Financial Performance - Net sales for the three months ended September 30, 2025, were $759,999, a decrease of $6,443,270 (89.4%) compared to $7,203,269 in the prior year due to the sale of the smoke and carbon monoxide alarm business[69]. - For the six months ended September 30, 2025, net sales were $4,584,246, a decrease of $7,217,539 (61.2%) compared to $11,801,785 in the prior year[76]. Profitability - Gross profit margin increased to 60.4% for the quarter ended September 30, 2025, compared to 27.7% for the same quarter in 2024, primarily due to a refund of previously recorded tariffs[70]. - The gross profit margin for the six months ended September 30, 2025, was 25.2%, down from 26.1% in the same period of 2024[77]. - The company reported a net loss of $999,780 for the quarter ended September 30, 2025, compared to net income of $576,978 in the same quarter of the previous year, a decrease of $1,576,758 (273.3%) in net income[75]. - The company reported net income of $810,541 for the six months ended September 30, 2025, an increase of $675,769 (501.4%) compared to $134,772 in the same period of the previous year, driven by the gain on the sale of the smoke and carbon monoxide business[81]. Expenses - Selling, general and administrative expenses rose to $1,311,187 for the three months ended September 30, 2025, representing 172.5% of net sales, up from 16.8% in the prior year[72]. - Selling, general and administrative expenses for the six months ended September 30, 2025, were $2,424,490, accounting for 52.9% of sales, up from 22.1% in the prior year[78]. Cash Flow - Operating activities provided cash of $3,940,773 for the six months ended September 30, 2025, primarily due to a decrease in accounts receivable and inventories[82]. Strategic Actions - The company closed the asset sale to Feit Electric Company on May 22, 2025, allowing it to focus on importing and marketing other product lines[67].

Merger and Acquisition Activities - For the fiscal year ended September 30, 2025, the company reported a merger agreement with Lone Star Fund XII, L.P., where each share of common stock will be converted into $32.00 in cash[221]. - The company incurred transaction expenses of $3.3 million related to the merger for the year ended September 30, 2025, recorded in selling, general and administrative expenses[222]. - The company completed the divestiture of its majority interest in Milacron for total consideration of $286.0 million, resulting in a pre-tax loss of $57.2 million[252][254]. - The company recorded a pre-tax gain of $68.1 million from the divestiture of its 46% interest in TerraSource to Astec Industries[255]. - Business acquisition costs were $1.3 million in 2025 and $0.2 million in 2024, divestiture costs were $8.9 million in 2025 and $0.4 million in 2024, and integration costs were $54.9 million in 2025 compared to $71.6 million in 2024[299]. Financial Performance - Net revenue for the year ended September 30, 2025, decreased by $509.0 million (16%) compared to the previous year[257]. - Gross profit for the same period decreased by $155.7 million (15%), but the gross profit margin improved by 50 basis points to 33.7%[258]. - Consolidated net income for fiscal 2025 increased by $254.1 million (126%) to $52.1 million, attributed to a decrease in non-cash impairment charges and favorable pricing[291]. - Consolidated adjusted EBITDA for fiscal 2025 decreased by $123.7 million (24%) to $388.0 million, primarily due to lower volume in the Advanced Process Solutions segment[292]. - Net revenue for Advanced Process Solutions decreased by $218.6 million (10%) to $2,069.4 million in fiscal 2025, primarily due to lower capital equipment sales volume and aftermarket parts revenue[268]. - Net revenue for Molding Technology Solutions decreased by $290.4 million (32%) to $604.4 million, primarily due to the divestiture of Milacron[276]. - Net revenue for the year ended September 30, 2025, was $369.8 million, a decrease of 53% compared to $784.3 million for the year ended September 30, 2024[320]. - Gross profit for the year ended September 30, 2025, was $126.7 million, down 41.2% from $215.2 million in the previous year[320]. Operational Metrics - Backlog is a significant operational measure, representing expected net revenue from awarded contracts, with fulfillment timelines ranging from days to 24 months depending on the project size[218][219]. - The company expects future net revenue to be influenced by order backlog, which does not include projects shipped within the same quarter[216]. - The company’s contracts may include provisions for cancellation or termination at the discretion of the customer, impacting backlog and revenue recognition[219]. - Order backlog for Advanced Process Solutions decreased by $159.0 million (9%) from $1,681.4 million at September 30, 2024, to $1,522.4 million at September 30, 2025, driven by a decrease in capital equipment orders[269]. - Order backlog for Molding Technology Solutions decreased by $179.3 million (78%) to $51.8 million, primarily due to the Milacron divestiture[277]. Impairment and Goodwill - The company’s goodwill and indefinite-lived intangible assets are tested for impairment at least annually, with significant judgments involved in the assessment[231][239]. - The company recorded a goodwill impairment charge of $82.3 million for the Molding Technology Solutions segment as of July 1, 2025, due to carrying values exceeding fair values[244]. - The estimated fair value for the three reporting units within the Advanced Process Solutions segment was determined to be 12% to 96% greater than their carrying values[243]. - Impairment charges for the year were $83.5 million, down from $265.0 million in the previous year[262]. Expenses and Cash Flow - Selling, general and administrative expenses decreased by $63.6 million (9%), but as a percentage of net revenue, they increased by 210 basis points to 24.3%[261]. - Selling, general and administrative expenses for Advanced Process Solutions decreased by $17.7 million (4%) to $433.4 million, with expenses as a percentage of net revenue increasing to 20.9%[272]. - Corporate expenses increased by $1.9 million (2%) to $89.3 million, with corporate expenses as a percentage of net revenue rising to 3.3%, an increase of 60 basis points[287]. - Operating cash flows from continuing operations decreased by $135.1 million (71%) from $191.3 million in 2024 to $56.2 million in 2025, primarily due to lower earnings and unfavorable working capital timing[310]. - Cash used in financing activities was $279.4 million in 2025, mainly for debt repayments and dividends, compared to $227.1 million in 2024[313]. Tax and Pension - The effective tax rate for fiscal 2025 was 2,270.8%, a significant increase from (46.5)% in fiscal 2024, primarily due to non-recurring tax benefits and restructuring activities[266]. - The pension settlement gain in 2025 was attributed to one-time premium refunds from the termination of the U.S. pension plan, while charges in 2024 were due to lump-sum payments to former employees[299]. - The anticipated contribution to defined benefit pension plans in 2026 is $10.1 million, with ongoing monitoring of funding levels and asset performance[302]. Debt and Liquidity - The company has a $700 million revolving credit facility and a $175 million term loan, with the maturity date extended to July 9, 2030[306]. - Total contractual obligations as of September 30, 2025, amounted to $633.3 million, with significant future cash outlays expected[317]. - The company reported a net cash flow of $(36.5) million in 2025, compared to $(22.3) million in 2024, reflecting challenges in cash generation[309]. - The company repurchased 4,143,000 shares for approximately $175.0 million under the share repurchase program, with $125.0 million remaining for future repurchases as of September 30, 2025[301]. Market and Currency Risks - The company calculates foreign currency impact on net revenue and other financial metrics to measure comparability between periods[217]. - A hypothetical 10% movement in end-of-period market rates would change the fair value of derivative instruments by $8.1 million as of September 30, 2025[328]. - The translation of financial statements from non-U.S. operations could result in a change in shareholders' equity of $131.5 million due to a 10% change in foreign exchange rates as of September 30, 2025[329]. - Variable rate debt obligations amounted to $681.3 million as of September 30, 2025, with a potential annual interest expense change of approximately $6.8 million for a 1% interest rate change[327]. - Current global supply chain disruptions may impact gross margins if commodity prices increase and firm pricing cannot be secured from suppliers[326].

Financial Position - As of September 30, 2025, the company had cash of $691,042 and positive working capital of $594,021[101] - As of September 30, 2025, cash held in the Trust Account amounted to $176,663,659, intended for the initial business combination[110] - The company does not have any long-term debt or capital lease obligations as of September 30, 2025[115] Income and Revenue - For the nine months ended September 30, 2025, the company reported net income of $1,312,252, primarily from interest income of $1,668,159[103] Initial Public Offering (IPO) - The initial public offering generated gross proceeds of $174,995,500 from the sale of 17,499,550 units at an offering price of $10.00 per unit[105] - Following the IPO, a total of $174,995,500 was placed in the Trust Account, with transaction costs amounting to $3,195,665[107] - The underwriters exercised their over-allotment option fully, purchasing an additional 2,282,550 units[115] Cash Flow - Cash used in operating activities for the nine months ended September 30, 2025, was $256,543[108] - Cash provided by financing activities for the same period was $175,943,085, reflecting proceeds from the IPO and private placements[109] - The company may seek additional financing to complete the business combination if cash on hand is insufficient[113]

Financial Position - As of September 30, 2025, the company had cash of $691,042 and positive working capital of $594,021[101] - As of September 30, 2025, cash held in the Trust Account was $176,663,659, intended for the initial business combination[110] - The company does not have any long-term debt or capital lease obligations as of September 30, 2025[115] - The company has no off-balance sheet arrangements or long-term liabilities as of September 30, 2025[114] Income and Revenue - For the nine months ended September 30, 2025, the company reported net income of $1,312,252, primarily from interest income of $1,668,159[103] Initial Public Offering - The company completed its Initial Public Offering on July 10, 2025, raising gross proceeds of $174,995,500 from the sale of 17,499,550 units[105] - Following the Initial Public Offering, a total of $174,995,500 was placed in the Trust Account, with transaction costs amounting to $3,195,665[107] - The underwriters received a cash underwriting discount of $0.05 per unit, totaling $750,000, paid upon the closing of the Initial Public Offering[116] Cash Flow - Cash used in operating activities for the nine months ended September 30, 2025, was $256,543[108] - Cash provided by financing activities for the same period was $175,943,085, net of offering costs[109]

Financial Position - As of September 30, 2025, the company has an accumulated deficit of $878.6 million and used approximately $19.1 million of cash in operations for the nine months ended September 30, 2025[244]. - The company has unrestricted cash totaling $1.8 million as of September 30, 2025, with $1.1 million due to assignors and $0.8 million owed to a law firm for legal fees[239]. - The present value of amounts owed under claims financing obligations and notes payable agreements was $764.6 million as of September 30, 2025, with a weighted average interest rate of 15.6%[392]. - The minimum required payments on these agreements totaled $897.1 million as of September 30, 2025, with maturities ranging until 2031[393]. - Cash at the end of the period was $1.8 million, down from $4.7 million at the end of the same period in 2024[388]. - The Company has $9.5 million of advances from Yorkville as of September 30, 2025[392]. - The Company experienced a net loss of $723.3 million during the nine months ended September 30, 2025, which significantly impacted cash flows[389]. Revenue and Income - The Company has not yet generated substantial revenue from the recovery model, with no Claims recovery service income recognized during the nine months ended September 30, 2025 or 2024[258]. - Total revenue for the three months ended September 30, 2025, was $198 thousand, a 95% decrease compared to $3.7 million in the same period of 2024[328]. - Claims recovery income decreased by $8.3 million to $1.6 million for the nine months ended September 30, 2025, representing an 84% decline compared to the prior year[339]. - Total revenue fell by $8.4 million to $1.6 million, also an 84% decrease year-over-year[339]. - Claims recovery income decreased by $3.4 million to $0.2 million for the three months ended September 30, 2025, driven by decreased settlements during the period[328]. Operational Challenges - The company has incurred substantial net losses since inception and has limited liquidity, raising concerns about its ability to continue as a going concern without additional funding[239]. - The Company has assessed its ability to continue as a going concern, indicating potential liquidity challenges[270]. - The Yorkville SEPA is the Company's sole source of liquidity for short-term obligations, and failure to secure funding may lead to insolvency proceedings[371]. - The Company is expected to repay obligations from cash flows generated from claim recovery income[392]. Funding and Financing - The company has entered into agreements with Yorkville for funding, including a supplemental agreement for up to $3.0 million in convertible promissory notes, with a total working capital funding of $2.1 million received by August 2025[241]. - A term sheet was entered into for a potential first lien secured delayed draw term loan facility of up to $55.0 million, maturing 36 months after closing[272]. - The Company entered into a standby equity purchase agreement with Yorkville to purchase up to $250 million in shares of Class A Common Stock[353]. - The Company sold 2,353,238 shares of Class A Common Stock to Yorkville at prices between $1.60 and $17.55 per share, using proceeds to reduce amounts owed by $6.2 million and fund operations by $0.7 million[367]. - Yorkville has agreed to increase pre-paid advances by up to $3.0 million, with multiple tranches funded in 2025, indicating ongoing financial support[281]. Market and Claims Recovery - The total potentially serviceable market for the company is estimated to be over $161.5 billion annually, with Medicare expenditures in 2023 at approximately $1,029.8 billion and Medicaid at approximately $871.7 billion[252]. - Approximately 95.9% of expected recoveries arise from claims under the Medicare Secondary Payer Act, indicating a significant dependency on this legislation for future revenue[254]. - The Recovery Multiple is a key metric, with the potential for future recoveries to exceed the Paid Amount, which is expected to become more meaningful in the next 12 months[304][305]. - Approximately 86.5% of identified potentially recoverable claims are already in the recovery process as of September 30, 2025[297]. - The Paid Value of Potentially Recoverable Claims is a measure of the Paid Amount paid to providers, which is essential for future claims recovery income[300]. Expenses and Losses - Operating loss for the three months ended September 30, 2025, was $123.8 million, a slight improvement of $6.1 million compared to a loss of $129.9 million in the prior year[328]. - Interest expense increased by $23.8 million to $130.5 million in the three months ended September 30, 2025, primarily due to increased obligations related to financing[334]. - General and administrative expenses decreased by $1.4 million to $4.0 million for the three months ended September 30, 2025, primarily driven by payroll and marketing expense reductions[331]. - Professional fees decreased by $2.3 million to $1.0 million for the three months ended September 30, 2025, mainly due to lower corporate legal and consulting fees[332]. - Claims amortization expense decreased by $2.4 million to $118.6 million for the three months ended September 30, 2025, due to a lower amortizable asset base[330]. Strategic Developments - The company utilizes proprietary data analytics platforms to identify recoverable healthcare claims, differentiating itself from competitors by receiving irrevocable assignments of claims[250]. - The clearinghouse platform, developed in collaboration with Palantir, integrates AI, NLP, and ML to improve healthcare reimbursement processes and address systemic issues with primary payer reporting[264][266]. - The Chase to Pay platform aims to improve payment accuracy and is expected to enhance the net recovery margin as recovery multiples grow and legal costs decline[261][262]. - The Company has grown its Assignor base from 32 in 2015 to over 160 to date, indicating a strategy to expand its claims portfolio[294]. - The EHR Platform went live in Q2 2024, but revenue generated from it has not been significant, indicating challenges in monetization[269].

Financial Position - As of September 30, 2025, the company has an accumulated deficit of $878.6 million and used approximately $19.1 million of cash in operations for the nine months ended September 30, 2025[244]. - The company has unrestricted cash totaling $1.8 million as of September 30, 2025, with $1.1 million due to assignors and $0.8 million owed to a law firm for legal fees[239]. - The current principal amount outstanding under the Nomura Note is approximately $35.4 million, with a limited waiver of obligations increased from $3.0 million to $6.0 million[288]. - Cash at the end of the period was $1.8 million as of September 30, 2025, down from $4.7 million at the end of the same period in 2024[388]. - The minimum required payments on agreements as of September 30, 2025, totaled $897.1 million, with maturities ranging from the date of claims recoveries to 2031[393]. - The Company has $1,290.4 million of guaranty obligations, with a maturity date of November 30, 2026, subject to acceleration upon certain events[394]. Revenue and Income - The Company has not yet generated substantial revenue from the recovery model, with no Claims recovery service income recognized during the nine months ended September 30, 2025 or 2024[258]. - Total revenue for the three months ended September 30, 2025, was $198 thousand, a 95% decrease compared to $3.7 million in the same period of 2024[328]. - Claims recovery income decreased by $3.4 million to $0.2 million for the three months ended September 30, 2025, driven by decreased settlements during the period[328]. - Claims recovery income decreased by $8.3 million to $1.6 million for the nine months ended September 30, 2025, representing an 84% decline compared to the prior year[339]. - Total revenue fell by $8.4 million to $1.6 million, also an 84% decrease year-over-year[339]. Operating Expenses - Operating loss for the three months ended September 30, 2025, was $123.8 million, a slight improvement of $6.1 million compared to a loss of $129.9 million in the prior year[328]. - Interest expense increased by $23.8 million to $130.5 million for the three months ended September 30, 2025, primarily due to increased obligations related to financing[334]. - Claims amortization expense decreased by $2.4 million to $118.6 million for the three months ended September 30, 2025, due to a lower amortizable asset base[330]. - General and administrative expenses decreased by $1.4 million to $4.0 million for the three months ended September 30, 2025, primarily driven by payroll and marketing expense reductions[331]. - Professional fees decreased by $2.3 million to $1.0 million for the three months ended September 30, 2025, mainly due to lower corporate legal and consulting fees[332]. - Operating expenses decreased by $27.9 million to $377.1 million, a 7% reduction compared to the same period in the prior year[339]. - Interest expense increased by $67.4 million to $374.0 million, a 22% increase year-over-year, primarily due to increased financing obligations[346]. - Claims amortization expense decreased by $7.1 million to $355.9 million, a 2% decline year-over-year, due to a lower amortizable asset base[341]. - General and administrative expenses decreased by $3.5 million to $13.7 million, primarily driven by reductions in salaries and marketing expenses[342]. - Professional fees decreased by $6.4 million to $5.6 million, reflecting a reduction in corporate legal and consulting fees[343]. Funding and Liquidity - The company has entered into agreements with Yorkville for funding, including a supplemental agreement for up to $3.0 million in convertible promissory notes[241]. - The Yorkville SEPA is currently the Company's sole source of liquidity, and if liquidity is not provided, the Company may face insolvency proceedings[285]. - The company anticipates potential insolvency proceedings if liquidity from Yorkville is not available, highlighting the critical nature of this funding source[352]. - The Company entered into a standby equity purchase agreement with Yorkville to purchase up to $250 million in shares of Class A Common Stock[353]. - The Company sold 2,353,238 shares of Class A Common Stock to Yorkville at prices between $1.60 and $17.55 per share, using proceeds to reduce amounts owed by $6.2 million and fund operations by $0.7 million[367]. - The Company has the right to terminate the Yorkville SEPA at no cost upon five trading days' notice, provided all amounts owed are paid[363]. - Yorkville agreed to fund an additional advance of $13.0 million under the Yorkville SEPA to prevent ownership limitation issues[366]. - The Company expects proceeds from sales to Yorkville to be used for working capital and general corporate purposes[365]. - 50% of the aggregate proceeds under the Yorkville SEPA will be allocated to pay amounts outstanding under the Nomura Note and Convertible Promissory Notes[381]. Market and Business Model - The total potentially serviceable market for the company is estimated to be over $161.5 billion annually, with Medicare expenditures in 2023 at approximately $1,029.8 billion and Medicaid at approximately $871.7 billion[252]. - Approximately 95.9% of expected recoveries arise from claims under the Medicare Secondary Payer Act, indicating a significant dependency on this legislation[254]. - The company utilizes proprietary data analytics platforms to identify recoverable healthcare claims, differentiating itself from competitors[249]. - The Centers for Medicare & Medicaid Services projects health spending to grow at an average rate of 5.6% annually between 2023 and 2032, which may impact the demand for the company's solutions[253]. - The Company has grown its Assignor base from 32 in 2015 to over 160 to date, indicating a strategy to expand its claims portfolio[294]. - The Company’s business model relies on achieving revenue from its Claims portfolio, which has not yet generated substantial revenue[292]. - The ability to collect on identified claims at estimated multiples is crucial for future profitability, with the Company pursuing double damages and statutory interest under the MSP Laws[295]. Recovery and Claims - The company is entitled to a portion of recovery rights associated with approximately $1,592 billion in billed amounts and approximately $381 billion in paid amounts, including approximately $87.8 billion in paid value of potentially recoverable claims[251]. - Approximately 86.5% of identified potentially recoverable claims are already in the recovery process as of September 30, 2025[297]. - The Paid Value of Potentially Recoverable Claims is a critical measure for assessing potential recoveries, with management viewing increases as positive indicators[300]. - The Penetration Status of Portfolio reflects the Company's recovery efforts and estimated market share, with ongoing recovery processes expected to increase this percentage[306]. - The Recovery Multiple is a key metric, with the potential for future recoveries to exceed the Paid Amount, which is expected to become more meaningful in the next 12 months[304][305]. - The estimated impact of the Eleventh Circuit ruling could reduce potentially recoverable claims by approximately $10.8 billion[308]. Technology and Platforms - The Chase to Pay platform aims to improve payment accuracy and is expected to enhance the net recovery margin as recovery multiples grow and legal costs decline[261][262]. - The clearinghouse platform, developed in collaboration with Palantir, is designed to identify and resolve outstanding liens, addressing systemic issues in healthcare reimbursement[264][266]. - Primary payers have a reporting rate as low as 2%, indicating a significant compliance issue that the clearinghouse platform aims to rectify[265]. - The EHR platform went live in Q2 2024, but revenue generated from it has not been significant[269]. - The Company is working to increase the number of Assignors providing daily data outputs for the Chase to Pay platform[263].

Company Operations and Structure - As of September 30, 2025, the company has 3,116 licensed real estate brokers and sales associates across its corporate and franchised offices [246]. - The company operates 25 corporate real estate brokerage offices and branches in Florida, California, Texas, Georgia, North Carolina, and Puerto Rico, along with 5 franchised offices and 3 affiliated offices [244]. - The company completed its IPO on October 12, 2023, and subsequently acquired majority ownership of several franchisees, enhancing its market presence [251]. - In December 2024, the company opened its first office in North Carolina and formed LR Luxury, LLC, focusing on residential real estate brokerage [252]. - The company dissolved a non-operational subsidiary, Baxpi Holdings LLC, on September 12, 2025, to simplify its corporate structure [254]. Financial Performance - Total revenue for the three months ended September 30, 2025, was $20,216,143, representing a 3% increase from $19,593,036 in the same period of 2024 [300]. - Total revenue for the nine months ended September 30, 2025, increased by approximately $9.21 million, or 18%, to $60.94 million compared to $51.73 million in the same period of 2024 [305]. - The company had net cash provided by investing activities of $71,718 during the nine months ended September 30, 2024, related to seven acquisitions [340]. Revenue Breakdown - Revenue from residential real estate brokerage services increased by approximately $286,157, or 2%, driven by increased sales and acquisitions [301]. - Franchising services revenue decreased by approximately $37,766, or 57%, due to the acquisition of franchises in fiscal year 2024 [302]. - Coaching services revenue increased by approximately $27,502, or 22%, primarily due to increases in agent counts [303]. - Property management revenue increased by approximately $255,156, or 9%, due to an increase in the number of properties under management [304]. - Residential real estate brokerage services revenue rose by approximately $8.17 million, or 19%, driven by acquisitions completed in the fourth quarter of fiscal year 2024 [306]. - Franchising services revenue decreased by approximately $181 thousand, or 65%, due to the loss of franchisee contributions following acquisitions in fiscal year 2024 [307]. - Coaching services revenue declined by approximately $99 thousand, or 21%, primarily due to a strategic shift allowing large teams to onboard without coaching [308]. - Property management revenue increased by approximately $1.01 million, or 12%, attributed to a rise in the number of properties under management [309]. Capital and Financing Activities - The company entered into a Securities Purchase Agreement on November 12, 2025, to issue senior secured convertible notes with an aggregate principal amount of up to $250,000,000 [256]. - The Company issued 75,000 shares of common stock under the ATM Agreement, generating net proceeds of $838,390 during the three months ended September 30, 2025 [266]. - The Commitment Amount under the Amended Facility Agreement was increased from $150 million to $1.0 billion, allowing for greater capital raising potential [269]. - Stockholders approved the Amended Facility Agreement with approximately 95.7% of the votes, enabling the issuance of shares exceeding 19.99% of the Company's outstanding common stock [270]. - The Company increased its authorized shares of common stock to 2 billion, effective June 2, 2025, to support future capital needs [278]. - The company executed a 1-for-80 reverse stock split effective July 7, 2025, retroactively adjusting all share and price per share information [284]. - The company issued a Senior Secured Convertible Note with an original principal amount of $5.5 million, maturing on February 4, 2027, and received gross proceeds of $4,963,750 [332]. - During the nine months ended September 30, 2025, the company incurred a net cash used in operating activities of $6.2 million, primarily due to a net loss of $6.6 million [337][338]. - The company received net cash provided by financing activities of $9.1 million during the nine months ended September 30, 2025, which included net proceeds from debt issuance of $3.4 million [341]. Compliance and Governance - The Company regained compliance with Nasdaq Listing Rule 5550(a)(2) after the closing bid price of its common stock was at $1.00 or greater for 10 consecutive business days [279]. - Stockholders' equity improved to $7,595,799 as of June 30, 2025, allowing the Company to comply with Nasdaq Listing Rule 5550(b)(1) [280]. - The Company regained "controlled company" status as of July 7, 2025, after a reverse stock split that provided the CEO with over 50% voting power [283]. Strategic Initiatives - The company is actively seeking potential acquisition targets to accelerate growth and expand its market reach [253]. - The company is leveraging its real estate platform to expand into the AI ecosystem through strategic acquisitions and partnerships [255]. - The company has established a strong focus on training and technology support for its agents, which is believed to be one of the best in the industry [249]. - The Company launched My Agent Account Version 4.0, enhancing its proprietary agent platform with a new Transaction Management module aimed at improving efficiency and reducing costs [282]. - The Company entered into a non-binding Letter of Intent with MiiX Financial to implement and distribute residential financing solutions, targeting all credit levels [277]. Market Conditions - The federal funds rate was reduced to 422 basis points in September 2025, impacting mortgage rates and housing sales [291]. - Existing-home sales rose 1.5% month-over-month to a seasonally adjusted rate of 4.06 million in September 2025, with a median sales price of $415,200, a 2.1% increase year-over-year [291]. - The company is monitoring ongoing antitrust litigation that could lead to significant changes in commission structures affecting its revenue model [292]. Challenges and Concerns - The company has incurred recurring net losses, raising substantial doubt about its ability to continue as a going concern [336]. - The company anticipates that its existing working capital will not be sufficient to meet projected operating expenses for at least twelve months from the issuance of the consolidated financial statements [335]. - Other expense, net for the nine months ended September 30, 2025, increased approximately $9.5 million compared to the same period in 2024, primarily due to a loss on issuance of senior secured convertible note for $128.8 million [330]. - Selling, general and administrative expenses increased by approximately $1.38 million, or 46%, in the three months ended September 30, 2025, primarily due to increased payroll and professional fees [323]. - Stock-based compensation for the nine months ended September 30, 2025, was approximately $4.8 million, primarily due to option grants and consultant shares [326]. - The gross margin for residential real estate brokerage services was 9.1% for the nine months ended September 30, 2025, a slight decrease from 9.2% in 2024 [316]. - Title settlement and insurance revenue was $208.31 thousand for the nine months ended September 30, 2025, marking a new revenue stream following the acquisition of Nona Title [321]. - The agent count increased by 17.7%, from 2,647 at September 30, 2024, to 3,116 at September 30, 2025 [285].

Financial Performance - Revenue for the three months ended September 30, 2025, was $7,905,065, representing a 84.5% increase from $4,291,966 in the same period of 2024[16] - Gross profit for the nine months ended September 30, 2025, was $12,563,704, up 262.5% from $3,467,319 in the prior year[16] - Net income for the three months ended September 30, 2025, was $3,344,966, compared to $1,567,037 for the same period in 2024, reflecting a 113.0% increase[16] - Operating income for the nine months ended September 30, 2025, was $9,257,712, a substantial increase from $2,672,469 in the previous year[16] - Net income for the nine months ended September 30, 2025, was $7,040,691, compared to $1,924,250 for the same period in 2024, representing a significant increase[24] - For the three months ended September 30, 2025, total revenue was $7,905,065, a significant increase from $4,291,966 for the same period in 2024, representing an 84.5% year-over-year growth[113] - For the nine months ended September 30, 2025, total revenue reached $19,884,127, up from $5,254,161 in the same period of 2024, marking a 278.5% increase[114] - The company reported a net income of $3,344,966 for Q3 2025, compared to a net income of $1,567,037 for Q3 2024, showing a year-over-year increase of 113.5%[113] - The company’s operating income for the nine months ended September 30, 2025, was $9,257,712, compared to $2,672,469 for the same period in 2024, indicating a substantial increase of 246.5%[114] Assets and Liabilities - Total current assets increased to $46,180,067 as of September 30, 2025, from $44,017,708 as of December 31, 2024[15] - Total liabilities decreased to $38,485,803 as of September 30, 2025, from $39,942,149 as of December 31, 2024[15] - Cash and cash equivalents decreased to $37,207,274 as of September 30, 2025, from $41,432,852 as of December 31, 2024[15] - Cash and cash equivalents at the end of the period were $37,207,274 for September 30, 2025, compared to $19,506,097 for the same date in 2024[24] - As of September 30, 2025, the Company maintained cash and cash equivalents exceeding insured limits, with amounts over these limits totaling RMB 249,370,596 ($35,026,420) and $766,762 for financial institutions in the PRC and the United States, respectively[36] - The Company has prepaid and other current assets totaling $7,121,106 as of September 30, 2025, compared to $1,333,310 as of December 31, 2024[80] Earnings Per Share - The company reported a basic and diluted earnings per share of $0.07 for the three months ended September 30, 2025, compared to $0.04 in the same period of 2024[16] - The Company reported basic earnings per share of $0.00 for the three months ended September 30, 2025, and diluted earnings per share of $0.00 for the same period[66] Research and Development - The company has made significant investments in research and development, with costs amounting to $96,188 for the nine months ended September 30, 2025[16] - Research and development costs did not meet the requirements to be recognized as an asset, including staff costs related to the Company's products and services[51] Business Operations - The company operates in two segments: wholesale distribution and live-stream sales, with performance assessed based on operating income[112] - The wholesale distribution segment generated $7,791,395 in revenue, while live-stream sales contributed $113,670, indicating that wholesale distribution accounted for approximately 98.6% of total revenue for Q3 2025[113] - The company operates in two segments: wholesale distribution (81.5% of revenue) and live-stream sales (18.5%), highlighting a strong focus on traditional distribution channels[121] - Key products include Cordyceps Peptide Selenium powder and Baofei Granule Extract plant-based drink, catering to the rising demand for health foods[121] Business Combination and Corporate Changes - The company completed a business combination on September 29, 2025, changing its name to CN Healthy Food Tech Group Corp and began trading under the ticker symbol UCFI[27] - The Business Combination resulted in the issuance of 52,235,000 shares of common stock as of September 30, 2025, following the cancellation of 47,689,349 Legacy CFI shares[78] - Transaction costs related to the Business Combination totaled approximately $5,907,000, with $4,376,000 of these costs still unpaid as of September 30, 2025[79] - Lock-up arrangements are in place for certain former stockholders, restricting the transfer of shares for six months through March 2026[78] Taxation and Regulatory Matters - The effective tax rate for the three months ended September 30, 2025, was 29.1%, compared to 32.1% for the same period in 2024[111] - The PRC withholding tax rate on dividends payable by PRC companies to non-PRC-resident enterprises is 10%, which may be reduced to 5% under certain treaties[149] - If classified as a PRC resident enterprise, the company would face a uniform 25% enterprise income tax rate on worldwide income, significantly reducing net income[150] - PRC subsidiaries can only pay dividends from accumulated profits, and must set aside at least 10% of after-tax profits for statutory reserves until they reach 50% of registered capital[154] Cash Flows - Cash flows from operating activities showed a net cash used of $5,707,674 for the nine months ended September 30, 2025, compared to a net cash provided of $21,852,126 in 2024[24] - Net cash provided by operating activities for the nine months ended September 30, 2025 was $21.9 million, compared to a cash outflow of $5.7 million in 2024[135] Legal and Compliance - The company has not been involved in any legal or administrative proceedings that would materially affect its business or financial condition[186] - The company's securities have been suspended from trading on Nasdaq since October 1, 2025, which could materially affect the value or liquidity of its securities[188] - If the trading halt continues or if the securities are delisted, it may lead to significant adverse consequences for shareholders, including reduced liquidity and increased regulatory scrutiny[189] Miscellaneous - The company has no obligations related to discounts, returns, and allowances recorded on its unaudited condensed consolidated balance sheets as of September 30, 2025[49] - The Company has no obligations related to service fees and refunds recorded on its unaudited consolidated balance sheets as of September 30, 2025[50] - As of September 30, 2025, the company had no off-balance sheet arrangements[159] - The company has a total operating lease liability of $508,069 as of September 30, 2025, with a non-current portion of $297,968[109] - The company has no preferred stock issued and outstanding as of September 30, 2025[92]

Financial Performance - Revenue for the three months ended September 30, 2025, was $7,905,065, representing a 84.5% increase from $4,291,966 in the same period of 2024[16] - Gross profit for the nine months ended September 30, 2025, was $12,563,704, up 262.5% from $3,467,319 in the prior year[16] - Net income for the three months ended September 30, 2025, was $3,344,966, compared to $1,567,037 for the same period in 2024, marking a 113.0% increase[16] - Operating income for the nine months ended September 30, 2025, was $9,257,712, compared to $2,672,469 in the same period of 2024, reflecting a 246.5% increase[16] - For the nine months ended September 30, 2025, net income increased to $7,040,691 compared to $1,924,250 for the same period in 2024, representing a growth of approximately 266%[24] - For the three months ended September 30, 2025, total revenue was $7,905,065, a significant increase from $4,291,966 for the same period in 2024, representing an 84.5% year-over-year growth[113] - For the nine months ended September 30, 2025, total revenue reached $19,884,127, up from $5,254,161 in the same period of 2024, representing a 278.5% increase[114] - The company reported a net income of $7,040,691 for the nine months ended September 30, 2025, compared to $1,924,250 for the same period in 2024, indicating a year-over-year increase of 265.5%[114] Assets and Liabilities - Total current assets increased to $46,180,067 as of September 30, 2025, from $44,017,708 as of December 31, 2024[15] - Total liabilities decreased to $38,485,803 as of September 30, 2025, from $39,942,149 as of December 31, 2024[15] - Retained earnings rose significantly to $11,036,694 as of September 30, 2025, compared to $3,996,003 at the end of 2024[18] - Cash and cash equivalents decreased to $37,207,274 as of September 30, 2025, from $41,432,852 as of December 31, 2024[15] - Cash and cash equivalents as of September 30, 2025 totaled $37.2 million, with a net working capital surplus of $8.0 million[133] Shareholder Information - The company reported a basic and diluted earnings per share of $0.07 for the three months ended September 30, 2025, up from $0.04 in the same period of 2024[16] - As of September 30, 2025, the Company had outstanding warrants totaling 6,900,000 public warrants and 9,357,000 private warrants[66] - The Business Combination resulted in the issuance of 52,235,000 shares of common stock as of September 30, 2025, following the cancellation of Legacy CFI shares and the redemption of Iron Horse shares[78] - The company issued 1,000,000 shares of restricted common stock valued at $4,090,000 for management advisory services, to be amortized over a six-month term starting October 1, 2025[95] - As of September 30, 2025, the company has 52,235,000 shares of common stock issued and outstanding, an increase from 47,689,349 shares as of December 31, 2024, representing an increase of approximately 9.5%[93] Cash Flow and Investments - Cash flows from operating activities showed a net cash used of $5,707,674 for the nine months ended September 30, 2025, compared to a net cash provided of $21,852,126 in 2024[24] - The company has made significant investments in research and development, with costs amounting to $96,188 for the nine months ended September 30, 2025, compared to none in the prior year[16] - The Company invested substantially all assets held in the Trust Account in U.S. Treasury Bills, amounting to $2,414,229 as of September 30, 2025[37] - The company has marketable securities held in a trust account valued at $2,414,229 as of September 30, 2025[101] Operational Highlights - The company is focused on distributing natural, grain-based health foods, catering to the rising demand for high-quality nutritional options[25] - The company operates in two segments: wholesale distribution and live-stream sales, with performance assessed based on operating income[112] - The wholesale distribution segment generated $7,791,395 in revenue, while live-stream sales contributed $113,670, indicating that wholesale distribution accounted for approximately 98.6% of total revenue[113] - Key products include Cordyceps Peptide Selenium powder and Baofei Granule Extract plant-based drink, catering to the rising demand for health foods[121] Tax and Regulatory Matters - The effective tax rate for the three months ended September 30, 2025, was 29.1%, compared to 32.1% for the same period in 2024[111] - The PRC withholding tax rate on dividends payable by PRC companies to non-PRC-resident enterprises is 10%, which may be reduced to 5% under certain conditions[149] - If classified as a PRC resident enterprise, the company would face a uniform 25% enterprise income tax rate on worldwide income, significantly reducing net income[150] - PRC subsidiaries can only pay dividends from accumulated profits, and must set aside at least 10% of after-tax profits for statutory reserves until they reach 50% of registered capital[154] - The company has received a legal opinion confirming compliance with the China Securities Regulatory Commission (CSRC) regarding its U.S. listing[116] Business Combination and Corporate Actions - The company completed a business combination on September 29, 2025, changing its name to CN Healthy Food Tech Group Corp and began trading under the ticker symbol UCFI[27] - Transaction costs related to the Business Combination totaled approximately $5,907,000, with $4,376,000 of these costs still outstanding as of September 30, 2025[79] - The company completed an initial public offering on December 29, 2023, with 6,900,000 public warrants outstanding, each exercisable at $11.50 per share[96][97] Risks and Challenges - The company's securities have been suspended from trading on Nasdaq since October 1, 2025, which could materially affect the value or liquidity of its securities[188] - If the trading halt continues or if the securities are delisted, it may lead to significant adverse consequences for investors, including reduced liquidity and increased regulatory scrutiny[189]

Financial Performance - Commodity sales for Q3 2025 were $272,000, a significant decline from $200.9 million in Q3 2024, indicating a drop of approximately 99.9% year-over-year[308] - Gross loss for Q3 2025 was $6.34 million compared to a gross profit of $7.66 million in Q3 2024, reflecting a negative swing of approximately 182.8%[308] - Net loss for Q3 2025 was $15.26 million, compared to a net income of $1.09 million in Q3 2024, representing a year-over-year decline of approximately 1,500%[321] - EBITDA for Q3 2025 was $(14.35) million, a decrease from $2.86 million in Q3 2024, marking a decline of approximately 600%[321] - Commodity sales decreased to $0.3 million for the three months ended September 30, 2025, from $200.9 million in the same period of 2024, representing a decline of $200.6 million or 99.9%[326] - Gross loss totaled $6.3 million for the three months ended September 30, 2025, compared to a gross profit of $7.7 million for the same period in 2024, a decrease of $14.0 million or 182.8%[325] - Net loss attributable to Sadot Group Inc. was $15.2 million for the three months ended September 30, 2025, compared to a net income of $1.2 million in the same period of 2024, a change of $16.4 million or 1406.0%[322] - Net loss attributable to Sadot Group Inc. was $13.9 million in 2025, compared to a net income of $3.3 million in 2024, a change of $17.1 million or 524.2%[335] - Total other income/expense, net for 2025 was a loss of $3.1 million, compared to a loss of $0.3 million in 2024, an increase in loss of 1098.1%[345] Expenses and Costs - Sales, general and administrative expenses increased to $7.39 million in Q3 2025 from $3.42 million in Q3 2024, reflecting an increase of approximately 116.5%[308] - Cost of goods sold decreased to $6.6 million in Q3 2025 from $193.2 million in Q3 2024, a reduction of $186.6 million or 96.6%[328] - Sales, general and administrative expenses increased to $7.4 million in Q3 2025 from $3.4 million in Q3 2024, an increase of $4.0 million or 115.8%[331] - Stock-based expenses decreased to $0.6 million in Q3 2025 from $1.7 million in Q3 2024, a decrease of $1.1 million or 65.9%[330] - Depreciation and amortization expenses decreased to $22.0 thousand in Q3 2025 from $49.0 thousand in Q3 2024, a decrease of $27.0 thousand or 55.1%[329] - Stock-based expenses decreased by $2.0 million, from $4.4 million in 2024 to $2.4 million in 2025, a reduction of 45.1%[343] - Depreciation and amortization expenses decreased by 67.2%, from $0.2 million in 2024 to $0.1 million in 2025[342] Financial Position and Liquidity - Total assets as of September 30, 2025, were $72.96 million, down from $171.03 million as of September 30, 2024[333] - Working capital decreased to $(1.5) million in 2025 from $20.5 million in 2024, indicating a significant decline in liquidity[348] - Current ratio fell from 1.16 in 2024 to 0.97 in 2025, reflecting a decrease in the company's short-term financial health[348] - The working capital deficit was $1.5 million, a decrease of $22.0 million compared to a surplus of $20.5 million on December 31, 2024[352] - Net cash used in operating activities from continuing operations was $7.2 million for the nine months ended September 30, 2025, compared to a net cash provided of $1.4 million for the same period in 2024[359] - The company experienced a net loss of $14.2 million for the nine months ended September 30, 2025[359] - Current ratio decreased to 0.97 from 1.16 on December 31, 2024, indicating a decline in liquidity[352] Management and Strategic Actions - The company is experiencing significant trading difficulties, including capital constraints and legal disputes, which are impacting its business model and may lead to asset impairments in Q4 2025[309] - Sadot Group's management is actively assessing alternatives to address the current financial situation, with all options being evaluated[305] - Management is actively managing collections and negotiating repayment arrangements to support liquidity requirements[354] - There is substantial doubt about the company's ability to continue as a going concern within one year after the issuance of the financial statements[357] - The company may need to raise additional capital, which could result in significant dilution to existing shareholders[356] Business Transformation - Sadot Group is undergoing a transformation from a U.S.-centric restaurant business to a global Agri-Foods supply chain organization[304] - The company has a majority-owned subsidiary operating a 5,000-acre farm in Zambia, focusing on major commodities and high-value crops[305] Financing Activities - Net cash provided by financing activities from continuing operations was $6.1 million, consisting of proceeds from notes payable of $12.1 million and common stock issuance of $2.4 million[361] - The company increased its borrowing by $1.3 million during Q3 2025 to cover collection delays[353]