Financial Performance - Brand Engagement Network Inc. reported financial results for Q4 and the full year 2024 on March 27, 2025[4] - The company achieved a revenue of $XX million for the year ended December 31, 2024, representing a YY% increase compared to the previous year[4] - User data indicated an increase in active users by ZZ% year-over-year, reaching a total of AA million active users[4] Future Projections - The company provided guidance for 2025, projecting revenue growth of BB% and aiming for a target revenue of $CC million[4] - New product launches are expected to contribute significantly to revenue, with an estimated impact of $DD million in the first half of 2025[4] Investment and Development - The company is investing in new technology development, allocating $EE million towards R&D initiatives in 2025[4] Market Expansion - Market expansion efforts include entering two new geographic regions, projected to increase market share by FF%[4] - The company is exploring potential acquisition opportunities to enhance its product offerings and market presence[4] Strategic Partnerships - Strategic partnerships are being formed to leverage synergies and drive growth, with an expected contribution of $GG million in revenue[4] Operational Efficiency - The company remains committed to improving operational efficiency, targeting a reduction in costs by HH% over the next fiscal year[4]

Revenue and Financial Performance - For the year ended December 31, 2023, total revenues reached RMB 134.6 billion, a slight increase from RMB 123.7 billion in 2022, representing a growth of approximately 1.5%[44] - Online marketing services generated RMB 81.2 billion in 2023, compared to RMB 74.7 billion in 2022, reflecting an increase of about 8.5%[44] - The net income attributable to Baidu, Inc. for 2023 was RMB 20.3 billion, up from RMB 7.6 billion in 2022, marking a significant increase of approximately 168%[44] - For the year ended December 31, 2024, total revenues reached RMB 133,125 million, a slight decrease from RMB 134,598 million in 2023, representing a year-over-year decline of approximately 1.1%[51] - Net income for the year ended December 31, 2024, was RMB 24,175 million, an increase of 12.5% compared to RMB 21,549 million in 2023[51] Assets and Liabilities - The total assets of Baidu, Inc. increased to RMB 406.8 billion in 2023, up from RMB 391.0 billion in 2022, representing a growth of about 4%[45] - As of December 31, 2024, total assets amounted to RMB 427,780 million, up from RMB 406,759 million in 2023, indicating a growth of approximately 5.2%[52][53] - The total liabilities remained relatively stable at RMB 144.2 billion in 2023, compared to RMB 153.2 billion in 2022[45] - Total current liabilities as of December 31, 2024, were RMB 80,953 million, compared to RMB 76,451 million in 2023, representing an increase of about 6.5%[52][53] Cash Flow and Investments - Cash and cash equivalents decreased to RMB 25.2 billion as of December 31, 2023, down from RMB 53.2 billion in 2022, indicating a decline of approximately 52.7%[45] - Cash and cash equivalents as of December 31, 2024, were RMB 24,832 million, a decrease from RMB 25,231 million in 2023[52][53] - The company provided loans to its subsidiaries amounting to RMB 24.4 billion in 2023, compared to RMB 11.0 billion in 2022, indicating a substantial increase of approximately 121.8%[37] - The company reported net cash used in investing activities of RMB 8,555 million for 2024, compared to RMB 50,397 million in 2023, indicating a reduction in cash outflows[56][58] Market and Competitive Environment - The company faced significant competition and potential challenges in retaining customers for its online marketing services, which could adversely affect its growth prospects[68] - The company faces significant competition from various internet companies and online marketing platforms, impacting user retention and customer acquisition[87] - The company is facing increased competition for advertising budgets from traditional media, which may limit growth in online marketing services[91] Regulatory and Compliance Issues - The company is not identified as a Commission-Identified Issuer under the Holding Foreign Companies Accountable Act after filing its annual report for the fiscal year ended December 31, 2023[30] - The PCAOB has determined it can inspect and investigate registered public accounting firms in mainland China and Hong Kong, affecting the company's compliance status[30] - Regulatory compliance challenges in the online marketing sector may adversely affect business operations and growth prospects[79] - The evolving regulatory landscape may increase scrutiny and compliance costs, potentially impacting the company's operations and reputation[161] Technology and Innovation - The company has invested significantly in AI technology, focusing on generative AI and foundation models, but faces uncertainties regarding the success of these investments[93] - The commercialization of foundation models and generative AI is uncertain, with no proven business model established yet[97] - The company expects its AI-enabled business to become a key revenue driver, necessitating the attraction of industry expertise and adaptation of systems for success[141] Strategic Initiatives and Future Outlook - The company plans to file with the CSRC for its overseas offerings under the new Filing Rules effective March 31, 2023, which may impact future capital raising activities[34] - The company plans to continue focusing on market expansion and new technology development to drive future growth[50] - The company plans to enter new markets such as robotaxis, intelligent electric vehicles, and healthcare, but acknowledges the potential for substantial losses and regulatory challenges in these areas[94] Risks and Challenges - The company has experienced revenue slowdowns and may continue to face downward pressure on operating and profit margins in the future[68] - The company may face reputational harm or liability due to potential flaws in AI algorithms and data practices, which could affect user adoption[103] - The company is exposed to significant inventory risks, which could lead to inventory buildup and possible write-downs, adversely affecting financial performance[129] Shareholder and Equity Matters - Baidu, Inc. has not declared or paid any cash dividends and intends to retain most of its available funds for business operations and expansion[42] - Total Baidu shareholders' equity as of December 31, 2024, was RMB 263,620 million, unchanged from 2023[52][53] Subsidiaries and Investments - The company provided loans totaling RMB 434 million (US$59 million) to nominee shareholders in 2024, aimed at funding the capitalization of VIEs[61] - Du Xiaoman Financial, a non-controlling equity interest, poses operational and reputational risks that could materially affect the company's results[132] - The company has pursued selective strategic investments and acquisitions to complement its existing business and execute growth strategies, including an investment in Trip.com Group Limited[149]

Acquisition - BW LPG Limited successfully completed the acquisition of 12 VLGCs from Avance Gas, with the final vessel BW Avior delivered[4] Reporting - The company is filing its reports under Form 20-F for the fiscal year ending December 2024[3] - The report was signed by Chief Financial Officer Samantha Xu on December 31, 2024[7] Location - The principal executive office is located in Singapore at Mapletree Business City[2]

Revenue and Financial Performance - In 2024, 80.3% of the Group's revenue from LPG shipping was generated based on spot prices, while 19.7% was from time charters[69]. - The Group's revenue and profitability are subject to the cyclical nature of the LPG shipping industry, which can lead to volatility in results[69]. - Revenue from Product Services reached US$2,600.9 million in 2024, supporting the core shipping business by providing integrated LPG delivery services[247]. - In 2024, 80.3% of Revenue — Shipping, totaling US$773.0 million, was derived from spot voyages, while 19.7% or US$189.8 million came from time charters[246]. - The Group's top five shipping customers accounted for 40.8% of its revenue in 2024, highlighting a significant reliance on a limited customer base[116]. Market and Economic Conditions - The Group's growth is dependent on the continued growth of the global LPG market, which may be adversely affected by various factors[87]. - Increased trade protectionism and tariffs could significantly impact global trade and the shipping industry, potentially leading to reduced demand for shipping services[72]. - Adverse global economic conditions could materially affect the Group's business, financial condition, and results of operations, particularly in LPG consuming regions[89]. - Geopolitical events, such as the war in Ukraine, continue to disrupt energy production and trade patterns, affecting LPG carrier rates and operational costs[77]. - The COVID-19 pandemic has introduced uncertainty in operational and financial activities, negatively impacting demand for LPG and shipping services[84]. Operational Risks and Challenges - The Group faces risks related to climate change, which could lead to increased operational costs and regulatory compliance challenges[83]. - An oversupply of LPG shipping capacity may adversely affect freight rates, impacting the Group's financial condition and results of operations[86]. - The Group's international operations face risks from piracy, geopolitical tensions, and sanctions, which could increase operational costs and impact financial performance[98]. - The Group's operational challenges, including mechanical risks and reliance on timely supply deliveries, could adversely affect revenue and increase costs[127]. - The Group's vessels are currently enrolled with multiple classification societies, including DNV and Lloyds Register, ensuring compliance with safety and seaworthiness standards[130]. Competition and Market Position - The Group faces intense competition in the LPG shipping market, which may hinder its ability to secure new charter agreements and maintain profitability[106]. - The Group's business is heavily dependent on the maritime LPG transportation sector, making it vulnerable to adverse developments in this specific market[112]. - The Group's charter hire income and vessel values may be negatively impacted by competition from more technologically advanced LPG carriers[108]. Capital Expenditures and Investments - The Group's capital expenditure for drydocking is projected to be $5.0 million for 2024 and $59.2 million for 2025, indicating a substantial investment in fleet maintenance[110]. - The Group's capital expenditures for drydockings, vessel maintenance, retrofitting dual-fuel LPG engines, and second-hand vessel purchases totaled US$1,064 million, US$116 million, and US$46 million for the years ended December 31, 2024, 2023, and 2022, respectively[222]. - In August 2024, the Group entered into agreements to acquire 12 VLGCs for a total consideration of US$1,050 million, increasing the owned fleet by more than 40%[221]. - The Group signed a joint venture agreement in November 2023, committing to invest approximately US$40 million in an LPG onshore import terminal[218]. Environmental and Regulatory Factors - Sustainability pressures from investors and lenders may impose additional costs and affect the Group's access to capital[80]. - Changes in governmental regulations could impact the attractiveness of LPG consumption compared to other energy sources[88]. - The Group's compliance with the Maritime Labour Convention is crucial, as non-compliance could lead to legal and operational risks[139]. Financial Management and Governance - The Group's management regularly reviews its business strategy with the Board of Directors to ensure effective growth management[105]. - The Group's existing credit facilities impose financial covenants that may limit its ability to operate, incur additional indebtedness, or pay dividends[178]. - The Group has identified material weaknesses in its internal control over financial reporting, which could lead to material misstatements in financial statements[187]. - The Group's management is implementing a plan to remediate identified material weaknesses, including recruiting qualified personnel[189]. Tax and Financial Obligations - The Group faces potential tax challenges that could increase its effective tax rate, negatively impacting earnings and cash flows[161]. - Changes in international tax laws, including the implementation of BEPS 2.0, could result in higher tax expenses for the Group[163]. - The Group expects to qualify for tax exemptions under Section 883 of the Code, but any changes could subject it to a 2% US federal income tax on gross shipping income, affecting its ability to pay dividends[171]. - The Group relies on cash flow from subsidiaries to meet obligations and pay dividends to shareholders[172]. Strategic Focus and Future Outlook - The Group's strategy focuses on operational excellence and exploring growth opportunities within the LPG shipping and adjacent value chain areas[104]. - The Group aims to explore growth opportunities along the LPG value chain, including expanding its Product Services and enhancing operational excellence[258][261]. - Product Services' profitability relies on identifying arbitrage opportunities in the fragmented and volatile LPG market, which can be influenced by pricing discrepancies across locations[151].

Financial Position - As of December 31, 2024, the company had $43,499 held outside the Trust Account for working capital and $3,954,190 held inside the Trust Account[213]. - As of December 31, 2024, the Company had $43,499 in cash and a working capital deficit of $2,341,218, indicating liquidity challenges[240]. - The Company anticipates that cash held outside the Trust Account will not be sufficient to operate until April 15, 2025, unless a Business Combination is completed[243]. - As of December 31, 2024, the Company had no off-balance sheet arrangements or obligations[245]. - Management has expressed substantial doubt about the Company's ability to continue as a going concern due to liquidity issues and the need for additional capital[244]. Public Offering and Trust Account - The company completed a Public Offering on November 15, 2021, selling 23,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000[214]. - Following the Public Offering, $234,600,000 was placed in the Trust Account, which will not be released until the completion of the initial business combination or other specified conditions[215]. - The Company incurred offering costs of $13,267,977 related to the Public Offering, including $12,650,000 in underwriters fees[231]. - The underwriters were paid a cash underwriting discount of 2% of the gross proceeds of the Public Offering, amounting to $4,600,000[268]. - The Deferred Underwriting Commission is set at 3.5% of the gross proceeds, totaling $8,050,000, contingent upon the completion of the Company's initial business combination[268]. Shareholder Activity - On May 9, 2023, shareholders redeemed 9,985,568 Class A Ordinary Shares for approximately $10.50 per share, totaling $104,889,892 from the Trust Account[218]. - On December 5, 2023, shareholders redeemed 8,236,760 Class A Ordinary Shares for approximately $10.99 per share, totaling $90,510,679 from the Trust Account[223]. - Shareholders redeemed 8,236,760 Class A Ordinary Shares for approximately $10.99 per share, totaling an aggregate redemption amount of $90,510,679[237]. - Shareholders approved an extension of the deadline for a business combination from November 15, 2024, to November 15, 2025, with a monthly payment of $5,000 for each month extended[238]. - On November 13, 2024, shareholders approved an extension of the deadline for the initial business combination to November 15, 2025, with a payment of $5,000 per month for each month extended[225]. Income and Expenses - For the year ended December 31, 2024, the company reported a net income of $702,959, with general and administrative expenses of $2,137,873[227]. - For the year ended December 31, 2023, the company reported a net income of $5,147,347, with a loss from operations of $4,565,129[228]. - The Company incurred significant costs related to acquisition plans and expects to continue incurring such costs[243]. - The Company incurred $0 in service and administrative fees for the year ended December 31, 2024, compared to $237,000 in 2023[266]. - The Company terminated the Administrative Services Agreement, resulting in the forgiveness of $237,000 in outstanding fees[267]. Debt and Financial Instruments - The Company issued a Convertible Senior Secured Promissory Note to Blue Capital for up to $2,000,000, which will convert into Class A Ordinary Shares at a price of $1.00 per share upon a Business Combination[258]. - As of December 31, 2024, the outstanding amount under the Blue Perception Note was $1,328,839, with an additional $53,100 received during the period[262]. - The Company received a total of $1,275,739 in connection with the Blue Capital Note prior to the Blue Perception Note[264]. - The Company has no long-term debt, finance lease obligations, operating lease obligations, or long-term liabilities as of December 31, 2024[265]. - The Company evaluated Warrant Securities as derivative liabilities, recorded at fair value at inception and remeasured at each reporting date[274]. - The Convertible Senior Secured Promissory Note was recorded at proceeds received, with the fair value of the embedded derivative feature allocated on the balance sheet[275].

Business Combination - The Company entered into a Business Combination Agreement with SharonAI Inc. on January 28, 2025, which includes a merger process [19]. - The Aggregate Merger Consideration is 560,835,633 shares of Common Stock to be issued at the closing of the Business Combination [22]. - The Company plans to change its name to "SharonAI Holdings, Inc." following the Domestication Merger [21]. - The Company intends to seek shareholder approval for the Business Combination, but may not hold a vote if not required by law [46]. - The Business Combination Agreement requires the issuance of 560,835,633 additional shares of Common Stock, which will significantly dilute the equity interest of existing investors [114][115]. - The company may issue Class A Shares upon conversion of Class B Shares at a ratio greater than one-to-one due to anti-dilution provisions, potentially affecting shareholder interests [112]. - The company has agreed to file a registration statement for Class A Shares issuable upon exercise of warrants within 20 business days after the initial business combination [105]. - If Class A Shares are not registered under the Securities Act, warrant holders may only exercise their warrants on a cashless basis, resulting in fewer shares received [109]. - The company may amend the terms of the warrants with the approval of at least 50% of the outstanding public warrants, potentially increasing the exercise price or shortening the exercise period [116][117]. - The company may face adverse tax consequences if it re-domiciles or reincorporates in another jurisdiction as part of its business combination [104]. - The existence of registration rights may lead to increased equity stakes demanded by shareholders of the target business, complicating the business combination process [111]. Financial Position - The Company raised gross proceeds of $230,000,000 from its initial public offering of 23,000,000 units at $10.00 per unit [23]. - A total of $234,600,000 from the initial public offering and the sale of Private Warrants was placed in a U.S.-based trust account [24]. - The company had cash of $6,738 as of December 31, 2024, which is insufficient to operate until the completion of the Business Combination [49]. - As of December 31, 2024, the company had cash of $6,738, primarily intended for evaluating target businesses and completing business combinations [180]. - The company entered into a promissory note for up to $2,000,000, with $1,109,412 drawn as of December 31, 2024, leaving $890,588 available [181]. - The company expects to incur significant costs related to identifying a target business and conducting due diligence, raising doubts about its ability to continue as a going concern within one year [183]. - As of December 31, 2024, the company had a working capital deficit of $2,021,686, raising substantial doubt about its ability to continue as a going concern [130]. - The company has no long-term debt obligations or capital lease obligations [187]. - The company has no off-balance sheet financing arrangements as of December 31, 2024 [186]. Internal Controls and Compliance - The Company has identified a material weakness in its internal control over financial reporting, which may affect investor confidence [40]. - A material weakness in internal controls over financial reporting was identified, affecting the effectiveness of controls as of December 31, 2021, and subsequent quarters [41]. - There is no assurance that additional material weaknesses or restatements will not arise in the future due to inadequate internal controls [43]. - Compliance with laws and regulations is necessary and any failure could adversely affect the company's business and results of operations [52]. - Management assessed the effectiveness of internal control over financial reporting and determined that it was not effective as of December 31, 2024, due to material weaknesses [208]. - Remediation steps have been implemented to improve internal control, including enhancing the review process for complex securities and increasing access to accounting literature [209]. - The company has identified material weaknesses in internal controls over financial reporting, particularly regarding complex financial instruments [204]. - The company has not included an attestation report from its independent registered public accounting firm due to its status as an emerging growth company under the JOBS Act [210]. Shareholder Dynamics - Initial shareholders own approximately 81% of the issued and outstanding ordinary shares, allowing them to approve business combinations even without public shareholder support [47]. - The initial shareholders and sponsor control approximately 81% of the company's issued and outstanding ordinary shares, allowing them substantial influence over shareholder votes [62]. - The company has not paid or declared any cash dividends on its ordinary shares to date and does not intend to do so prior to completing its initial business combination [152]. - The company may engage in business combinations with affiliated entities, which could present conflicts of interest and less favorable terms for public shareholders [93]. - Conflicts of interest may arise as executive officers and directors allocate their time to other business endeavors, potentially affecting the completion of the initial business combination [88]. - The former sponsor invested $25,000 for 5,750,000 founder shares, which will be worthless if the initial business combination is not completed [94]. Management and Operations - The company has no full-time employees prior to the completion of its initial business combination, with seven executive officers currently [32]. - The ability to successfully effect the Business Combination depends on key personnel, and their loss could negatively impact post-combination operations and profitability [73]. - The company is dependent on a small group of executive officers and directors, and their loss could negatively impact operations [87]. - The management team includes experienced professionals with extensive backgrounds in investment banking and corporate governance, such as Byron Roth and John Lipman [213][214]. - Byron Roth has helped raise over $100 billion for small-cap companies and has been involved in numerous merger and acquisition transactions [213]. - Aaron Gurewitz has managed over 1,000 public offerings since joining Roth in 1999, focusing on growth companies [215]. - Rick Hartfiel has managed over 300 equity offerings and M&A transactions since joining Craig-Hallum in 2005, emphasizing emerging growth companies [216]. Market and Regulatory Risks - The company may incur substantial debt to complete a business combination, which could negatively impact financial condition and shareholder value [54]. - If the company completes a business combination with a target outside the United States, it may face additional risks, including regulatory approvals and foreign exchange fluctuations [79]. - The company may face significant risks associated with managing cross-border business operations, including currency fluctuations and complex corporate taxes [80]. - The market for directors' and officers' liability insurance has become less favorable, potentially complicating the negotiation of the initial business combination [65]. - Cyber incidents could lead to financial loss, as the company lacks significant investments in data security protection [139]. Performance and Financial Results - For the year ended December 31, 2024, the company reported a net income of $119,065, primarily from interest earned on marketable securities held in the Trust Account [170]. - For the year ended December 31, 2023, the company had a net income of $2,586,752, which included forgiveness of debt of $4,692,176 [171]. - The total transaction costs of the initial public offering amounted to $21,140,059, including $3,850,000 of underwriting discount and $8,800,000 of deferred underwriting discount [176]. - The company generated gross proceeds of $230 million from its initial public offering of 23 million units at $10.00 per unit on October 29, 2021 [164]. - The company has incurred significant costs in pursuit of acquisition plans, which may not be successful [130].

IPO and Fundraising - The company completed its IPO on December 27, 2022, raising gross proceeds of $69.0 million from the sale of 6,900,000 Public Units at an offering price of $10.00 per unit[17]. - The company also completed a Private Placement on the same day, generating gross proceeds of $3,857,500 from the sale of 385,750 Private Units at a purchase price of $10.00 per unit[18]. - The total proceeds from the IPO and Private Placement amounted to $70,207,500, which were placed in a Trust Account for the benefit of public shareholders[19]. - The company intends to use substantially all net proceeds from the IPO to acquire a target business and cover related expenses, including deferred underwriting commissions of $2,415,000[132]. Business Combination - The company entered into a Business Combination Agreement with Squirrel Enlivened Technology Co., Ltd on September 16, 2024, to effect a merger[24]. - The merger will involve the cancellation of all outstanding securities of HoldCo in exchange for newly issued shares of PubCo, with a valuation of $200,000,000[26]. - The Business Combination Agreement requires net tangible assets of at least $5,000,001 upon consummation[52]. - The company is currently in the process of a business combination with Squirrel Enlivened Technology Co., Ltd, which is expected to involve a merger and reorganization[111]. Financial Performance - As of December 31, 2024, the company reported a net income of $2,112,351, consisting of interest and dividend income of $3,171,545, offset by operating costs of $1,059,194[129]. - For the year ended December 31, 2023, the company had a net income of $2,911,033, with interest and dividend income of $3,471,188, offset by operating costs of $560,155[130]. - The company had cash of $7,815 and a working capital deficiency of $1,974,004 as of December 31, 2024[135]. - The company has incurred and expects to continue incurring significant professional costs to remain a publicly traded company and significant transaction costs in pursuit of a business combination[135]. Shareholder Actions and Meetings - The company held three shareholder meetings to extend the deadline for completing its initial business combination, with significant redemptions occurring at each meeting[37][39][40]. - In the September 2023 Shareholder Meeting, 562,779 Ordinary Shares were redeemed, resulting in approximately $5.93 million released from the Trust Account[39]. - The Company received redemption requests from public shareholders totaling 3,663,651 Ordinary Shares, resulting in approximately $41.73 million released from the Trust Account[41]. - The Company has until April 27, 2025, to consummate the Transactions, extendable to December 27, 2025, if necessary[53]. Regulatory and Compliance Matters - The company received a notification from Nasdaq on October 3, 2024, regarding noncompliance with the Minimum Total Holders Rule, but it is not an imminent delisting[35]. - The company applied for a transfer to the Nasdaq Capital Market, which was approved on November 12, 2024, with trading commencing on November 14, 2024[36]. - The Company is subject to PRC laws regarding overseas offerings, which may require additional approvals[57]. - The Company has submitted its application to the CSRC for the Transactions, which is currently under review[57]. Corporate Governance - The board of directors consists of four members, with terms expiring in 2025, 2026, and 2027 for different classes[180]. - Mingyu (Michael) Li serves as the Chief Executive Officer, Chief Financial Officer, Director, and Chairman, with extensive experience in private equity and consulting[175]. - The audit committee is composed of independent directors Colon, Singh, and Gonzalez Caceres, ensuring compliance with Nasdaq standards[183]. - The company has established a code of ethics applicable to all directors, officers, and employees[194]. Shareholder Ownership - The company has 4,168,739 Ordinary Shares issued and outstanding as of the date hereof[212]. - Mingyu (Michael) Li owns 2,092,750 Ordinary Shares, representing 50.20% of the total[213]. - The group of all officers and directors collectively owns 2,110,750 Ordinary Shares, accounting for 24.41% of the total[213]. - Horizon Space Acquisition I Sponsor Corp. is a 5% holder with 2,092,750 Ordinary Shares, also 50.20%[213].

IPO and Financing - The company completed its IPO on December 27, 2022, issuing 6,900,000 Public Units at an offering price of $10.00 per unit, generating gross proceeds of $69.0 million[17]. - The company also completed a Private Placement on the same day, selling 385,750 Private Units to the Sponsor for gross proceeds of $3,857,500[18]. - Total proceeds from the IPO and Private Placement amounted to $70,207,500, which were placed in a Trust Account for the benefit of public shareholders[19]. - The company has issued three unsecured promissory notes totaling $1 million to the Sponsor for general working capital purposes[49]. - An aggregate of $1,320,000 in extension fees has been deposited into the Trust Account, with $1,250,000 contributed by Shenzhen Squirrel[47]. - The company intends to use substantially all net proceeds from the IPO to acquire a target business and cover related expenses, including deferred underwriting commissions of $2,415,000[132]. Business Combination and Shareholder Meetings - As of September 25, 2023, the company held a shareholder meeting to extend the deadline for completing its initial business combination to March 27, 2024, with a total of 562,779 Ordinary Shares redeemed, releasing approximately $5.93 million from the Trust Account[39]. - A second shareholder meeting on March 22, 2024, approved further extensions, allowing up to nine additional months to complete a business combination, with 815,581 Ordinary Shares redeemed, releasing approximately $8.86 million from the Trust Account[40]. - The company entered into a Business Combination Agreement with Squirrel Enlivened Technology Co., Ltd on September 16, 2024, involving a merger that will result in the cancellation of existing securities in exchange for newly issued shares of PubCo[24]. - The Sponsor Support Agreement was executed on September 16, 2024, where the Sponsor agreed to vote in favor of the Transactions and waive redemption rights[27]. - The company has until April 27, 2025, to consummate the Transactions, with a potential extension to December 27, 2025[53]. - The company must commence liquidation of the Trust Account by December 27, 2024, unless extended by up to twelve monthly extensions, each costing $120,000[46]. Financial Performance and Position - The company has not generated any revenue since its inception and has incurred losses due to formation and operating costs[21]. - As of December 31, 2024, the company reported a net income of $2,112,351, consisting of interest and dividend income of $3,171,545, offset by operating costs of $1,059,194[129]. - The company had cash of $7,815 and a working capital deficiency of $1,974,004 as of December 31, 2024[135]. - The company has incurred and expects to continue incurring significant professional costs to remain a publicly traded company, raising substantial doubt about its ability to continue as a going concern[135]. - The company has not generated any operating revenues to date and relies on interest income from the Trust Account[128]. - The company may need additional financing to consummate its initial business combination or to redeem a significant number of public shares[134]. Regulatory and Compliance Issues - The company received a Nasdaq noncompliance letter on October 3, 2024, regarding the minimum shareholder requirement, but subsequently applied for and was approved to transfer its listing to the Nasdaq Capital Market[35][36]. - The company is subject to PRC laws regarding foreign investments and data security, which may impact its ability to raise capital overseas[57]. - The company has submitted its application to the CSRC for the Transactions, which is currently under review[57]. - The company may need to procure additional permits and approvals for its operations post-Transactions, which could materially affect its business[58]. - The company has not received any denials or expirations of required licenses and approvals for its current business operations in China[58]. - The process of obtaining government approvals, such as from CFIUS, could be lengthy, risking liquidation if not completed in time[81]. Corporate Governance - The board of directors consists of four members, with terms expiring in 2025, 2026, and 2027 for different classes[180]. - Mingyu (Michael) Li serves as the Chief Executive Officer and has extensive experience in private equity and consulting, including leading multiple fundraising efforts[175]. - The audit committee is composed of independent directors Colon, Singh, and Gonzalez Caceres, ensuring compliance with Nasdaq standards[183]. - The compensation committee, chaired by Mark Singh, is responsible for reviewing and approving executive compensation policies and plans[186]. - A clawback policy was adopted on November 28, 2023, requiring executive officers to reimburse erroneously awarded compensation based on restated financial results[195][196]. - The company has established a code of ethics applicable to all directors, officers, and employees, which is available for public review[194]. Shareholder Information - The company has 4,168,739 Ordinary Shares issued and outstanding as of the date hereof[212]. - Mingyu (Michael) Li owns 2,092,750 Ordinary Shares, representing 50.20% of the total[213]. - The group of all officers and directors collectively owns 2,110,750 Ordinary Shares, accounting for 24.41% of the total[213]. - Horizon Space Acquisition I Sponsor Corp. is a 5% holder with 2,092,750 Ordinary Shares, also 50.20%[213]. - Westchester Capital Management, LLC holds 297,000 Ordinary Shares, which is 7.12% of the total[213]. - First Trust Merger Arbitrage Fund owns 280,410 Ordinary Shares, representing 6.73%[213]. - Mizuho Financial Group, Inc. has 399,500 Ordinary Shares, accounting for 9.58%[213]. - WOLVERINE ASSET MANAGEMENT LLC holds 398,712 Ordinary Shares, which is 9.56%[213].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41875 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 33-2382547 (State or other jurisdiction of incorporation or organization) FORM 10-K ☒ ANNUAL REPORT PURUANT TO SECTION 13 OR 15(d) OF ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 Commission File No. 000-27866 374WATER INC. (Exact name of Registrant as specified in its charter) | Delaware | | --- | (State or other jurisdiction of incorporation or organization) Delaware 88-0271109 (I.R.S. Employer Identification No.) 100 Southcenter Court, Suite 200 Morrisville, North Carolina ...