IPO and Fundraising - The company completed its Initial Public Offering (IPO) on January 29, 2025, raising gross proceeds of $200 million from the sale of 20 million units at $10.00 per unit[104]. - An additional 3 million units were sold through the over-allotment option, generating an extra $30 million in gross proceeds[106]. - The total amount placed in the trust account after the IPO and private placements was $231,150,000[115]. - The company incurred transaction costs of $8,898,201 related to the IPO, including $1,150,000 in cash underwriting fees[117]. - The underwriters received a cash underwriting discount of $1,150,000, which is 0.5% of the gross proceeds from the Initial Public Offering[126]. - A deferred fee of $6,900,000, or 3.0% of the gross proceeds from the Initial Public Offering, is contingent upon completing a business combination[126]. Financial Performance - As of March 31, 2025, the company reported a net income of $1,254,543, primarily from interest earned on cash and investments held in the trust account[112]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[111]. - Management has raised substantial doubt about the company's ability to continue as a going concern within one year due to mandatory liquidation considerations[123]. Business Operations and Plans - The company has a 15-month period to complete its initial business combination, which can be extended by up to 6 months with sponsor deposits[108]. - The company intends to use the funds in the trust account primarily for the initial business combination and related operational expenses[118]. - The company has a subscription promissory note allowing it to borrow up to $1,100,000 for working capital, which may convert into Private Placement Units[116]. Financial Obligations and Risks - As of March 31, 2025, the company has no off-balance sheet financing arrangements or obligations with unconsolidated entities[124]. - The company has no long-term debt or capital lease obligations, with a monthly payment of $10,000 for administrative services[125]. - Due to the short-term nature of these investments, the company anticipates no material exposure to interest rate risk[129]. Accounting and Compliance - The company has not identified any critical accounting estimates that could materially affect financial statements[127]. - Management believes that recently issued accounting standards will not have a material effect on the unaudited financial statements[128]. - Following the Initial Public Offering, net proceeds have been invested in U.S. government treasury obligations with a maturity of 185 days or less[129].

Financial Performance - Total revenue for Q1 2025 was $18,886,000, a decrease of 10% compared to $20,968,000 in Q1 2024[18] - Net loss for Q1 2025 was $80,691,000, compared to a net loss of $125,714,000 in Q1 2024, representing a 36% improvement[18] - For the three months ended March 31, 2025, the company reported a net loss of $80.7 million, an improvement from a net loss of $125.7 million in the same period of 2024, representing a 35.8% reduction in losses[25] - The basic and diluted loss per share for Q1 2025 was $(1.92), significantly improved from $(4.44) in Q1 2024[134] - The operating loss for the total company was $72.272 million, with Autonomy Solutions reporting a loss of $67.480 million and ATS a loss of $4.792 million[174] Expenses and Costs - Operating expenses decreased to $64,172,000 in Q1 2025, down 44% from $115,314,000 in Q1 2024[18] - Research and development expenses for Q1 2025 were $38,288,000, a decrease of 44% from $67,750,000 in Q1 2024[18] - Stock-based compensation expense totaled $19.380 million for the three months ended March 31, 2025, down from $44.465 million in 2024[160] - The company incurred $9.8 million in total charges associated with employee severance and related costs through March 31, 2025, as part of its restructuring efforts[194] Cash and Liquidity - Cash and cash equivalents decreased to $59,322,000 as of March 31, 2025, down from $82,840,000 as of December 31, 2024[16] - As of March 31, 2025, the company had total liquidity of $138.2 million, consisting of $59.3 million in cash and cash equivalents and $78.9 million in marketable securities[32] - The company utilized $44.2 million in cash for operating activities during the same period, compared to $81.2 million in the prior year, indicating a 45.6% decrease in cash used[25] Assets and Liabilities - Total assets decreased to $319,449,000 as of March 31, 2025, from $365,213,000 as of December 31, 2024[16] - Total liabilities slightly decreased to $581,119,000 as of March 31, 2025, from $586,002,000 as of December 31, 2024[16] - The company’s accumulated deficit increased to $2,193,526,000 as of March 31, 2025, compared to $2,112,835,000 as of December 31, 2024[16] Revenue Concentration - The company’s revenue is significantly concentrated, with three customers accounting for 44%, 14%, and 13% of accounts receivable as of March 31, 2025[39] - North America accounted for 79% of total revenue in Q1 2025, down from 97% in Q1 2024, while Europe and the Middle East increased to 19% from 3%[52] Acquisitions and Investments - The acquisition of EM4 was completed on March 18, 2024, for an aggregate purchase price of approximately $4.2 million in cash, with potential contingent payments of up to $6.75 million based on financial performance targets[46] - The total assets acquired from EM4 amounted to $11,016,000, with net assets acquired valued at $6,240,000 after assuming liabilities of $4,776,000[47] - The company recognized a gain of $1.5 million from the acquisition of EM4, attributed to the purchase price being lower than the estimated fair value of net assets acquired[47] Debt and Financing - The company issued $625.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2026, with interest payable semi-annually[77] - The net carrying amount of the 2026 Convertible Senior Notes was $183.236 million as of March 31, 2025, down from $201.015 million at the end of 2024[89] - The Company recognized $3.5 million in interest expense for the Senior Notes during the three months ended March 31, 2025[99] Legal and Regulatory Matters - The company intends to vigorously defend against ongoing legal matters, which are not expected to have a material adverse impact on financial results[168] Future Outlook - The company expects to continue incurring operating losses due to investments in product development and market expansion, indicating a focus on long-term growth strategies[31] - Research and Development (R&D) costs are expected to remain elevated as the company continues to invest in product enhancements and new technology development, leading to anticipated operating losses for the foreseeable future[209]

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on January 29, 2025, raising gross proceeds of $200 million from the sale of 20 million units at $10.00 per unit[104]. - An additional 3 million units were sold through the over-allotment option, generating an extra $30 million in gross proceeds[106]. - The total amount placed in the trust account after the IPO and private placements was $231,150,000[115]. - The company incurred transaction costs of $8,898,201 related to the IPO, including $1,150,000 in cash underwriting fees[117]. - The underwriters received a cash underwriting discount of $1,150,000, which is 0.5% of the gross proceeds from the Initial Public Offering[126]. - A deferred fee of $6,900,000, or 3.0% of the gross proceeds, will be payable to underwriters upon completion of a business combination[126]. Financial Performance - As of March 31, 2025, the company reported a net income of $1,254,543, primarily from interest earned on cash and investments held in the trust account[112]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[111]. - As of March 31, 2025, the company had cash of $923, indicating limited liquidity prior to the IPO[113]. - Management has raised substantial doubt about the company's ability to continue as a going concern within one year due to mandatory liquidation considerations[123]. Business Operations and Strategy - The company has a 15-month period to complete its initial business combination, which can be extended by up to 6 months with sponsor deposits[108]. - The company intends to use funds from the trust account primarily to complete its initial business combination and for working capital of the target business[118]. Financial Obligations and Risks - As of March 31, 2025, the company has no off-balance sheet financing arrangements or obligations[124]. - The company has no long-term debt or capital lease obligations, with a monthly payment of $10,000 for administrative services[125]. - The net proceeds from the Initial Public Offering have been invested in U.S. government treasury obligations with a maturity of 185 days or less[129]. - Due to the short-term nature of these investments, the company believes there is no material exposure to interest rate risk[129]. Accounting and Reporting - The company has not identified any critical accounting estimates that could materially affect financial statements[127]. - Management believes that recently issued accounting standards will not have a material effect on financial statements[128].

Financial Performance - The company incurred net operating losses for the three months ended March 31, 2025, and 2024, with exploration expenses remaining unchanged at $0.1 million [84]. - Administrative expenses decreased from $1.0 million in Q1 2024 to $0.7 million in Q1 2025, primarily due to cost reduction efforts [85]. - Loss from discontinued operations, net of taxes, was $0.4 million for Q1 2025, a significant decrease from $3.3 million in Q1 2024 [89]. - Revenue from the sale of metals dropped to zero in Q1 2025 from $1.2 million in Q1 2024 due to the cessation of mining operations [94]. - The company anticipates cash resources will be exhausted in the first quarter of 2026 without additional cash inflows or asset sales [92]. - Higher than anticipated exploration, maintenance, general and administrative costs are a concern [101]. - Decreases in silver and gold prices may impact financial performance [102]. Assets and Liabilities - The company had current assets of approximately $4.0 million and current liabilities of approximately $4.9 million as of March 31, 2025 [91]. - The company completed the sale of Silex Argentina for $3.5 million and other properties for a total of $1.2 million in 2024 and 2025 [77]. Exploration and Projects - The company plans to formalize a joint venture agreement with Cascadero Copper Corporation to advance exploration activities on the Desierto I concession in 2025 [81]. - The company exercised its option to earn a 60% interest in the Sand Canyon project in January 2025, with no drilling planned for the year [82]. - The Company is advancing the Sarita Este/Desierto project and completing joint venture documents with Cascadero [101]. - The Sand Canyon project is also progressing with a joint venture with Golden Gryphon Explorations, Inc. [102]. Costs and Investments - The company recorded $0.2 million in care and maintenance costs for the Velardeña Properties in Q1 2025, following the suspension of mining activities [94]. - The Company plans to raise additional cash in the near-term to meet expected cash needs [101]. - The Company invests excess cash in U.S. government and investment-grade debt securities, with a nominal reduction in interest income expected from a 1% decrease in interest rates [104]. - Currency exchange fluctuations may affect costs due to expenditures in foreign currencies, primarily in Mexico and Argentina [105]. - The Company is primarily engaged in the exploration of gold, silver, zinc, lead, and other minerals, with commodity price decreases potentially impacting reserve establishment and mining capabilities [106].

Financial Performance - For the three months ended March 31, 2025, the company reported a revenue of $150 million, a decrease of 10% compared to $166.67 million in the same period of 2024[7] - The gross margin for the quarter was 35%, down from 40% in the previous year, indicating increased cost pressures[8] - Cash flow from operations for the quarter was $20 million, compared to $30 million in the same quarter last year, showing a decline of 33%[10] - The company has experienced significant fluctuations in revenue, which may continue in the future, impacting operating results[12] - Ongoing inflationary pressures have negatively impacted revenue and profitability, indicating a challenging economic environment[15] Operational Challenges - The company experienced a Days Sales Outstanding (DSO) of 45 days, an increase from 40 days year-over-year, reflecting challenges in collecting receivables[9] - The lengthy sales and approval process for new products has resulted in revenue fluctuations, potentially affecting future earnings[12] - The company expects gross margins to continue to vary over time, indicating potential challenges in maintaining sustainable margins[12] - The company relies heavily on sales to certain customers, and the loss of any major customer could significantly reduce revenue and net income[12] - The company faces risks related to managing inventory, including potential write-downs of excess or obsolete inventory[15] Strategic Initiatives - The company plans to launch two new products in Q3 2025, aiming to capture a 5% increase in market share within the next year[11] - Future guidance estimates revenue growth of 5% to 7% for the fiscal year 2025, contingent on market conditions and product launches[12] - The company is focusing on expanding its market presence in Europe, targeting a 15% increase in sales from that region by the end of 2025[13] - A strategic acquisition is planned to enhance technology capabilities, with an expected completion date in Q4 2025[14] - The company has allocated $10 million for research and development in 2025, a 20% increase from the previous year, to drive innovation[15] Economic and Market Risks - The management highlighted ongoing inflationary pressures that could impact future profitability and operational costs[16] - The company is exposed to adverse currency exchange rate fluctuations, which could harm financial results and cash flows[15] - Future issuances of additional equity securities could result in dilution of existing stockholders' equity ownership[19] - The company has recognized impairment charges related to goodwill and other intangible assets, which may recur in the future[15] - The company must continue to update and improve products to compete effectively in the telecommunications market[15]

Financial Performance - Total net sales for the three months ended March 31, 2025, were approximately $1,092,000, a decrease of approximately $614,000, or 36.0%, compared to $1,706,000 in the same period of 2024[289]. - The company’s net income (loss) for the three months ended March 31, 2025, was $(3,033,047), compared to net income of $452,839 in the same period of 2024, representing a significant decline[288]. - GAAP total net sales were $1,092,000, a decrease from $1,706,000 in 2024, representing a decline of approximately 36%[323]. - GAAP gross profit for the same period was $272,000, down from $409,000 in 2024, indicating a decrease of about 33.5%[323]. - Adjusted gross profit excluding unabsorbed overhead was $733,000 in 2025 compared to $1,071,000 in 2024, reflecting a decline of approximately 31.5%[323]. - Adjusted EBITDA for the three months ended March 31, 2025, was $(2,213,000), compared to $(1,906,000) in 2024, indicating a worsening of approximately 16.1%[327]. Sales and Marketing - Direct-to-consumer sales are conducted in 46 states, covering approximately 96.8% of the U.S. population, allowing for higher-margin sales and valuable consumer data collection[255]. - Sales and marketing expenses are anticipated to increase as the company expands its headcount and marketing campaigns[271]. - Sales and marketing expenses rose to approximately $1,315,000 in Q1 2025, an increase of $125,000 compared to $1,190,000 in Q1 2024[308]. - The Salute Series and Military DtC Spirits saw a unit sales growth of 107.8% year-over-year, while revenue growth was 76.8%, attributed to a broader selection of lower-priced products[295]. Cost Management - The cost of oak barrels has escalated by approximately 30% since early 2022, but prices began to stabilize in 2024[261]. - The company expects gross margins to fluctuate over time due to market conditions, pricing, and cost structure[270]. - The company aims to reduce unabsorbed overhead and improve gross margins by focusing on higher-margin products and optimizing production capacity[301]. - Gross profit excluding unabsorbed overhead for Q1 2025 was approximately $485,000, a decrease of 28.8% from $681,000 in Q1 2024[305]. - Gross margin excluding unabsorbed overhead increased to 67.1% in Q1 2025 from 62.8% in Q1 2024, indicating improved cost management[306]. Operational Challenges - Operating loss for the three months ended March 31, 2025, was $(2,451,177), compared to $(2,226,870) for the same period in 2024, reflecting an increase in operating expenses[288]. - The decrease in net sales of services was approximately $220,000, with third-party production sales dropping from $111,000 in Q1 2024 to $6,000 in Q1 2025, and retail services decreasing from $300,000 to $239,000[294]. - Unabsorbed overhead as a component of product cost was 56.6% in Q1 2025 compared to 54.5% in Q1 2024, indicating ongoing challenges in capacity utilization[300]. Investment and Financing - The company expects to incur additional losses and higher operating expenses as it continues to invest in inventory and assets for growth[328]. - The Silverview Loan, originally maturing on April 15, 2025, has been extended to October 25, 2026, with a fixed interest rate of 15.0% per annum[338]. - As of the IPO date (November 25, 2024), the outstanding principal balance on the Silverview Loan was $12,250,000, with approximately $1,568,000 paid towards principal, leaving an outstanding balance of approximately $10,682,000[340]. - The company expects to remain in compliance with all financial covenants in the Silverview Loan agreement after using approximately $2,375,000 of the net proceeds from the IPO to repay a portion of the loan[341]. Market Position and Growth - The craft spirits segment generated revenues of over $21.4 billion in 2023, with an estimated CAGR of 29.4% from 2024 to 2030[252]. - The craft spirits market is the fastest-growing segment of the overall $288 billion spirits market, positioning the company for significant growth opportunities[252]. - The company has developed a new sales channel in collaboration with Native American tribes, which is expected to broaden brand recognition and sales[257]. Compliance and Regulatory - The company is currently not in compliance with Nasdaq's minimum bid price requirement, with a compliance period until October 13, 2025, to regain compliance[334]. - The provision for income taxes was immaterial for both Q1 2025 and Q1 2024 due to a net loss position[316]. Miscellaneous - The company has recognized an aggregate of $2,684,395 in previously-unrecognized compensation expense for RSU awards upon completion of its IPO[273]. - The company retained a 12.2% ownership interest in Flavored Bourbon, LLC, with a guaranteed payout of $25.3 million upon a third-party sale of the brand[278]. - The company recorded a gain of $3,421,000 on the increase in fair value of its investment in Flavored Bourbon, LLC for the six months ended June 30, 2024[278]. - The company had no off-balance sheet arrangements as of March 31, 2025[352]. - The company is exposed to market risks from fluctuations in interest rates, which may adversely affect operations and financial condition[361].

Financial Performance - The company reported a net loss of $289,673 for the three months ended March 31, 2025, compared to a net income of $129,577 for the same period in 2024, indicating a significant decline in profitability[22] - The total expenses for the three months ended March 31, 2025, were $453,835, compared to $310,934 for the same period in 2024, reflecting an increase of approximately 45.9%[18] - The company’s cash flows from operating activities resulted in a net cash used of $453,155 for the three months ended March 31, 2025, compared to $282,082 for the same period in 2024, indicating a higher cash outflow[22] - The Company reported a net loss of $575,461 for the three months ended March 31, 2025, compared to a net loss of $400,511 for the same period in 2024, resulting in a basic and diluted net income (loss) per share of $(0.74) for 2025 and $(0.11) for 2024[70] Assets and Liabilities - Total current assets increased to $2,045,669 as of March 31, 2025, compared to $1,672,752 as of December 31, 2024, representing a growth of approximately 22.3%[16] - Total liabilities decreased to $10,786,213 as of March 31, 2025, from $27,894,031 as of December 31, 2024, reflecting a reduction of approximately 61.2%[16] - The company’s accumulated deficit increased to $9,372,094 as of March 31, 2025, compared to $8,855,025 as of December 31, 2024, indicating a rise of approximately 5.9%[20] - The Company has a working capital deficit of $5,290,544 as of March 31, 2025, compared to a deficit of $5,026,967 as of December 31, 2024[31][42] Cash and Investments - The company’s cash balance increased to $130,580 as of March 31, 2025, from $56,768 at the beginning of the period, marking a rise of approximately 130%[22] - The Trust Account held $117,300,000 from the Initial Public Offering, which is invested in U.S. government treasury obligations until the completion of a Business Combination[62] - The Company had $9,020,580 in an interest-bearing bank demand deposit account held in the Trust Account as of March 31, 2025[63] - The fair value of Interest-Bearing Bank Demand Deposit Account Held in Trust Account was $9,020,580 as of March 31, 2025, compared to $26,447,350 as of December 31, 2024[71] Business Combination and Future Operations - The company is in the process of a proposed business combination with Longevity Biomedical, Inc., which is expected to impact future operations and financial performance[12] - The Company has until August 18, 2025, to consummate a Business Combination, after which it will cease operations and redeem Public Shares if not completed[33] - The Company entered into a Merger Agreement with Longevity Biomedical, Inc. on September 16, 2024, which includes Target Acquisitions and a merger with Longevity as the surviving entity[36][37] - The Company intends to apply for a listing of the combined company's securities on Nasdaq following the completion of a Business Combination[80] Compliance and Regulatory Issues - The Company received a notice from Nasdaq on February 19, 2025, stating that it did not comply with Nasdaq IM-5101-2, leading to the suspension of trading on February 26, 2025[48] - The Company is subject to delisting from Nasdaq due to non-compliance with IM-5101-2, with trading expected to continue over the counter[80] - Management believes that without additional capital, the Company may not have sufficient working capital to meet its needs through the consummation of the Business Combination[43] - The Company has raised concerns about its ability to continue as a going concern until August 18, 2025, if a Business Combination is not consummated[44] Shareholder and Stock Information - The weighted average number of redeemable common stock outstanding decreased to 779,886 for the three months ended March 31, 2025, from 3,920,107 in the same period of 2024, a reduction of about 80%[18] - As of March 31, 2025, the Class A common stock subject to possible redemption amounted to $9,651,778, an increase of $571,034 from December 31, 2024[65] - The Company sold 11,500,000 Units at a purchase price of $10.00 per Unit during its Initial Public Offering, with each Unit consisting of one share of Class A common stock and one redeemable warrant[83] - The Company has authorized 1,000,000 preferred shares, but none were issued or outstanding as of March 31, 2025[119] Financing and Capital Structure - The Initial Public Offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 units on February 18, 2022[27] - The Company raised an additional $5,200,750 from the sale of 520,075 private placement units at $10.00 per unit[28] - The underwriter received a cash underwriting discount of 1.50% of the gross proceeds from the Initial Public Offering, totaling $1,725,000, and a deferred fee of 3.50%, amounting to $3,450,000[115] - The Company signed a Subscription Agreement with an Investor to issue 1,000,000 shares of Class A Common Stock at a price of $5.00 per share, contingent upon a Business Combination with Longevity[113] Operational and Administrative Expenses - The Company recorded $30,000 in administrative expenses for the three months ended March 31, 2025, related to support services[107] - The Company has outstanding Extension Loans totaling approximately $3,537,744 as of March 31, 2025, and December 31, 2024[101] - The Company aims to manage and forecast cash effectively to align costs with contractual agreements[137] - The CODM monitors formation and operational costs to ensure sufficient capital for business combinations[137]

Financial Performance - Net loss for the three months ended March 31, 2025, was $289,673, compared to a net income of $129,577 for the same period in 2024, indicating a shift of approximately 323.5%[18] - Total expenses rose to $453,835 for the three months ended March 31, 2025, up from $310,934 in the same period of 2024, marking an increase of about 45.9%[18] - The company reported a basic and diluted net loss per share of redeemable common stock of $0.74 for Q1 2025, compared to a profit of $0.05 in Q1 2024[18] - The Company reported a net loss of $575,461 for the three months ended March 31, 2025, compared to a net loss of $400,511 for the same period in 2024, resulting in a basic and diluted net income (loss) per share of $(0.74) for 2025 and $(0.11) for 2024[70] Assets and Liabilities - Total current assets increased to $2,045,669 as of March 31, 2025, compared to $1,672,752 as of December 31, 2024, representing a growth of approximately 22.3%[16] - Total assets decreased significantly from $28,120,102 as of December 31, 2024, to $11,066,249 as of March 31, 2025, a decline of about 60.7%[16] - Total liabilities decreased from $27,894,031 as of December 31, 2024, to $10,786,213 as of March 31, 2025, a reduction of approximately 61.3%[16] - The Company has a working capital deficit of $5,290,544 as of March 31, 2025, compared to a deficit of $5,026,967 as of December 31, 2024[31][42] Cash and Investments - Cash at the end of the period increased to $130,580 as of March 31, 2025, compared to $413 at the end of March 31, 2024, reflecting a significant increase[22] - The Trust Account held $117,300,000 from the Initial Public Offering, which is invested in U.S. government treasury obligations until the completion of a Business Combination[62] - The Company had $9,020,580 in an interest-bearing bank demand deposit account held in the Trust Account as of March 31, 2025[63] - The fair value of Interest-Bearing Bank Demand Deposit Accounts held in the Trust Account was $9,020,580 as of March 31, 2025, compared to $26,447,350 as of December 31, 2024[71] Business Combination and Future Plans - The company is in the process of a proposed business combination with Longevity Biomedical, Inc., which is expected to impact future performance and market positioning[12] - The Company has until August 18, 2025, to consummate a Business Combination, after which it will cease operations and redeem Public Shares if not completed[33] - The Company entered into a Merger Agreement with Longevity Biomedical, Inc. on September 16, 2024, which includes Target Acquisitions and a merger with Merger Sub[36][37] - The Company plans to change its name to "Longevity Biomedical, Inc." and list its common stock on NASDAQ under the ticker symbol "LBIO" following the Merger[37] Compliance and Regulatory Issues - The Company received a notice from Nasdaq on February 19, 2025, indicating non-compliance with Nasdaq IM-5101-2, leading to suspension of trading on February 26, 2025[48] - The Company intends to apply for listing on The Nasdaq Capital Market post-Business Combination, but there is no guarantee of success[48] - The Company’s ability to complete a Business Combination may be affected by its ability to raise equity or debt financing amid increased market volatility[50] - The Company has recorded a liability to comply with the 1% excise tax imposed by the Inflation Reduction Act on stock buybacks, effective from 2023[78] Management Concerns - Management has raised concerns about the Company's ability to continue as a going concern due to insufficient working capital and potential liquidity issues[43][44] - The Company is evaluating the impact of global conflicts and economic sanctions, which may affect its financial condition and operations[46] Shareholder and Stock Information - The Company had 3,510,075 shares of Class A Common Stock issued and outstanding, with 779,886 shares subject to possible redemption[120] - The Company has authorized 1,000,000 preferred shares, but none were issued or outstanding as of March 31, 2025[119] - The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after that[126] - The Company will file a registration statement for the shares of Class A common stock issuable upon exercise of the warrants within 20 business days after the Business Combination[128] Loans and Financing - The Company has outstanding Extension Loans totaling approximately $3,537,744 as of March 31, 2025, which are non-interest-bearing promissory notes[102] - The Company signed Zero Interest Convertible Notes totaling $1,025,000 with a maturity date of September 30, 2025[139] - The conversion price for shares under the Working Capital Convertible Notes is set at $4 for the first 30 days, then based on the lowest closing price over the preceding 25 trading days[140] Operational and Administrative Expenses - The Company recorded $30,000 in administrative expenses for the three months ended March 31, 2025, related to support services provided by the Sponsor[107] - The Company has agreed to pay the Sponsor $10,000 per month for administrative support for up to 18 months, ceasing payments upon completion of the initial Business Combination[107]

Mergers and Acquisitions - The company completed a merger on February 14, 2025, with Predecessor ENvue, resulting in ENvue Medical Holdings LLC becoming a wholly-owned subsidiary[121]. - Following the merger, holders of Predecessor ENvue's equity own 85.0% of the outstanding equity of the company, assuming conversion of Series X Preferred Stock[136]. Financial Performance - For the three months ended March 31, 2025, revenues were approximately $1,025,000, an increase of approximately 11% compared to $921,000 for the same period in 2024, primarily due to the merger with ENvue[165]. - Gross profit for the three months ended March 31, 2025, was approximately $369,000, a decrease of approximately 44% from $664,000 in 2024, with gross profit as a percentage of revenues dropping to 36% from 72%[167][168]. - Research and development expenses increased by approximately 338% to $530,000 for the three months ended March 31, 2025, compared to $121,000 in 2024, representing 52% of total revenues[169][170]. - Selling and marketing expenses rose by approximately 112% to $349,000 for the three months ended March 31, 2025, compared to $165,000 in 2024, accounting for 34% of total revenues[171]. - General and administrative expenses increased by approximately 42% to $1,342,000 for the three months ended March 31, 2025, compared to $946,000 in the same period of 2024[173]. - General and administrative expenses as a percentage of total revenues were approximately 131% for the three months ended March 31, 2025, up from 103% in 2024[175]. - Net loss decreased by approximately $1,907,000 or 324% to approximately $2,495,000 for the three months ended March 31, 2025, from approximately $588,000 in the same period of 2024[177]. - Cash used in operating activities was approximately $1,343,000 for the three months ended March 31, 2025, compared to approximately $579,000 for the same period in 2024[184]. - Cash provided by financing activities was approximately $1,050,000 during the three months ended March 31, 2025, primarily from the issuance of a short-term loan payable[185]. - The company incurred net losses of approximately $2,523,000 during the three months ended March 31, 2025, with negative cash flow from operating activities of $1,343,000[178]. - As of March 31, 2025, the company had cash of approximately $601,000, down from approximately $752,000 as of December 31, 2024[183]. Stock and Securities - The company raised approximately $10 million from the underwritten public offering of 400,000 shares of Series G Convertible Preferred Stock on May 16, 2025[124]. - Holders of Series G Preferred Stock are entitled to receive cumulative dividends at a rate of 9% per annum until the fifth anniversary of issuance[123]. - The company issued a promissory note for $360,000 on April 11, 2025, with an interest rate of 8.0% and a maturity date of June 11, 2025[127]. - A reverse stock split of 1-for-11 was executed on March 12, 2025, affecting all common stock share amounts[132]. - The company entered into a private placement agreement on February 13, 2025, selling a senior convertible debenture with an aggregate principal amount of $1.3 million[138]. - The A&R Debenture has a conversion price of $4.8906, subject to customary anti-dilution adjustments[139]. - The January 2025 Warrant has an exercise price of $6.8296 per share and is exercisable for a term of five and a half years from stockholder approval received on February 24, 2025[142]. Market and Operational Insights - The company has initiated commercialization efforts for its medical devices through its subsidiary ENvue[121]. - The percentage of revenues attributable to PainShield MD was 56% for the three months ended March 31, 2025, compared to 59% in 2024, while PainShield Plus accounted for 19% in 2025, up from 10% in 2024[166]. - The largest direct medical equipment distributor, Ultra Pain Products LLC, contributed 49% of revenues in Q1 2025, up from 38% in Q1 2024[166]. - The company’s revenues may fluctuate due to varying consumer purchases, indicating that growth may not be linear or consistent[165]. - Major changes in assets were primarily attributable to the merger, significantly impacting the overall asset base of the company[182]. - Future operating results may be affected by various factors, including regulatory approvals, clinical trial phases, and geopolitical conditions[186]. Compliance and Regulatory Matters - The company did not regain compliance with Nasdaq's minimum bid price requirement by October 7, 2024, leading to a hearing request to avoid delisting[145][146]. - On April 9, 2025, the company received confirmation of compliance with Nasdaq's Bid Price Rule and Equity Rule, following a reverse stock split[148][149]. Financial Outlook - The company expects to continue incurring losses and negative cash flows from operations, indicating a need for additional capital to finance ongoing operations[179].

Financial Performance - For the three-month period ended March 31, 2025, the Company reported revenue of $10.055 million, a decrease of 23.4% compared to $13.104 million for the same period in 2024[154]. - The net loss for the three-month period ended March 31, 2025, was $4.487 million, compared to a net loss of $2.632 million for the same period in 2024, indicating a worsening financial position[154]. - For the three-month period ended March 31, 2025, the Company's revenue decreased by 23% to $10.1 million compared to $13.1 million for the same period in 2024[155]. - Remittance revenue excluding divested entities TNG Asia and GEA declined by 8% to $4.6 million for the three-month period ended March 31, 2025, compared to $5.0 million in 2024[158]. - Global airtime transfer revenue decreased by 23% to $2 million for the three-month period ended March 31, 2025, down from $2.6 million in 2024[156]. - The Indonesian retail business recorded a decrease of 8% to $3.4 million for the three-month period ended March 31, 2025, compared to $3.7 million in 2024[160]. - EBITDA loss increased to $2.8 million for the three-month period ended March 31, 2025, compared to a loss of $0.2 million in 2024[175]. Transaction and User Metrics - The total processing value (TPV) for Tranglo's remittance business was $1.30 billion for the three-month period ended March 31, 2025, down 3.7% from $1.35 billion in the same period of 2024[129]. - The Company processed approximately 2.77 million remittance transactions in the three-month period ended March 31, 2025, representing a decline of 5.8% from 2.94 million transactions in the same period of 2024[129]. - Tranglo processed 2.77 million remittance transactions with a total value of $1.30 billion for the three-month period ended March 31, 2025, down from 2.94 million transactions valued at $1.35 billion in 2024[157]. - The number of unique users for Tranglo increased to 579,684 as of March 31, 2025, compared to 575,941 as of March 31, 2024, indicating a slight growth[130]. - The overall take rate decreased to 0.35% during the three-month period ended March 31, 2025, compared to an average total take rate of 0.37% for the year of 2024[157]. Cost and Expenditure - The Company's cost of revenue was $6.9 million for the three-month period ended March 31, 2025, a decrease of 20.7% from $8.7 million in 2024[161]. - The direct costs for remittance revenue decreased by 41.4% to $1.7 million for the three-month period ended March 31, 2025, compared to $2.9 million in 2024[161]. - The Company's capital expenditures were $0.2 million for the three-month period ended March 31, 2025, compared to $0.01 million for the same period in 2024[192]. Cash Flow and Liquidity - As of March 31, 2025, the Company had cash balances of $62.3 million, a working capital deficit of $59.8 million, and a net capital deficit of $43.9 million[182]. - The Company had net cash used in operating activities of $1.5 million for the three-month period ended March 31, 2025, primarily due to a net loss of $4.5 million, offset by non-cash expenses of $2.2 million[187]. - The Company reported a net loss of $4.5 million and net cash provided by operating activities of $1.5 million for the three-month period ended March 31, 2025[182]. - The Company had cash and cash equivalents of $62.3 million as of March 31, 2025, compared to $59.2 million as of March 31, 2024[184]. - The Company entered into an ELOC Purchase Agreement on February 10, 2025, allowing it to issue additional shares for extra liquidity[183]. - Net cash provided by financing activities was $0.1 million for the three-month period ended March 31, 2025[191]. - The Company believes its current cash and cash equivalents, along with anticipated cash flows from operations, will be sufficient to meet its cash needs for at least the next 12 months[185]. Strategic Initiatives - The Company plans to launch new AI products and services through SEAMLESS AI Lab, aimed at providing comprehensive solutions for financial institutions[146]. - The Company aims to expand its market reach into the Middle East and Africa, focusing on B2C markets to enhance profitability[142]. - The Company completed a private placement raising $1.75 million in net proceeds through the issuance of a Convertible Note and warrants[137]. - The Company intends to develop its AI Data Center (AIDC) business with a planned capacity of 500MW, catering to diverse client needs[151]. Company Classification - The Company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced reporting requirements[215].