underlying notional amount of $620.0 million were in place, with fixed interest rates ranging from 1.72% to 3.81% [216]. - A 100 basis point increase in SOFR, EURIBOR, and SONIA would decrease future earnings and cash flows by $7.5 million and $5.6 million, respectively [216]. - The fair values of interest rate swap agreements as of October 31, 2025, included an asset of $4.3 million and a liability of $0.1 million [216]. - The company is primarily exposed to foreign exchange rate risk through operations in the UK and Ireland, with functional currencies being GBP and EUR, respectively [217]. - The company does not utilize hedging instruments to mitigate foreign currency exchange risks due to its intent to remain permanently invested in foreign operations [217]. Catastrophic Events and Disruptions - The company may experience disruptions due to catastrophic events, disasters, or pandemics, which could affect service delivery and financial results [105]. Credit and Borrowing - The company’s credit facility includes covenants that, if not complied with, could result in an event of default, adversely affecting its financial position [100]. - As of October 31, 2025, total outstanding borrowings amounted to $1,569.0 million [216].

Financial Performance - Net sales for the twelve weeks ended November 22, 2025, increased by $349.0 million to $4.6 billion, representing an 8.2% growth compared to the prior year period [84]. - Domestic commercial sales rose by $163.7 million to $1.3 billion, marking a 14.5% increase over the comparable prior year period [84]. - Gross profit for the twelve weeks ended November 22, 2025, was $2.4 billion, with a gross margin of 51.0%, down from 53.0% in the prior year period [86]. - Operating profit decreased by 6.8% to $784.2 million, negatively impacted by a non-cash LIFO effect of $98.0 million [80]. - Net income for the twelve weeks ended November 22, 2025, decreased by 6.0% to $530.8 million, with diluted earnings per share down 4.6% to $31.04 [90]. - Net income for the trailing four quarters ended November 22, 2025, was $2.5 billion, compared to $2.6 billion for the prior year [106]. - EBITDAR for the trailing four quarters ended November 22, 2025, was $4.8 billion, reflecting the company's operational performance [108]. Capital Expenditures and Investments - Capital expenditures for the twelve weeks ended November 22, 2025, were $314.2 million, up from $247.0 million in the prior year period, driven by growth initiatives [93]. - The company plans to increase investments in growth initiatives, including new stores and hub expansions, during fiscal 2026 compared to fiscal 2025 [95]. - The company anticipates relying primarily on internally generated funds and available borrowing capacity for capital expenditures and stock repurchases [97]. Tax and Debt Management - The effective income tax rate for the twelve weeks ended November 22, 2025, was 21.7%, down from 23.0% in the prior year period [89]. - The effective tax rate over the trailing four quarters ended November 22, 2025, was 20.0%, compared to 20.5% for the prior year [111]. - The adjusted debt to EBITDAR ratio as of November 22, 2025, was 2.5:1, consistent with the previous year [100]. - The company plans to maintain its investment grade credit ratings by targeting a ratio of adjusted debt to EBITDAR [100]. - A net decrease of $179.1 million in commercial paper was reported as of November 22, 2025 [116]. - The company expects to obtain financing based on current credit ratings and favorable experiences in the debt markets [97]. Debt Valuation and Interest Rate Impact - The fair value of the Company's debt was estimated at $8.7 billion as of November 22, 2025, and $8.9 billion as of August 30, 2025 [117]. - The fair value of debt exceeds the carrying value by $91.6 million at November 22, 2025, and $94.4 million at August 30, 2025 [117]. - The Company had $569.5 million and $748.6 million of variable rate debt outstanding at November 22, 2025, and August 30, 2025, respectively [117]. - A one percentage point increase in interest rates would negatively impact pre-tax earnings and cash flows by $5.7 million in fiscal 2026 for variable rate debt [117]. - The Company had outstanding fixed rate debt of $8.1 billion, net of unamortized debt issuance costs of $46.4 million at November 22, 2025 [117]. - A one percentage point increase in interest rates would reduce the fair value of fixed rate debt by $443.3 million at November 22, 2025 [117]. Store Expansion - The company opened 53 net new stores during the twelve weeks ended November 22, 2025, compared to 34 in the prior year period [93].

Financial Performance - Net sales decreased by approximately $15.0 million, or 22.7%, to approximately $51.2 million for the quarter ended June 30, 2025, compared to approximately $66.2 million for the quarter ended June 30, 2024[117]. - Adjusted EBITDA for the quarter ended June 30, 2025, was $(2.7) million, a decrease of $1.2 million or 75% compared to $(1.5) million for the same period in 2024[116]. - Gross profit decreased by approximately $4.6 million, or 24.3%, to approximately $14.4 million for the quarter ended June 30, 2025, primarily due to lower sales and higher cost of sales[125]. - Gross profit margin decreased to 28.1% for the quarter ended June 30, 2025, compared to 28.8% for the same quarter in 2024[110]. - Total operating expenses increased to 94.9% of sales for the quarter ended June 30, 2025, compared to 22.1% for the same quarter in 2024[110]. Sales Breakdown - Reorder sales decreased by approximately $11.5 million, or 21.8%, to approximately $41.3 million for the quarter ended June 30, 2025, primarily due to a decline in prescription medication sales[119]. - New order sales decreased by approximately $2.8 million, or 25.6%, to approximately $8.2 million for the quarter ended June 30, 2025, attributed to decreased and less efficient variable marketing spend[120]. - Recurring net sales, including AutoShip & Save subscriptions and membership revenue, accounted for 57.7% of total gross sales for the quarter ended June 30, 2025, up from 52.6% for the same period last year[122]. Customer Metrics - Average purchase per customer was approximately $99 for the quarter ended June 30, 2025, compared to $96 for the same quarter in 2024[101]. - The company acquired approximately 85,000 new customers for the quarter ended June 30, 2025, compared to approximately 120,000 new customers for the same period in 2024[121]. Expenses and Charges - General and administrative expenses increased by approximately $8.1 million, or 165.7%, to approximately $12.9 million for the quarter ended June 30, 2025, driven by an increase in stock-based compensation expense[126]. - The impairment of goodwill and intangible assets resulted in a charge of $26.7 million during the three months ended June 30, 2025[107]. - The fair value of the reporting unit was determined to be less than its carrying value, leading to a goodwill impairment charge[106]. - Cost of sales decreased by approximately $10.4 million, or 22.0%, to approximately $36.8 million for the quarter ended June 30, 2025, with cost of sales as a percentage of sales at 71.9%[124]. Macroeconomic Factors - The company expects macroeconomic factors, including inflation and rising interest rates, to continue impacting operations for the remainder of fiscal 2026[109]. Tax and Working Capital - The effective tax rate for the quarter ended June 30, 2025 was approximately 0.0%, compared to approximately 20.3% for the quarter ended June 30, 2024, due to the cancellation of performance stock units[131]. - Working capital decreased by $5.8 million to $10.3 million as of June 30, 2025, primarily due to a decrease in current assets[134]. Product Offering - The company has approximately 6,000 products in its line, including medications, health products, and supplies for pets[100]. - The company markets its products through national advertising campaigns to increase brand recognition and customer traffic[101].

Financial Performance - In fiscal year 2025, net contracts signed amounted to $9.85 billion for 9,943 homes, compared to $10.07 billion for 10,231 homes in fiscal year 2024, and $7.91 billion for 8,077 homes in fiscal year 2023[57]. - As of October 31, 2025, the company had a backlog of $5.49 billion, representing 4,647 homes, with approximately 98% expected to be delivered by October 31, 2026[64]. - The company recognized income from unconsolidated entities of $19.1 million in fiscal 2025, compared to a loss of $(23.8) million in fiscal 2024 and income of $50.1 million in fiscal 2023[69]. Land and Home Sites - As of October 31, 2025, the company owned or controlled approximately 76,100 home sites, an increase from approximately 74,700 home sites at October 31, 2024[41]. - The aggregate purchase price of land parcels subject to option and purchase agreements was approximately $7.54 billion, with $744.5 million already paid or deposited[45]. - The company expects to purchase approximately 8,800 additional home sites from several Land Development Joint Ventures over the coming years[42]. - The company acquired control of approximately 12,700 home sites in fiscal year 2025, net of options terminated and lots sold[41]. - At October 31, 2025, the percentage of home sites optioned was approximately 57%, up from 55% at October 31, 2024[41]. - At October 31, 2025, the company had agreed to acquire 832 home sites for approximately $111.3 million and expects to purchase an additional 8,800 home sites over the coming years[71]. Financing and Debt - The mortgage subsidiary, Toll Brothers Mortgage Company, financed $2.64 billion in settlements in fiscal year 2025, capturing 43.4% of total settlements[61]. - Cash down payments from home buyers averaged approximately 7% of the total purchase price of a home in fiscal year 2025[57]. - Total fixed-rate debt amounts to $1,990,612 thousand with a weighted average interest rate of 4.68%[291]. - Total variable-rate debt amounts to $797,301 thousand with a weighted average interest rate of 5.37%[291]. - The company has $107,896 thousand maturing in 2026 at a 3.64% interest rate[291]. - The company has $507,878 thousand maturing in 2027 at a 4.91% interest rate[291]. - A 1% increase in interest rates would increase annual interest incurred by approximately $8.0 million[291]. - The fair value of fixed-rate debt at October 31, 2025, is estimated at $1,998,222 thousand[291]. - The fair value of variable-rate debt at October 31, 2025, is estimated at $800,000 thousand[291]. - The company has $650,000 thousand of variable-rate debt maturing in 2030 at a 5.14% interest rate[291]. - The company has $553,404 thousand of fixed-rate debt maturing thereafter at a 5.54% interest rate[291]. - Bond discounts, premiums, and deferred issuance costs net total $(14,220) thousand for fixed-rate debt and $(2,699) thousand for variable-rate debt[291]. Investments and Joint Ventures - Investments in unconsolidated entities totaled $1.03 billion as of October 31, 2025, with an additional commitment of up to $331.2 million for further funding if required[68]. - The company had $553.4 million invested in 21 Land Development Joint Ventures, with funding commitments of $315.5 million to 11 of these ventures[70]. - The company had an aggregate of $448.5 million in investments in 21 Rental Property Joint Ventures, with total loan commitments of $2.07 billion and outstanding borrowings of $1.77 billion[74]. Market and Competitive Environment - The home building business is highly competitive, with the company competing on price, location, design, quality, service, and reputation[65]. - The company is exposed to market risk primarily due to fluctuations in interest rates, affecting earnings and cash flow for variable-rate debt[290]. Workforce and Operations - The company employed approximately 4,900 full-time employees as of October 31, 2025, focusing on attracting and retaining talent[82]. - The company has significant land under control for which approvals have been obtained or are being sought, ensuring adequate supply for future development[46]. - The company is subject to various regulatory and environmental laws that may increase costs and delay community openings[75]. - The company has a two-step sales process, with non-binding reservation agreements tracked weekly to monitor demand strength in communities[56].

Financial Performance - The company reported a net loss of $15,605 for the three months ended September 30, 2025, and a net loss of $17,558 for the nine months ended September 30, 2025, primarily due to general and administrative costs [108]. - The company has not engaged in any operations or generated revenues to date, with expectations to generate non-operating income post-Business Combination [107]. Initial Public Offering (IPO) - The company completed its Initial Public Offering (IPO) on November 14, 2025, raising gross proceeds of $287,500,000 from the sale of 28,750,000 units at $10.00 per unit [110]. - Following the IPO, a total of $287,500,000 was placed in the Trust Account, with transaction costs amounting to $10,994,477, including a cash underwriting fee of $250,000 and a deferred underwriting fee of $8,625,000 [111]. Use of Funds - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination, with remaining proceeds allocated for working capital and growth strategies [113]. - The company may need to raise additional capital through loans or investments from the Sponsor or other parties to finance operations or complete the Business Combination [117]. Legal and Regulatory Matters - The company has incurred $690,344 in legal fees in excess of the deferral threshold as of September 30, 2025, related to legal advisory services [123]. - The company is subject to new SEC rules for SPACs, which may affect its ability to negotiate and complete its initial Business Combination [106]. Debt and Obligations - The company has no long-term debt or capital lease obligations, but incurs a monthly fee of $5,000 for office space and administrative support services [120]. - The company has no off-balance sheet arrangements or obligations as of September 30, 2025 [119].