Production and Sales Performance - Q3-2025 net production volumes reached 1,566 barrels of oil per day, a 5% increase from Q2-2025, with total equivalent production at 2,398 Boe/d[2] - Total product revenue for Q3-2025 was $9.4 million, down 14% from $10.9 million in Q3-2024, primarily due to lower realized prices for oil and NGLs[11] - Oil sales revenue increased to $8,790 million for the three months ended September 30, 2025, compared to $8,005 million in the previous quarter, reflecting a 9.8% increase[22] - Average daily equivalent sales for the three months ended September 30, 2025, were 2,398 Boe/d, up from 2,357 Boe/d in the previous quarter[24] - Average price per barrel of oil was $61.00 for the three months ended September 30, 2025, compared to $58.92 in the previous quarter, representing a 3.7% increase[24] Financial Performance - The company reported a net loss of $3.8 million in Q3-2025, or ($0.11) per diluted share, compared to a net loss of $3.6 million in Q3-2024[15] - Adjusted EBITDA for Q3-2025 was $0.1 million, a significant improvement from an adjusted EBITDA of ($0.1) million in Q3-2024[15] - Total revenue for the three months ended September 30, 2025, was $9,388 million, a decrease of 7.5% compared to $10,892 million for the same period in 2024[22] - Net loss for the three months ended September 30, 2025, was $3,844 million, an improvement from a net loss of $5,056 million in the same quarter of 2024[22] - Adjusted net loss for the three months ended September 30, 2025, was $3,934,000, compared to $5,231,000 for the previous quarter, reflecting a decrease of 24.8%[32] - EBITDA for the three months ended September 30, 2025, was $(11,000), a significant improvement from $(1,492,000) in the previous quarter[35] - Adjusted EBITDA for the nine months ended September 30, 2025, was $940,000, compared to $(1,597,000) for the same period in 2024, indicating a turnaround in performance[35] Operational Developments - Empire successfully completed a Rights Offering in Q3-2025, generating approximately $2.5 million in gross proceeds, with over 100% subscription of available securities[2] - The company is advancing its enhanced oil recovery efforts in North Dakota, with system upgrades expected to improve reliability and reduce long-term operating costs[4] - Empire plans to initiate its first drilling campaign in Texas in 2026, aligning capital development with market conditions[2] - The company is building operational flexibility by progressing a series of drilled-but-uncompleted wells, positioning for higher-value gas development in 2026[3] Cost Management - Lease operating expenses decreased to $5.7 million in Q3-2025 from $6.7 million in Q3-2024, primarily due to lower workover costs[12] - Lease operating expenses per Boe decreased to $25.99 for the three months ended September 30, 2025, from $29.78 in the previous quarter, indicating a 12.5% reduction[24] Cash and Assets - As of September 30, 2025, Empire had approximately $4.6 million in cash and $3.3 million available on its credit facility[17] - Total current assets increased to $14,686 million as of September 30, 2025, compared to $12,351 million at the end of December 2024[26] - Total liabilities rose to $69,329 million as of September 30, 2025, compared to $61,103 million at the end of December 2024, reflecting a 13.7% increase[26] - Total stockholders' equity decreased to $53,663 million as of September 30, 2025, down from $62,765 million at the end of December 2024[26] - The company reported a net cash increase of $2,308,000 for the three months ended September 30, 2025, compared to an increase of $1,212,000 in the previous quarter[29] - Total cash at the end of the period was $4,601,000, up from $2,293,000 at the beginning of the period[29] Shareholder Information - The company reported a weighted-average number of common shares outstanding of 34,043,173 for the three months ended September 30, 2025[22] - The diluted weighted-average number of common shares outstanding increased to 34,043,173 for the three months ended September 30, 2025, from 33,853,310 in the previous quarter[32] - Stock-based compensation for the three months ended September 30, 2025, was $238,000, down from $486,000 in the previous quarter[35]

Financial Performance - Net sales for the three months ended September 30, 2025, were $14,460,511, a decrease of 16.4% compared to $17,364,939 for the same period in 2024[20] - Gross profit for the quarter was $3,455,932, down from $3,986,570 in the prior year, reflecting a gross margin of approximately 23.9%[20] - The company reported a net income of $1,087,797 for the quarter, compared to a net loss of $1,842,225 in the same quarter of 2024[20] - For the three months ended September 30, 2025, consolidated revenues were $14,460,511, a decrease of 16.4% from $17,364,939 in the same period of 2024[99] - The company achieved a net income of $1,087,797 for the three months ended September 30, 2025, compared to a net loss of $1,842,225 in the same period of 2024[99] - The effective tax rate for the three months ended September 30, 2025, was approximately 0.0%, compared to 2.1% for the same period in 2024[84] - Net income for Q3 2025 was $1,087,797, an increase of $2,930,022 or 159% compared to a net loss of $(1,842,225) in Q3 2024[180] Operating Expenses - Operating expenses decreased significantly to $2,268,333 from $5,751,594, primarily due to lower selling and administrative expenses[20] - Selling expenses decreased by $870,322 or 45.2% to $1,054,106, representing 7.3% of net sales in Q3 2025 compared to 11.1% in Q3 2024[173] - General and administrative expenses were $1,214,227, a decrease of $2,612,677 or 68.3% from $3,826,904 in Q3 2024, primarily due to lower expenses at Gufeng[175] Cash Flow and Liquidity - Cash and cash equivalents increased to $53,253,117 as of September 30, 2025, from $52,519,418 at the end of the previous quarter[23] - Cash used in operating activities was $1,318,192, an improvement from $2,553,911 in the same period last year[23] - Net cash used in operating activities was $1,318,192 for the three months ended September 30, 2025, a decrease of $1,235,719, or 48.4%, from $2,553,911 in the same period in 2024[191] - Net cash used in investing activities was $12,952 for the three months ended September 30, 2025, compared to $8,544,101 in the same period in 2024[192] Assets and Liabilities - Total liabilities decreased to $68,814,150 from $73,577,378, indicating improved financial stability[18] - Stockholders' equity increased to $88,215,675 as of September 30, 2025, up from $84,119,670 at the end of June 2025[18] - Total identifiable assets as of September 30, 2025, were $157,029,825, a slight decrease from $157,697,048 as of June 30, 2025[101] - Total loans payable as of September 30, 2025, amounted to $12,175,073, a slight decrease from $12,610,561 as of June 30, 2025[194] Inventory and Receivables - Accounts receivable as of September 30, 2025, totaled $20,678,903, net of an allowance for doubtful accounts of $30,744,907[43] - Inventories increased by $903,670, or 2.4%, to $37,878,957 as of September 30, 2025, from $36,975,287 as of June 30, 2025[197] - Customer deposits decreased to $3,441,483 as of September 30, 2025, down from $4,526,024 as of June 30, 2025[200] Business Operations - Enlightify Inc. continues to focus on the development and distribution of various types of fertilizers, indicating ongoing commitment to its core business[24] - The fertilizer business generated approximately 83.1% of total revenues for the three months ended September 30, 2025, down from 85.6% in the same period of 2024[128] - Jinong segment reported revenues of $6,796,657, down from $7,421,659, while Gufeng segment revenues decreased from $7,439,542 to $5,213,257[99] - Jinong sold approximately 8,962 metric tons of fertilizer, a decrease of 26.9% from 12,262 metric tons in the same period of 2024[130] - Gufeng sold approximately 10,505 metric tons of fertilizer, down 29.7% from 14,940 metric tons in the same period of 2024[130] - The company has a total of 114 different fertilizer products developed and produced, with 76 by Jinong and 38 by Gufeng as of September 30, 2025[129] Market and Regulatory Environment - The Company was notified by NYSE of its determination to commence proceedings to delist its common stock, which raises substantial doubt about its ability to continue as a going concern[51] - The company is facing delisting from the NYSE due to falling below the market capitalization requirement of $15,000,000[116] - Following the delisting, the company's common stock is expected to be quoted on the OTC Markets Group Inc. under the symbol "ENFY"[118] - The company has raised substantial doubt about its ability to continue as a going concern due to the delisting and its financial condition[126] Foreign Exchange and Risk Management - The accumulated other comprehensive loss was $25 million due to foreign exchange risk exposure[213] - The RMB appreciated by a cumulative 0.7% against the U.S. dollar between July 1, 2025, and September 30, 2025[213] - The company has not entered any hedging transactions to mitigate foreign exchange or interest rate risks[213][215] - Credit risk has increased since 2020, with overdue accounts receivable rising significantly due to the COVID-19 pandemic[216] - Accounts receivables are mainly derived from customers in the PRC, primarily individuals and SMEs, which may have weak cash flows[216]

VIE Structure and Corporate Governance - The company operates primarily through a Variable Interest Entity (VIE) structure, which allows it to consolidate financial results under U.S. GAAP despite not holding direct equity interests in the VIE or its subsidiaries[32]. - The company entered into new VIE Agreements on April 3, 2025, with Fujian Hualiu Culture & Sports Industry Development Co., Ltd. to regain control over the VIE[38]. - Under the Exclusive Services Agreement, the New WFOE is entitled to collect a service fee equal to 100% of the net income of the VIE, which is defined as the VIE's earnings before tax after deducting relevant costs and reasonable expenses[41]. - The Exclusive Option Agreement allows the New WFOE to purchase shares in the VIE at a price of RMB10 or the minimum amount permitted under PRC laws, whichever is lower[45]. - The company faces risks associated with its corporate structure, including uncertainties regarding the validity and enforcement of the VIE Agreements under PRC laws[52]. - The VIE Agreements may not provide the same level of operational control as direct ownership, posing risks if the VIE or its shareholders fail to perform their obligations[53]. - The corporate structure involves unique risks to investors, as the securities represent the offshore holding company rather than the VIE or its subsidiaries[32]. - The VIE Agreements may not comply with PRC regulatory restrictions on foreign investment, leading to potential penalties or loss of interests in operations[88]. - If the corporate structure and VIE Agreements are deemed illegal, the company may be unable to consolidate financial results of Xiamen Pop Culture under U.S. GAAP[89]. - The effectiveness of the VIE Agreements in providing control over Xiamen Pop Culture is uncertain, as reliance is placed on the performance of Xiamen Pop Culture and its shareholders[94]. - The VIE Agreements are governed by PRC laws, which may complicate enforcement and limit the ability to exert control over Xiamen Pop Culture[95]. - Changes in the definition of a VIE or the primary beneficiary status could impact the consolidation of financial results[96]. - Conflicts of interest may arise between Xiamen Pop Culture shareholders and the company, affecting control and economic benefits[99]. - The company relies on licenses held by Xiamen Pop Culture, and any deterioration in this relationship could adversely affect operations[101]. - The Foreign Investment Law and its implementation regulations create uncertainties regarding the status of businesses controlled through contractual arrangements[105]. - The CEO, Mr. Zhuoqin Huang, controls approximately 93.68% of the voting rights in the company through 10,576,308 Class B Ordinary Shares[107]. - The company may face substantial uncertainties regarding compliance with the Foreign Investment Law, which could materially affect its operations and financial condition[107]. Regulatory Environment and Compliance - The company is subject to potential regulatory changes in China that could impact the VIE structure and its operations[52]. - The company is not currently subject to cybersecurity review by the Cyberspace Administration of China (CAC) as it does not possess personal information of over one million users[54]. - The company has obtained all requisite licenses and approvals needed to engage in its current business operations in the PRC, including business licenses and Internet Content Provider Licenses[57]. - The company is classified as an Existing Issuer under the CSRC Notice and is not required to complete immediate filing procedures for its initial public offering[61]. - The revised Provisions on Strengthening Confidentiality and Archives Administration require domestic companies to obtain approval for disclosing documents containing state secrets before overseas offerings[62]. - The company has not received any inquiries, notices, or sanctions from PRC regulatory authorities regarding its operations or securities offerings[58]. - The company is not required to obtain additional permissions from PRC authorities to maintain its listing status on U.S. exchanges based on current laws[58]. - The company has not been impacted by recent anti-monopoly regulations as it does not engage in monopolistic behaviors[56]. - The company anticipates that it will not collect personal information of over one million users in the foreseeable future, thus avoiding the need for cybersecurity review[54]. - The company has not received permission from Chinese authorities to list on U.S. exchanges, and future requirements for such permission remain uncertain[124]. - The Chinese government may increase oversight of overseas public offerings, potentially hindering the company's ability to offer securities to investors[126]. - The legal environment in China presents uncertainties that could limit the legal protections available to the company and its investors[112]. - The company may incur increased costs to comply with existing and new regulations, which could adversely impact its financial condition[122]. - The recognition and enforcement of foreign judgments in China are uncertain, which could complicate legal proceedings involving the company[118]. - The company is required to complete filing procedures for future offerings or fundraising activities as per the Trial Measures[128]. - The Cybersecurity Review Measures require online platform operators with personal information of at least one million users to apply for a cybersecurity review before foreign listings[132]. - The PRC operating entities are required to maintain various approvals, licenses, and permits to operate, and failure to do so could materially affect their business operations[148]. - The evolving regulatory environment in China may lead to increased scrutiny and potential penalties for non-compliance with labor-related laws[147]. Financial Performance and Management - For the fiscal year ended June 30, 2025, total revenue reached $107.63 million, a significant increase from $47.38 million in 2024, representing a growth of approximately 126%[78]. - The gross profit for the fiscal year ended June 30, 2025, was $4.32 million, compared to $2.88 million in 2024, indicating a gross profit margin improvement[78]. - Net income for the fiscal year ended June 30, 2025, was a loss of $6.89 million, an improvement from a loss of $12.63 million in 2024[78]. - Total assets as of June 30, 2025, amounted to $114.88 million, up from $42.23 million in 2024, reflecting a growth of approximately 172%[82]. - Cash and cash equivalents as of June 30, 2025, were $2.93 million, a decrease from $230,563 in 2024[82]. - The company reported net cash used in operating activities of $1.74 million for the fiscal year ended June 30, 2025, compared to $5.16 million in 2024, indicating improved cash flow management[84]. - The total liabilities as of June 30, 2025, were $93.27 million, compared to $26.91 million in 2024, showing an increase of approximately 247%[82]. - The Company has not made any dividends or distributions to shareholders and does not anticipate paying cash dividends in the foreseeable future[69]. - The Company intends to retain future earnings to finance business expansion, with no plans for immediate distributions[69]. - Cash management policies require cash requests to be approved by designated management members before allocation[67]. - The PRC government imposes controls on the convertibility of Renminbi into foreign currencies, which may affect the Company's ability to pay dividends[73]. - Under PRC laws, companies can only pay dividends from retained earnings and must set aside at least 10% of after-tax profits for statutory reserves until it reaches 50% of registered capital[72]. - The PCAOB currently has access to inspect the Company's auditor, which is crucial for compliance with the Holding Foreign Companies Accountable Act[65]. - The company does not intend to pay dividends for the foreseeable future, opting to retain earnings for business operations and expansion[217]. Market and Operational Risks - The PRC operating entities' business is significantly influenced by China's political, economic, and social conditions, which could adversely affect their financial performance[109]. - Changes in government policies, including taxation and foreign investment regulations, could lead to increased operational costs and affect the company's competitive position[110]. - The Chinese government has substantial control over the economy, and any new regulations could require the company to make material changes to its operations[120]. - Labor costs in China are expected to continue increasing, which may adversely affect the company's profitability unless these costs can be passed on to customers[144]. - The company is subject to stricter regulatory requirements regarding labor contracts and employee benefits, which may limit operational flexibility[145]. - The PRC operating entities may face significant risks if they are unable to retain existing clients for their Live and Digital Entertainment businesses, which could materially affect results of operations[184]. - The PRC operating entities face significant risks related to live entertainment events, including potential terrorist attacks, weather-related interruptions, and public safety issues, which could adversely affect profitability and event success[191]. - The PRC operating entities' business depends on maintaining strong relationships with local authorities and third-party service providers, which are critical for event execution and success[195]. - Negative publicity, including allegations of misconduct or security breaches, could harm the recognition of the PRC operating entities' brands and adversely affect their business[199]. - The PRC operating entities operate in a highly competitive market, facing challenges from large companies like Alibaba, Tencent, and Baidu, which are investing in similar entertainment sectors[205]. - Expansion into new cities or markets poses significant legal and regulatory challenges, which could negatively impact the PRC operating entities' growth and profitability[207]. - The PRC operating entities may struggle to find suitable strategic partnerships or acquisition opportunities that align with their long-term goals, potentially limiting their service offerings[208]. - The PRC operating entities' ability to attract new sponsors and clients is influenced by their brand recognition and marketing effectiveness, which are critical for revenue growth[198]. - The PRC operating entities rely on third-party advertising services, and any failure to comply with advertising laws could result in penalties and harm their reputation[203]. - The PRC operating entities' intellectual property rights are vital for their success, and any failure to protect these rights could have a material adverse effect on their business[201]. - The PRC operating entities' operations are significantly affected by general economic conditions, which could reduce discretionary income and impact revenue[212]. - The demand for the PRC operating entities' content may decline due to unauthorized distribution, potentially leading to a material adverse effect on revenue[213]. - The current insurance policies may not provide adequate coverage against all claims, which could result in uninsured losses affecting financial conditions[214]. - The PRC operating entities have not received any regulatory warnings regarding their content, but future content may still be deemed objectionable by PRC authorities[215]. - The loss of key personnel could disrupt business operations and adversely affect future growth, given the high demand for qualified individuals in the Chinese Pop Culture ecosystem[211]. - The market price of Class A Ordinary Shares may be volatile and could fluctuate widely due to factors beyond the company's control[219]. - The company may face significant additional expenses if it ceases to qualify as a foreign private issuer, impacting results of operations[222]. - The board of directors may decline to register transfers of Class A Ordinary Shares under certain circumstances, potentially affecting liquidity[228]. Customer and Revenue Concentration - For the fiscal year ended June 30, 2025, revenue from the Live Entertainment business accounted for 9.3% of total revenue, while revenue from the Digital Entertainment business accounted for 88.6%[183]. - Three major customers accounted for approximately 21%, 20%, and 12% of the operating entities' total revenue for the fiscal year ended June 30, 2025[185]. - As of June 30, 2025, the top five customers accounted for approximately 70% of the accounts receivable balance[185].

IPO and Fundraising - The company completed its IPO on May 29, 2025, raising total gross proceeds of $74,750,000 from the sale of 7,475,000 units at an offering price of $10.00 per unit[100]. - The company incurred $3,259,220 in transaction costs related to the IPO, including $745,500 in underwriting fees and $1,495,000 in deferred underwriting fees[110]. - Underwriting fees included a cash discount of $0.10 per unit, totaling $747,500, and a deferred fee of $0.20 per unit, totaling $1,495,000, payable upon business combination[129]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $682,288, primarily from interest and dividend income of $795,474, offset by formation and operating costs of $113,186[107]. - For the nine months ended September 30, 2025, the company had a net income of $494,905, with interest and dividend income of $1,043,808, and total formation and operating costs of $548,903[108]. - As of September 30, 2025, the company had $76,167,558 held in the Trust Account, which is invested in U.S. Treasury securities[119]. Operational Status - The company has not yet engaged in any operations or generated revenue, relying on the sale of securities and loans from the sponsor to fund operations[102]. - The company plans to use funds held in the trust account to complete its initial business combination and may withdraw interest to pay taxes[120]. - The company issued a promissory note to the Sponsor HoldCo for up to $500,000 to be used for working capital, which is due upon the completion of the initial business combination or liquidation[123]. Working Capital and Expenses - As of September 30, 2025, the company had a working capital deficit of $23,287 and $17,351 in cash[112]. - As of September 30, 2025, the Company had $93,434 in borrowings under working capital loans[125]. - On July 7, 2025, the Company repaid $350,000 of a promissory note and transferred a remaining balance of $76,975 to working capital loans[125]. - The Company does not expect to need additional funds for operating expenditures but may require financing for business combination completion or share redemptions[126]. Regulatory and Compliance - As of September 30, 2025, the Company had no off-balance sheet arrangements or contractual obligations[127]. - Management believes that recent accounting standards will not materially affect the unaudited financial statements[131]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[132]. Future Expectations - The company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs[106].

IPO and Fundraising - The company completed its IPO on May 29, 2025, raising total gross proceeds of $74,750,000 from the sale of 7,475,000 units at an offering price of $10.00 per unit[100]. - The company incurred $3,259,220 in transaction costs related to the IPO, including $745,500 in underwriting fees and $1,495,000 in deferred underwriting fees[110]. - Underwriters received a cash underwriting discount of $0.10 per Unit, totaling $747,500 at IPO closing, with a deferred fee of $1,495,000 upon business combination[129]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $682,288, primarily from interest and dividend income of $795,474, offset by formation and operating costs of $113,186[107]. - For the nine months ended September 30, 2025, the company had a net income of $494,905, with interest and dividend income of $1,043,808, and total formation and operating costs of $548,903[108]. - As of September 30, 2025, the company had $76,167,558 held in the Trust Account, which is invested in U.S. Treasury securities[119]. Working Capital and Financing - The company had a working capital deficit of $23,287 as of September 30, 2025, with $17,351 in cash available[112]. - The company issued a promissory note to the Sponsor HoldCo for up to $500,000 to fund working capital needs prior to completing its initial business combination[123]. - As of September 30, 2025, the Company had $93,434 of borrowings under working capital loans[125]. - On July 7, 2025, the Company repaid $350,000 of a promissory note and transferred a remaining balance of $76,975 to working capital loans[125]. - The Company does not expect to need additional funds for operating expenditures but may require financing for business combination completion or share redemptions[126]. Business Combination and Future Plans - The company plans to use funds held in the trust account to complete its initial business combination and may withdraw interest to pay taxes[120]. - The company has not yet identified a specific business combination target and has not engaged in substantive discussions with any potential targets[99]. Regulatory and Compliance - The company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs[106]. - As of September 30, 2025, the Company had no off-balance sheet arrangements or contractual obligations[127]. - Management believes that no recently issued accounting standards will materially affect the unaudited financial statements[131]. - The Company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[132].

Financial Performance - Net loss for Q3 2025 was $(45.0) million, a decrease of $46.9 million compared to a net income of $1.9 million in Q3 2024[110] - Net loss for the nine months ended September 30, 2025 was $58.5 million, a decrease of $69.9 million from net income of $11.4 million for the same period in 2024[170] - Net interest income for the three months ended September 30, 2025 was $22.2 million, a decrease from $22.7 million for the same period in 2024[174] - Net interest income for the nine months ended September 30, 2025, was $66.7 million, up from $65.9 million in 2024, indicating a slight increase of 1.2%[192] - Noninterest income decreased to $6.4 million for the nine months ended September 30, 2025, down from $22.2 million in 2024, a decline of 71.1%[201] - Noninterest expense totaled $65.5 million for the nine months ended September 30, 2025, compared to $59.2 million in 2024, an increase of 10.5%[203] Asset and Loan Management - Total assets decreased by $175.4 million to $3.8 billion as of September 30, 2025, compared to December 31, 2024[110] - Total loans decreased by $414.0 million, or 15.4%, to $2.3 billion as of September 30, 2025, compared to December 31, 2024[110] - Net loans decreased by $464.9 million, or 17.5%, to $2.2 billion as of September 30, 2025, due to a strategic focus on reducing risk in the loan portfolio[116] - Total deposits decreased by $121.4 million, or 3.5%, to $3.4 billion as of September 30, 2025, compared to December 31, 2024[110] - Nonaccrual loans increased by $5.7 million to $114.3 million as of September 30, 2025, compared to $108.5 million at December 31, 2024[112] - Special mention loans increased by $86.5 million in 2025, primarily due to downgrades during the year[122] Credit Losses and Provisions - The provision for credit losses for Q3 2025 was $47.9 million, significantly higher than $4.9 million in Q3 2024[110] - The allowance for credit losses increased to $85.7 million, or 3.76% of total loans, compared to $34.8 million, or 1.29%, at December 31, 2024[110] - The provision for credit losses surged to $79.1 million for the nine months ended September 30, 2025, compared to $14.0 million in the same period of 2024, representing a significant increase of 464.3%[197] - Total charge-offs for the nine months ended September 30, 2025, were $29.4 million, compared to $13.7 million in 2024, reflecting an increase of 115.6%[197] Equity and Capital - Total shareholders' equity decreased to $221.1 million at September 30, 2025, down from $255.0 million at December 31, 2024, primarily due to a net loss of $58.5 million during the nine months ended September 30, 2025[211] - The capital conservation buffer for First Guaranty was 3.49% as of September 30, 2025, exceeding the minimum requirement of 2.50%[213] - The Tier 1 Risk-based Capital Ratio for the Bank was 11.09% as of September 30, 2025, compared to 11.00% at December 31, 2024[217] Interest Income and Expenses - Interest income decreased by $3.9 million, or 6.8%, to $53.5 million for the three months ended September 30, 2025[176] - Interest income on loans decreased by $10.5 million, or 21.1%, to $39.3 million for the three months ended September 30, 2025[178] - Interest expense decreased by $2.5 million or 2.6%, totaling $95.6 million for the nine months ended September 30, 2025, compared to $98.1 million for the same period in 2024[185] - The net interest margin decreased to 2.34% for the three months ended September 30, 2025, compared to 2.51% for the same period in 2024[190] Securities and Investments - Investment securities net of the allowance for credit losses totaled $696.7 million at September 30, 2025, an increase of $94.0 million from $602.7 million at December 31, 2024[128] - The available for sale securities portfolio increased by $93.2 million, or 33.2%, to $374.3 million at September 30, 2025, primarily due to purchases of collateralized mortgage obligations and mortgage-backed securities[130] - The average maturity of the securities portfolio is approximately 7.02 years, with an estimated effective duration of 5.28 years as of September 30, 2025[132] Employee and Operational Metrics - Full-time equivalent employees decreased to 339 as of September 30, 2025, down from 404 a year earlier[113] - The average balance of total interest-earning assets increased by $164.2 million to $3.8 billion for the three months ended September 30, 2025[174] - The average balance of loans decreased by $317.3 million to $2.5 billion for the nine months ended September 30, 2025, from $2.8 billion for the same period in 2024[182]

Financial Performance - Net loss for Q3 2025 was $(45.0) million, a decrease of $46.9 million compared to a net income of $1.9 million in Q3 2024[110] - Return on average assets for Q3 2025 was (4.61)%, compared to 0.21% in Q3 2024, and for the nine months ended September 30, 2025, it was (2.00)%, down from 0.42% in 2024[114] - Loss per common share for the nine months ended September 30, 2025 was $(4.45), a decrease of $5.23 from $0.78 for the same period in 2024[170] - Noninterest income decreased to $6.4 million for the nine months ended September 30, 2025, down from $22.2 million in 2024, a decline of 71.1%[201] - Total shareholders' equity decreased to $221.1 million at September 30, 2025, down from $255.0 million at December 31, 2024, primarily due to a net loss of $58.5 million during the nine months ended September 30, 2025[211] Asset and Loan Management - Total assets decreased by $175.4 million to $3.8 billion as of September 30, 2025, compared to December 31, 2024[110] - Total loans decreased by $414.0 million, or 15.4%, to $2.3 billion as of September 30, 2025, compared to December 31, 2024[110] - Net loans decreased by $464.9 million, or 17.5%, to $2.2 billion as of September 30, 2025, due to a strategic focus on reducing risk in the loan portfolio[116] - Nonaccrual loans increased by $5.7 million to $114.3 million as of September 30, 2025, compared to $108.5 million at December 31, 2024[112] - Special mention loans increased by $86.5 million in 2025, primarily due to downgrades during the year[122] Credit Losses and Provisions - The provision for credit losses for Q3 2025 was $47.9 million, significantly higher than $4.9 million in Q3 2024[110] - The allowance for credit losses increased to $85.7 million, or 3.76% of total loans, compared to $34.8 million, or 1.29%, at December 31, 2024[110] - The provision for credit losses was $79.1 million for the first nine months of 2025, significantly higher than $14.0 million for the same period in 2024[126] - The allowance for credit losses on loans was $85.7 million, representing 3.76% of total loans and 75.0% of nonperforming loans as of September 30, 2025[148] Deposits and Funding - Total deposits decreased by $121.4 million, or 3.5%, to $3.4 billion as of September 30, 2025, compared to December 31, 2024[110] - Noninterest-bearing demand deposits decreased by $7.2 million, or 1.8%, to $396.9 million at September 30, 2025, primarily due to seasonal activity[155] - Public funds deposits totaled $1.1 billion at September 30, 2025, up from $1.0 billion at December 31, 2024, due to seasonal fluctuations[162] - The total amount of uninsured deposits was estimated at $264.3 million at September 30, 2025, excluding collateralized public funds deposits[158] Interest Income and Expenses - Net interest income for the three months ended September 30, 2025 was $22.2 million, a decrease from $22.7 million for the same period in 2024[174] - Interest income decreased by $3.9 million, or 6.8%, to $53.5 million for the three months ended September 30, 2025, primarily due to a $464.7 million decrease in the average balance of loans[176] - Interest expense decreased by $2.5 million or 2.6%, totaling $95.6 million for the nine months ended September 30, 2025, compared to $98.1 million for the same period in 2024[185] - The net interest margin for Q3 2025 was 2.34%, a decrease of 17 basis points from 2.51% in Q3 2024[112] Securities and Investments - Investment securities net of the allowance for credit losses reached $696.7 million at September 30, 2025, an increase of $94.0 million from $602.7 million at December 31, 2024[128] - The available for sale securities portfolio totaled $374.3 million at September 30, 2025, reflecting an increase of $93.2 million, or 33.2%, from $281.1 million at December 31, 2024[130] - The average maturity of the securities portfolio is approximately 7.02 years, with an estimated effective duration of 5.28 years as of September 30, 2025[132] Capital and Ratios - The capital conservation buffer for First Guaranty was 3.49% as of September 30, 2025, exceeding the minimum requirement of 2.50%[213] - The Tier 1 Risk-based Capital Ratio for the Bank was 11.09% as of September 30, 2025, compared to 11.00% at December 31, 2024[217] - The average interest-earning assets to interest-bearing liabilities ratio was 118.42% for the nine months ended September 30, 2025, slightly down from 119.48% in 2024[192]

Financial Results Announcement - SolarMax Technology, Inc. announced its financial results for the quarter ended September 30, 2025[6]. - The press release detailing the financial results was issued on November 17, 2025[6]. - The financial results and any related metrics are detailed in Exhibit 99.1, which is not included in the provided content[8]. Company Classification and Stock Information - The company is classified as an emerging growth company under the Securities Act of 1933[5]. - The company's common stock is traded under the symbol SMXT on The Nasdaq Stock Market LLC[4]. Financial Reporting and Data - The report does not include specific financial metrics or performance data from the earnings call[7]. - The company has not opted to use the extended transition period for new financial accounting standards[5]. - No specific user data or future outlook was provided in the available documents[7]. - There are no mentions of new products, technologies, market expansion, or acquisitions in the current report[7]. Official Communication - The report includes a signature from CEO David Hsu, indicating official communication from the company[12].

Financial Performance - For Q3 2025, New Concept Energy reported a net loss of $20,000, compared to a net loss of $4,000 in Q3 2024, indicating a significant increase in losses [2]. - Total revenue for Q3 2025 was $39,000, a slight increase from $37,000 in Q3 2024, with rental revenue remaining constant at $26,000 and management fees increasing from $11,000 to $13,000 [3][10]. - The company reported a loss from operations of $63,000 in Q3 2025, compared to a loss of $56,000 in Q3 2024 [10]. - For the nine months ended September 30, 2025, total revenues increased to $117,000 from $110,000 in the same period of 2024 [10]. - The net income (loss) applicable to common shares for the nine months ended September 30, 2025, was a loss of $58,000, compared to a net income of $1,000 in the same period of 2024 [10]. Expenses and Income - Corporate general and administrative expenses rose to $88,000 in Q3 2025 from $79,000 in Q3 2024, reflecting a 11.4% increase [3][10]. - Interest income from related parties decreased to $40,000 in Q3 2025 from $50,000 in Q3 2024, a decline of 20% [10]. Assets and Equity - Total assets as of September 30, 2025, were $4,542,000, a decrease from $4,594,000 as of December 31, 2024 [6][8]. - Cash and cash equivalents decreased to $307,000 as of September 30, 2025, down from $363,000 at the end of 2024 [6]. - Total stockholders' equity decreased to $4,479,000 as of September 30, 2025, compared to $4,537,000 at the end of 2024 [8].

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides essential identification details for iQSTEL Inc. as the registrant for this Form 8-K filing [Registrant Information](index=1&type=section&id=Registrant%20Information) This section details the fundamental identification information for iQSTEL Inc. - Registrant Name: **iQSTEL Inc.**[1](index=1&type=chunk) - Jurisdiction of Incorporation: **Nevada**[1](index=1&type=chunk) - Principal Executive Offices: **300 Aragon Avenue, Suite 375, Coral Gables, FL 33134**[1](index=1&type=chunk) [Securities and Filing Status](index=1&type=section&id=Securities%20and%20Filing%20Status) This part details the securities registered under Section 12(b) of the Act and confirms the registrant's status regarding emerging growth company provisions Securities Registered Pursuant to Section 12(b) | Title of each class | Trading symbol | Name of each exchange on which registered | | :------------------ | :------------- | :-------------------------------------- | | Common Stock | IQST | Nasdaq Capital Market | - The registrant is **not an emerging growth company**[3](index=3&type=chunk) [SECTION 2 – FINANCIAL INFORMATION](index=2&type=section&id=SECTION%202%20%E2%80%93%20FINANCIAL%20INFORMATION) This section details the company's recent financial condition and strategic business developments [Item 2.02 Results of Operations and Financial Condition.](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition.) iQSTEL Inc. issued press releases detailing financial achievements, dividend goals, and cybersecurity entry, furnished as exhibits but not legally 'filed' - Press releases were issued concerning **financial achievements**, **future dividend goals**, and **entry into the cybersecurity business** via an agreement with Cycurion[4](index=4&type=chunk) - The press releases are furnished as **Exhibits 99.1 and 99.2** with this Current Report on Form 8-K[5](index=5&type=chunk) - The information furnished under this Item 2.02 and Item 9.01, including Exhibits 99.1 and 99.2, is **not deemed 'filed'** for purposes of Section 18 of the Securities Exchange Act of 1934[5](index=5&type=chunk) [SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS](index=2&type=section&id=SECTION%209%20%E2%80%93%20FINANCIAL%20STATEMENTS%20AND%20EXHIBITS) This section lists the exhibits accompanying the Form 8-K, specifically two press releases that provide further details on the company's financial condition and strategic developments [Item 9.01 Financial Statements and Exhibits.](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits.) This section details the exhibits accompanying the Form 8-K, including press releases on financial condition and strategic developments Exhibits Furnished | Exhibit No. | Description | | :------------ | :------------------------ | | 99.1 | Press Release, dated October 1, 2025 | | 99.2 | Press Release, dated October 9, 2025 | [SIGNATURES](index=3&type=section&id=SIGNATURES) This section contains the official signatures confirming the submission of the Form 8-K report [Signature Block](index=3&type=section&id=Signature%20Block) The report is duly signed on behalf of iQSTEL Inc. by its Chief Executive Officer, Leandro Iglesias, confirming its submission in accordance with the Securities Exchange Act of 1934 - The report was signed by **Leandro Iglesias**, Chief Executive Officer of iQSTEL Inc[9](index=9&type=chunk) - The signing date for the report was **October 10, 2025**[9](index=9&type=chunk)