Financial Performance and Compliance - Organovo Holdings reported preliminary unaudited cash for the fiscal year ending March 31, 2025, and expects to meet all requirements for continued listing on the Nasdaq Capital Market[6]. - The company had stockholders' equity of $364,000 as of December 31, 2024, which did not meet Nasdaq's minimum requirement of $2,500,000[10]. - Following the asset sale and other financial activities, the company believes it has a minimum of $2,500,000 in stockholders' equity as of April 2, 2025[12]. - The company received a notice from Nasdaq indicating it did not meet the minimum bid price requirement of $1.00 per share[10]. - The company presented its compliance plan to the Nasdaq Hearings Panel on February 27, 2025, and was granted an exception until April 15, 2025, to demonstrate compliance[10]. - Forward-looking statements indicate potential risks and uncertainties regarding compliance with Nasdaq listing requirements[13]. Asset Sale - On March 25, 2025, Organovo completed the sale of its FXR program to Eli Lilly for an upfront cash payment of $10.0 million, with potential milestone payments of up to $50.0 million[11]. Financial Strategy - The company has engaged in warrant exercises and sales of common stock to improve its financial position[12]. - Organovo's financial information is subject to adjustments based on the completion of customary annual audit procedures[6]. Company Classification - The company is classified as an emerging growth company under the Securities Act[5].

Financial Performance - Consolidated revenues for Q2 2025 increased by 1.9% to $602.2 million compared to $590.7 million in Q2 2024[4] - Operating income rose to $31.2 million, reflecting an increase of 11.7% year-over-year[4] - Net income increased by 19.6% to $24.5 million from $20.5 million in the prior year[4] - Diluted earnings per share grew by 20.2% to $1.31 from $1.09 in the prior year[4] - Adjusted EBITDA for the quarter increased by 6.3% to $68.9 million compared to $64.8 million in the prior year[4] - Revenues for the thirteen weeks ended March 1, 2025, were $602,210,000, reflecting a revenue growth of 1.5% compared to $590,710,000 for the same period in 2024[15] - The company reported a net income of $31,214,000 for the thirteen weeks ended March 1, 2025, compared to $27,943,000 in the prior year[15] - Total revenues for the twenty-six weeks ended March 1, 2025, were $1,207,127,000, representing a 1.9% increase compared to $1,184,236,000 for the same period in 2024[17] - Operating income for the twenty-six weeks ended March 1, 2025, was $67,290,000, with an operating margin of 6.3%, compared to an operating income of $61,137,000 and an operating margin of 6.8% in the prior year[17] - The company reported a net income of $67,564,000 for the twenty-six weeks ended March 1, 2025, compared to $62,782,000 for the same period in 2024[19] Cash Flow and Assets - Cash flow from operating activities for the first half of fiscal 2025 was $128.3 million, an increase of 20.2% over the prior year[11] - The company had no long-term debt outstanding as of March 1, 2025, and cash and short-term investments totaled $201.0 million[11] - Cash and cash equivalents increased to $192,174,000 from $161,571,000, a rise of 18.9%[14] - The company’s cash and cash equivalents at the end of the period were $192,174,000, up from $90,538,000 at the end of the previous year[19] Key Initiatives and Costs - Key Initiative costs for fiscal 2025 are anticipated to approximate $12.0 million, revised down from prior estimates[7] - The company incurred approximately $1.9 million in costs related to Key Initiatives, impacting operating margins[16] - The company incurred approximately $4.4 million in costs related to Key Initiatives during the first half of fiscal 2025, impacting operating margins[18] Growth Metrics - Organic growth, excluding acquisitions and currency fluctuations, was 1.9%[5] - The company expects fiscal 2025 revenues to be between $2.422 billion and $2.432 billion, with diluted earnings per share projected between $7.30 and $7.70[7] - The company’s revenue growth for Core Laundry Operations was 1.6% for the twenty-six weeks ended March 1, 2025, compared to the previous year[17] Inventory and Liabilities - Total current assets increased to $936,847,000 from $915,676,000, representing a growth of 2.5%[14] - Total liabilities amounted to $589,806,000, showing a slight increase from $580,790,000[14] - Inventories increased to $159,067,000 from $156,908,000, indicating a growth of 1.4%[14] - The company’s goodwill stood at $653,004,000, reflecting a stable position compared to the previous period[14] Capital Expenditures and Margins - Capital expenditures for the twenty-six weeks ended March 1, 2025, were $66,086,000, down from $72,902,000 in the prior year[19] - Adjusted EBITDA for the thirteen weeks ended March 1, 2025, was $59,357,000, with an adjusted EBITDA margin of 11.2%[15] - Adjusted EBITDA for the twenty-six weeks ended March 1, 2025, was $162,878,000, with an adjusted EBITDA margin of 13.5%, compared to $153,524,000 and a margin of 13.0% in the previous year[25] - The adjusted EBITDA margin for Core Laundry Operations was 13.0% for the twenty-six weeks ended March 1, 2025, compared to 12.4% in the previous year[25]

Financial Performance - Pro forma net sales for Q3 FY2025 were $72.0 million, representing a 9.2% increase year-over-year[3] - Adjusted EBITDA for Q3 FY2025 was $1.3 million, compared to a loss of $3.6 million in Q3 FY2024[13] - The company recorded a GAAP net loss of $4.4 million, or a loss per share of $(0.11) in Q3 FY2025[12] - For the three months ended February 28, 2025, Angiodynamics reported a net loss of $4,407,000 compared to a net loss of $187,736,000 for the same period in 2024[35] - Adjusted net income for the three months ended February 28, 2025, was $1,167,000, while for the same period in 2024, it was a loss of $6,279,000[35] - The net loss for the three months ended February 28, 2025, was $4,407 thousand, compared to a net loss of $187,736 thousand for the same period in 2024[32] - The net loss for the nine months ended February 28, 2025, was $27,943 thousand, compared to a net loss of $170,900 thousand for the same period in 2024[34] - The company reported a basic loss per share of $0.68 for the nine months ended February 28, 2025, compared to a loss per share of $4.26 for the same period in 2024[34] Sales and Revenue - Med Tech net sales reached $31.3 million, a 22.2% increase from $25.7 million in the prior-year period[8] - The company expects FY2025 net sales to be in the range of $285 to $288 million, reflecting growth of 5.3% to 6.4% over FY2024[21] - Med Tech net sales growth guidance for FY2025 has been increased to 14% to 16% from the previous 12% to 15%[21] - Net sales for the three months ended February 28, 2025, were $72,004,000, a decrease of 4.2% compared to $75,182,000 for the same period in 2024[48] - Med Tech segment reported net sales of $31,341,000, representing a growth of 21.3% from $25,844,000 in the prior year[48] - Med Device segment experienced a decline in net sales to $40,663,000, down 17.6% from $49,338,000 year-over-year[48] - For the nine months ended February 28, 2025, net sales were $212,340 thousand, a decrease of 8.9% from $232,934 thousand for the same period in 2024[34] - The Med Tech segment's nine-month net sales were $90,863,000, reflecting a growth of 17.9% compared to $77,068,000 in the previous year[52] Profitability and Margins - Gross margin for Q3 FY2025 was 54.0%, up 290 basis points compared to Q3 FY2024[11] - Gross profit margin improved to 54.0% for the three months ended February 28, 2025, compared to 47.7% for the same period in 2024[32] - Gross profit for the Med Tech segment was $19,588,000, with a gross profit margin of 62.5%, compared to $15,857,000 and 61.4% in the previous year[50] - Total gross profit for the three months ended February 28, 2025, was $38,857,000, an increase of 8.4% from $35,861,000 in the same period last year[50] - Gross profit margin for the nine months ended February 28, 2025, was 54.4%, compared to 49.9% for the same period in 2024[34] Expenses and Cost Management - Research and development expenses for the three months ended February 28, 2025, were $6,913 thousand, down from $8,189 thousand in the same period last year, reflecting a decrease of 15.6%[32] - Total operating expenses for the nine months ended February 28, 2025, were $149,814 thousand, significantly lower than $348,668 thousand for the same period in 2024[34] - The company incurred acquisition, restructuring, and other items totaling $3,286,000 for the three months ended February 28, 2025, down from $35,367,000 in the same period in 2024[43] - The company reported depreciation and amortization expenses of $6.319 million for the three months ended February 28, 2025, compared to $7.522 million for the same period last year[58] - Stock-based compensation for the three months ended February 28, 2025, was $2,398,000, compared to $2,612,000 for the same period in 2024[37] Cash Flow and Assets - Cash and cash equivalents decreased to $44,760,000 from $76,056,000 in the previous period[56] - Current liabilities were reported at $77,971,000, a decrease from $91,155,000 in the prior period[56] - Cash flows from operating activities resulted in a net cash used of $13.159 million for the three months ended February 28, 2025, compared to $12.526 million for the same period last year[58] - Net cash provided by financing activities was $7.147 million for the three months ended February 28, 2025, compared to $694 thousand for the same period last year[58] - The company had a net cash used in investing activities of $3.189 million for the three months ended February 28, 2025, compared to a net cash provided of $29.404 million for the same period last year[58] - The company reported total assets of $285,415,000 as of February 28, 2025, down from $317,671,000 as of May 31, 2024[56] Strategic Initiatives - The company is focused on strategic initiatives to enhance product development and market expansion, particularly in response to competitive pressures and regulatory challenges[30] - The company initiated the AMBITION BTK RCT to evaluate the Auryon Atherectomy System for treating critical limb ischemia[16] - The NanoKnife System received FDA clearance for prostate tissue ablation, with a pivotal study showing 84% of men free from significant disease at 12 months[18]

Financial Performance - For the quarter ended February 28, 2025, Trilogy Metals reported a comprehensive loss of $3.6 million, consistent with the loss of $3.6 million for the same period in 2024[80]. - The company reported a basic and diluted loss per common share of $0.02 for both the three-month periods ended February 28, 2025, and February 29, 2024[79]. Cash and Working Capital - The company had $25.2 million in cash and cash equivalents and a working capital of $24.6 million as of February 28, 2025, sufficient to fund the approved fiscal 2025 budget of $3.1 million[82]. - Ambler Metals, the joint venture with South32, had $6.5 million in cash and cash equivalents and $6.4 million in working capital, adequate to support its approved budget of $5.8 million for the fiscal year[83]. - Trilogy's 2025 fiscal year cash budget totals $3.1 million, with $0.8 million used in operating activities during the three-month period ended February 28, 2025[76]. - Ambler Metals approved a budget of $5.8 million for 2025, with expenditures of $1.2 million in the first quarter, exceeding the budgeted $1.0 million[77]. Project Development - The Bornite Preliminary Economic Assessment indicated a potential production of 1.9 billion pounds of copper over a 17-year mine life, with a pre-tax NPV at 8% of $552 million and an IRR of 23.6%[78]. - Trilogy Metals is focused on the exploration and development of mineral properties in the Ambler mining district, with significant projects including the Arctic and Bornite projects[73]. Expenses and Fees - Professional fees increased by $0.2 million in Q1 2025 due to consulting and legal fees related to the Bornite PEA and the Base Shelf Prospectus filing[80]. - General and administrative expenses decreased to $343,000 in Q1 2025 from $415,000 in Q1 2024[79]. Shareholder Information - As of April 2, 2025, Trilogy Metals Inc. had 164,216,410 common shares issued and outstanding, with 14,085,234 stock options and a weighted-average exercise price of CDN$1.63[85]. - The company holds 3,443,888 Deferred Share Units (DSUs) and 1,798,338 Restricted Share Units (RSUs) outstanding as of April 2, 2025[85]. - Upon the exercise of all convertible securities, Trilogy Metals would be required to issue an aggregate of 19,328,319 common shares[85]. Accounting and Disclosure - The FASB issued ASU 2023-07, effective for the fiscal year ended November 30, 2025, which expands segment disclosures, requiring significant segment expenses to be disclosed[87]. - ASU 2023-09, effective for the fiscal year ended November 30, 2026, enhances income tax disclosures, improving transparency and decision usefulness[88]. - The company assesses the possibility of impairment in its equity method investment in Ambler Metals, which is a non-publicly traded equity investment[90]. - Significant judgments are made in assessing the recoverability of the investment in Ambler Metals, which may lead to impairment charges if the underlying assets are not recoverable[90]. - Trilogy Metals must make estimates and judgments regarding income tax expense, deferred tax assets, and liabilities for unrecognized tax benefits[91]. - Compensation expense for stock options is determined using the Black-Scholes option pricing model, which requires input estimation that can significantly impact the recorded expense[93]. - Additional information regarding the company is available on SEDAR+ and EDGAR, including the annual report for the fiscal year ended November 30, 2024[94].

Revenue Projections - Estimated total revenue for Q4 2024 is projected to be between $0.5 million and $0.6 million[4] - Estimated total revenue for the year ended December 31, 2024, is projected to be between $0.9 million and $1.0 million[4] Cash Position - Cash as of December 31, 2024, is approximately $3.1 million, a decrease of about $3.9 million from $7.0 million as of September 30, 2024[5] - The cash decrease was primarily due to a $1.5 million payment related to the acquisition of Debt Does Deals, LLC, d/b/a Be My Neighbor[5] - Increased operating expenses related to Be My Neighbor following its acquisition contributed to the cash decrease[5] Financial Data Disclaimer - The financial data presented is preliminary and unaudited, and actual results may differ materially[6] - The independent registered public accounting firm has not audited or reviewed the estimated preliminary financial data[6]

Business Model and Strategy - The reAlpha platform aims to provide a commission-free homebuying experience, integrating AI-driven tools for tailored property recommendations and mortgage services[24]. - The company has announced acquisitions of Naamche, AiChat, Hyperfast, and Be My Neighbor, which are expected to enhance revenue and operational capabilities[26]. - Following the acquisition of Be My Neighbor and GTG Financial, the in-house mortgage brokerage is now licensed to operate in 30 U.S. states[27]. - The reAlpha platform generates revenue through mortgage and title services, with plans to expand offerings through further acquisitions[31]. - The company aims to solidify its core business by acquiring proptech companies that enhance the reAlpha platform's capabilities in the homebuying process[51]. - The company has acquired multiple businesses, including Rhove, Naamche, AiChat, Hyperfast, Be My Neighbor, and GTG Financial, and may pursue further acquisitions[104]. - The company faces challenges in integrating acquired businesses, which could adversely affect its operations and financial condition[105]. Technology and Innovation - The technology services segment is the only reportable segment after discontinuing the rental business, focusing on AI-based products and services[29]. - GENA, an AI tool for generating personalized home descriptions, was released in November 2023 and is currently free for users[44]. - The company is focused on R&D and strategic acquisitions to enhance its technology offerings and expand its customer base in the proptech market[46]. - The company differentiates itself through AI integration and a commission-free model on the reAlpha platform, enhancing its competitive edge in the market[69]. - The company is integrating AI technologies into its platform, which presents operational, compliance, and reputational risks[171]. - The implementation of artificial intelligence (AI) may present significant operational risks and challenges, potentially impacting the company's business and financial condition[174]. - The company anticipates increased costs associated with compliance and the integration of AI technologies, which may affect profitability and operational efficiency[175]. Market and Economic Conditions - The global proptech market size reached $40.58 billion in 2024, projected to grow to $179.03 billion by 2034, indicating significant market potential[54]. - U.S. proptech companies saw $4.3 billion in growth equity and debt investments in 2024, with average investment size increasing by 64.19% from approximately $36.3 million to $59.6 million[55]. - The real estate market experienced a 3.9% year-over-year increase in U.S. home prices despite high mortgage rates averaging between 6% and 7%[59]. - Approximately $957 billion of commercial real estate debt is maturing in 2025, raising concerns about refinancing and potential defaults[65]. - The ongoing COVID-19 pandemic has led to economic uncertainty, affecting market conditions and potentially decreasing occupancy levels and pricing across the company's portfolio[125]. - Local conditions, such as recent hurricanes in Florida, may disproportionately affect demand and sales prices in key markets[169]. Financial Performance and Risks - For the year ended December 31, 2024, the company recorded a net loss of $25,802,444, which includes a loss of $18,339,635 from discontinued operations and a loss of $7,462,809 from continuing operations[99]. - The accumulated deficit as of December 31, 2024, was $37,984,426, with outstanding indebtedness of $5,976,689[99]. - The company experienced a net loss of $2,464,959 for the year ended December 31, 2023, including $316,904 from discontinued operations and $2,145,055 from continuing operations[99]. - The company faces significant regulatory compliance costs related to the SAFE Act and Dodd-Frank Act, impacting its mortgage loan origination business[82]. - The company faces substantial debt risks, including potential cash flow insufficiencies to meet principal and interest payments, which could lead to accelerated debt obligations[119]. - If the company cannot refinance its debt at maturity, it may need to raise additional capital or incur higher interest expenses, adversely affecting cash flows available for operations[120]. - The company has minimal operating capital and will depend on financing from equity sales or other alternatives to sustain operations[103]. Regulatory and Compliance Issues - The company is subject to various privacy and data protection laws, including the GLBA in the U.S. and GDPR in the EU, which may affect its operations[86][88]. - The company recognizes the evolving regulatory environment and allocates substantial resources to ensure compliance while meeting customer needs[85]. - Recent acquisitions in mortgage brokerage and title services expose the company to additional regulatory burdens and compliance costs under laws such as the GLBA and NY DFS Cybersecurity Regulation[122]. - The company is subject to increased regulatory scrutiny from the CFPB, which may raise compliance costs and influence the availability and cost of residential mortgage credit[126]. - The company must comply with domestic and international export controls, which could impair its ability to compete in international markets and result in penalties for non-compliance[131]. Corporate Governance and Management - Giri Devanur, the CEO, owns approximately 59.78% of the common stock, allowing him significant control over company decisions and board composition[196]. - The company does not have a majority of independent directors on its board, nor is it subject to certain corporate governance requirements[216]. - The board of directors has the authority to change significant corporate policies without stockholder approval, including investment and financing policies[224]. Human Resources and Operational Challenges - The company has 132 full-time employees across various regions, including 42 in the U.S., 56 in Nepal, 22 in Southeast Asia, and 12 in India[91]. - The company may face challenges in hiring and retaining qualified employees, which could adversely affect revenue growth[161]. - The company relies on key personnel from subsidiaries and partners, and the loss of these individuals could disrupt operations and negatively impact financial performance[134]. Stock and Capital Structure - The company has issued 14,063 shares of Series A Preferred Stock in connection with the acquisition of GTG Financial and 250,000 shares for the transaction with Mercurius Media Capital LP[208]. - Future capital needs may lead to additional dilution of existing stockholders' ownership if new equity securities are issued[206]. - The issuance of preferred stock could adversely affect the rights of common stockholders, including voting power and liquidation payments[210]. - The company may face delisting from Nasdaq if it fails to meet continued listing requirements, which could negatively impact stock price and capital raising efforts[215]. - The company has never declared or paid cash dividends on its common stock and does not anticipate doing so in the foreseeable future[217].

Revenue Sources and Customer Concentration - In 2023 and 2024, 85.1% and 82.9% of the company's revenues were derived from display drivers for TFT-LCD and OLED panels, indicating a heavy reliance on this sector[29] - Customer A and its affiliates accounted for 26.4% of the company's revenues in 2024, with the two largest customers together representing over 34% of total revenues, highlighting significant customer concentration risk[34] - In 2023, approximately 76.2% of the company's revenues were from customers headquartered in the PRC, with an expectation to continue increasing sales in the future[80] - As of December 31, 2024, Himax sold products to approximately 300 customers, with the top ten customers accounting for about 76.7%, 74.1%, and 73.6% of revenues in 2022, 2023, and 2024 respectively[198] - The two largest customers contributed 32.3%, 28.7%, and 26.4% of revenues in 2022, 2023, and 2024 respectively, indicating a significant reliance on major clients[198] Product Development and Innovation - The company is expanding its product offerings to non-driver products, which may have higher gross margins, including technologies such as Timing controller (TCON), LCoS microdisplay, and CMOS image sensors[31] - The company is focusing on developing innovative display driver solutions to maintain market share and attract new customers, as demand for display drivers may decrease due to technological advancements[40] - The company is investing in the development of non-driver products, but uncertainties exist regarding the successful commercialization and market acceptance of these products[33] - Himax's advanced OLED on-cell touch controllers achieve a touch signal-to-noise ratio of over 45 dB, enhancing reliability in challenging conditions[42] - The company has developed the WiseEye Ultralow Power AI Sensing technology, which combines an ultralow power AI processor, always-on CMOS image sensor, and CNN-based AI algorithm for consumer electronics and AIoT applications[107] Market Challenges and Risks - The average selling prices of TFT-LCD and OLED panels are expected to decline over time, which could negatively impact the company's revenues and profit margins[29] - The company faces risks from industry consolidation among suppliers, which may increase costs and reduce profit margins if price increases cannot be passed on to customers[28] - The company is exposed to risks related to public health epidemics, which could disrupt operations and negatively impact financial results[38] - The company has extended payment terms for certain customers, increasing credit risk and potentially affecting cash flow and liquidity[34] - The company does not have long-term purchase commitments from customers, leading to significant uncertainty and volatility in revenues[60] Competitive Landscape - The company operates in a highly competitive semiconductor market, facing intense competition from larger firms with greater resources[71] - The competitive landscape includes intense competition from fabless display driver companies and integrated device manufacturers, highlighting the need for differentiation in customer relations and product performance[225][226] - In the In-cell TDDI segment, the company competes with Novatek Microelectronics Corp., Synaptics Incorporated, and others[228] - For LCoS microdisplay products, competition includes OmniVision, Syndiant, and alternative technologies like DLP from Texas Instruments[228] - In the power ICs market, the company faces competition from Richtek Technology Corp. and Global Mixed-mode Technology Inc. among others[229] Supply Chain and Manufacturing - The global semiconductor market has experienced a severe foundry capacity shortage since 2020, prompting the company to enter strategic agreements with foundry partners to secure capacity[50] - The company does not have long-term agreements with foundry partners, which may lead to unfavorable pricing and contractual penalties if committed volumes are not met[50] - Access to third-party tape, assembly, and testing services is critical, and any disruptions could harm customer relationships and reduce sales[51] - The company operates primarily in a fabless model, leveraging third-party foundries for wafer fabrication and assembly, which allows for reduced capital expenditures and operational flexibility[203] - The company has made investments in internal capabilities for test program development and engineering testing since 2022, enhancing its manufacturing support[204] Financial and Operational Risks - The company has extended payment terms for certain customers, increasing credit risk and potentially affecting cash flow and liquidity[34] - The company is primarily affected by fluctuations in exchange rates between the U.S. dollar and the NT dollar, which could adversely impact operating profit[82] - The company is subject to potential adverse effects from changes in PRC laws and regulations, which could impact its customers and suppliers in China[81] - Any unfavorable changes in ROC tax laws could increase the company's effective tax rate and adversely affect operating results[83] - The company may face difficulties in protecting shareholder interests due to limited judicial precedents regarding shareholders' rights under Cayman Islands law[97] Strategic Partnerships and Acquisitions - The company has partnered with FOCI Fiber Optic Communications, Inc. to develop co-packaged optics (CPO) technology, which is expected to enhance bandwidth and reduce power consumption, with small-scale production starting in late 2024[32] - Himax completed the acquisition of Wisepal (now Himax Semiconductor, Inc.) in February 2007, enhancing its competitive position in small and medium-sized product areas[101] - Himax's acquisition of Emza Visual Sense Ltd. in June 2018 aimed to develop visual sensors with improved power consumption and form factor, although the company disposed of its shareholdings in Emza in October 2022[103] - The company has made minority investments in various companies for strategic purposes, enhancing its technology and product offerings[104] Technology and Product Features - The company has developed low power consumption drivers that meet Energy Star 8.0 and 9.0 standards[123] - The automotive OLED touch controller IC is set to enter production in Q3 2024, featuring an industry-leading touch signal-to-noise ratio of over 45 dB[128] - The Front-lit LCoS Microdisplay achieves a brightness of 400,000 nits while consuming only 300 mW of power, setting a new benchmark in the industry[148] - The WiseEye AI total solution supports various CMOS image sensors and operates with power consumption as low as 100uW, targeting always-on applications[187] - Himax Display's LCoS microdisplay technology offers higher brightness and lower power consumption compared to other microdisplay technologies, positioning the company at the forefront of AR glasses and AR-HUD markets[195]

IPO and Trust Account - The company completed its IPO on January 29, 2021, raising gross proceeds of $310 million from the sale of 31 million units at $10.00 per unit[23]. - Following the IPO, the company placed approximately $310 million in a U.S.-based trust account, which included $303.8 million from the IPO proceeds and $6.2 million from private placement warrants[24]. - As of January 30, 2024, there are 7,664,302 Class A ordinary shares outstanding after the conversion of 7.6 million Class B ordinary shares into Public Shares[30]. - In connection with the 2023 Shareholder Meeting, shareholders redeemed 26,506,157 Class A ordinary shares for approximately $269.5 million, leaving a trust account balance of about $46.1 million[26]. - The company approved a voluntary delisting from the New York Stock Exchange and began trading on OTCQX® Best Market under new symbols on January 16, 2024[28]. - At the 2024 Shareholder Meeting, shareholders redeemed 2,126,159 Class A ordinary shares for approximately $23.7 million, resulting in a trust account balance of $26.4 million[29]. - The company has a Trust Account balance of approximately $778,970.65 after redemptions on January 27, 2025[52]. - As of December 31, 2024, the company had approximately $28,120,285 available in the Trust Account to consummate a Business Combination[146]. Business Combination Plans - The company extended the deadline to complete a Business Combination from January 29, 2023, to April 29, 2023, and has the option to extend it monthly for up to nine additional months[25]. - The company’s Business Combination must involve a target with a fair market value of at least 80% of the net assets held in the Trust Account[34]. - The company can pursue Business Combinations with affiliated entities, provided an independent opinion is obtained to ensure fairness[37]. - The company has the option to extend the deadline for Business Combinations until January 29, 2026, with monthly extensions available[32]. - The company intends to effectuate its Business Combination using cash from the IPO proceeds, private placement warrants, equity, debt, or a combination thereof[47]. - The company may need additional financing to complete its Business Combination if the transaction requires more cash than available from the Trust Account or if a significant number of public shares are redeemed[51]. - The company has not selected any Business Combination target, leaving investors without a basis to evaluate potential merits or risks[49]. - The company may only be able to complete one Business Combination with the proceeds of the IPO and the sale of private placement warrants, leading to a lack of diversification that may negatively impact operations and profitability[146]. Redemption Rights and Procedures - The company will provide public shareholders with the opportunity to redeem their Class A ordinary shares at a price based on the Trust Account balance[75]. - Redemption rights will not apply to warrants, and the company will not proceed with redemptions if the Business Combination does not close[76]. - The company has waived redemption rights for its Sponsor and team regarding founder shares and public shares purchased during or after the IPO[77]. - If redemptions are conducted under SEC tender offer rules, the offer will remain open for at least 20 business days[87]. - Public shareholders must tender their certificates or deliver shares electronically to exercise redemption rights, with a deadline set two business days prior to the scheduled vote on the Business Combination[91]. - Shareholders can withdraw their redemption requests up to two business days before the scheduled vote on the Business Combination[95]. - The redemption price per share upon liquidation is expected to be $10.00, based on the aggregate amount in the Trust Account, but may be subject to claims from creditors[103]. - If the Trust Account proceeds fall below $10.00 per public share due to creditor claims, the actual redemption amount may be less than anticipated[105]. - The company will cease operations and redeem public shares if a Business Combination is not consummated by the Termination Date, with a maximum of ten business days to complete the redemption[99]. - The company anticipates that all costs associated with the dissolution plan will be funded from the remaining proceeds outside the Trust Account, estimated at $1,000,000[102]. - The company has agreements in place with its Sponsor and team members to waive rights to liquidating distributions from the Trust Account if a Business Combination is not completed by the Termination Date[100]. Financial Condition and Risks - As of December 31, 2024, the company had $5,303 in its operating bank account and a working capital deficit of $5,573,504[114]. - The company is within 12 months of its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[115]. - The company plans to consummate a Business Combination prior to the mandatory liquidation date, but may incur significant costs in the process[117]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for a Business Combination[121]. - The ability of public shareholders to redeem shares could make the company's financial condition unattractive to potential Business Combination targets[121]. - The company may need to restructure transactions if a large number of shares are submitted for redemption, potentially limiting optimal capital structure[124]. - The requirement to consummate a Business Combination by the Termination Date may give potential target businesses leverage in negotiations[126]. - The company maintains the majority of its cash and cash equivalents in accounts with major financial institutions, which poses a risk if any institution fails[128]. - The company has incurred and expects to continue incurring significant costs in pursuit of finance and acquisition plans[117]. - Geopolitical tensions, including conflicts in Ukraine and Israel, have created volatility in U.S. and global markets, potentially impacting business combinations[129]. - The macroeconomic environment is characterized by persistent inflation, labor shortages, and supply chain disruptions, which could impair the ability to attract target companies for business combinations[132]. - Changes to U.S. tariffs and trade policies may negatively affect potential target companies, impacting their business and financial conditions[133]. - Increased geopolitical tensions could lead to a rise in cyber-attacks against U.S. companies, posing additional risks[131]. - The long-term effects of the COVID-19 pandemic and potential future pandemics could limit the ability to complete business combinations due to increased market volatility[134]. - The company may not be able to find a suitable target business for a business combination, which could lead to ceasing operations and liquidating assets[134]. Corporate Governance and Legal Considerations - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions, including not being required to comply with auditor attestation requirements[43]. - The company has applied for a tax exemption from the Cayman Islands government for a period of 20 years, exempting it from certain taxes on profits, income, gains, or appreciations[42]. - Shareholders of the company have limited rights to inspect corporate records under Cayman Islands law, which may hinder their ability to obtain necessary information for shareholder motions[220]. - The company's corporate governance is subject to the laws of the Cayman Islands, which differ from U.S. laws and may limit shareholders' rights[219]. - The company may face challenges in protecting shareholder interests due to its incorporation in the Cayman Islands, affecting the enforcement of judgments in U.S. courts[218]. - The company is subject to U.S. federal securities laws, but the rights of shareholders under Cayman Islands law may differ significantly from those in the U.S.[219]. - The common law of the Cayman Islands, which governs the company's affairs, is less developed compared to U.S. corporate law, impacting shareholder rights and director responsibilities[219]. Securities and Market Risks - The company has incurred and expects to continue incurring significant costs in pursuit of finance and acquisition plans[117]. - The company may issue additional Class A ordinary shares or preference shares to complete its Business Combination, which could dilute existing shareholders' interests[187]. - The Class B ordinary shares will automatically convert into Class A ordinary shares at a ratio such that they equal approximately 99.16% of the total ordinary shares issued after the Business Combination[188]. - The company may incur substantial debt to complete a Business Combination, which could negatively impact shareholders' investment value[191]. - The company has 31,000,000 public warrants and 5,466,667 private placement warrants classified as derivative liabilities, which may lead to material fluctuations in financial results due to fair value changes[196]. - The company expects to recognize non-cash gains or losses on warrants each reporting period, which could be material and adversely affect the market price of its securities[197]. - The SEC's new SPAC Rules, effective July 1, 2024, impose additional disclosure requirements and could materially affect the company's ability to complete its initial business combination[205]. - The company may face increased costs and time to complete a business combination due to compliance with the Sarbanes-Oxley Act, particularly regarding internal controls[210]. - If deemed a passive foreign investment company (PFIC), U.S. investors may face adverse federal income tax consequences[211]. - The company may reincorporate in another jurisdiction during its business combination, potentially resulting in tax liabilities for shareholders[212]. - Changes in laws and regulations may increase the company's costs and the risk of non-compliance, diverting management's attention from seeking business combination targets[213]. - The company must ensure that its activities do not classify it as an investment company under the Investment Company Act, which could impose burdensome compliance requirements[200]. - The SEC has increased scrutiny on SPACs, with litigation challenging acquisitions and potential liabilities for misleading claims, which could harm the company's reputation and operations[206]. - The market value of the company's Class A ordinary shares held by non-affiliates must exceed $700 million for the company to lose its "emerging growth company" status[215]. - The company has elected not to opt out of the extended transition period for new financial accounting standards, allowing it to adopt standards at the same time as private companies[216]. - As a "smaller reporting company," the company can provide only two years of audited financial statements until its market value reaches $250 million or annual revenues exceed $100 million[217].

Exhibit 99.1 Spectral AI Announces 2024 Fourth Quarter and Full Year Financial Results 2024 Research & Development Revenue of $30 Million Successful Results from the US Burn Validation Study On Track for Regulatory Submission in US for DeepView System DALLAS, TX – March 27, 2025 - Spectral AI, Inc. (Nasdaq: MDAI) ("Spectral AI" or the "Company"), an artificial intelligence ("AI") company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, today announced financial ...

Financial Reporting - The consolidated statement of comprehensive income and cash flows for the year ended December 31, 2023, is reported[1] - The company experienced a material weakness in internal controls over financial reporting, specifically related to the classification of continued and discontinued operations[2] Business Operations - The company aims to provide reliable, safe, cost-effective, and environmentally responsible mass transit solutions through its technology-driven platform[18] Stock Market Activity - Ordinary shares and public warrants began trading on the Nasdaq Capital Market effective July 19, 2023, after transferring from the Nasdaq Global Market[19] - A 1-for-25 reverse stock split was implemented on January 25, 2023, affecting the share and per share amounts reported[20] Market Risks - The company is exposed to market risks including credit risk, currency risk, interest rate risk, and other price risk[605] - Credit risk arises from trade and other receivables, with ongoing credit evaluations performed to mitigate concentration risk[606] - The company is not exposed to material interest rate risk due to the absence of significant borrowings[607] - Foreign currency risk exists for transactions in currencies not pegged to the US dollar, such as Pakistani rupees and Egyptian pounds[608] - As of December 31, 2023, the company was not exposed to price risk as it had no financial instruments sensitive to market prices[610]