Revenue Performance - Consolidated revenue for Q4 FY2025 was $77.1 million, an increase of 8.8% compared to Q4 FY2024[10] - Full fiscal year 2025 revenue reached $278.4 million, up 7.3% from $259.5 million in FY2024[20] - Total revenue for the fourth quarter ended March 29, 2025, was $77.134 million, a 8.4% increase from $70.913 million in the same quarter of the previous year[35] - Service revenue increased by 11.3% to $52.0 million in Q4 FY2025, driven by double-digit growth in the Calibration business[15] - Service revenue reached $52.010 million, up 11.6% from $46.732 million year-over-year, while distribution sales increased by 3.9% to $25.124 million[35] - Total revenue for Fiscal 2025 was $278,421 million, up 7.3% from $259,481 million in Fiscal 2024[49] Profitability Metrics - Adjusted EBITDA for Q4 FY2025 was $12.7 million, reflecting a 9.1% increase driven by strength in the Calibration business[12] - Gross profit for the fiscal year ended March 29, 2025, was $89.453 million, representing a 6.5% increase compared to $83.806 million in the prior year[35] - Adjusted EBITDA for the fiscal year 2025 reached $39,732,000, compared to $38,613,000 in fiscal 2024, indicating a year-over-year increase of 2.9%[41] - The service segment adjusted EBITDA for fiscal 2025 was $28,694,000, compared to $27,750,000 in fiscal 2024, representing a growth of 3.4%[41] - The distribution segment adjusted EBITDA for fiscal 2025 was $11,038,000, a decrease from $10,863,000 in fiscal 2024, indicating a decline of 1.6%[41] Net Income and Earnings Per Share - Net income for Q4 FY2025 decreased to $4.5 million, down 35.2% from $6.9 million in Q4 FY2024[9] - Net income for the fiscal year ended March 29, 2025, was $14,515,000, an increase of 6.35% from $13,647,000 in the previous year[39] - Adjusted diluted earnings per share for the fiscal year was $1.57, compared to $1.63 in the previous year, reflecting a decrease of 3.7%[35] - Fiscal 2025 net income reached $14,515 million, a significant increase from $13,647 million in Fiscal 2024, representing a year-over-year growth of 6.3%[45] - Diluted earnings per share (EPS) for Fiscal 2025 was $1.57, up from $1.63 in Fiscal 2024, while adjusted diluted EPS increased to $2.29 from $2.36[45] Expenses and Liabilities - Operating expenses increased by 27.9% to $19.0 million in Q4 FY2025, influenced by expenses from acquired businesses[11] - General and administrative expenses increased by 39.7% in Q4 of Fiscal 2025, totaling $9,733 million compared to $6,965 million in Q4 of Fiscal 2024[47] - Current liabilities slightly increased to $34.037 million from $33.499 million year-over-year, showing a stable financial position[37] Cash Flow and Investments - Net cash provided by operating activities increased to $38,985,000, up from $32,616,000, reflecting a growth of 19.5%[39] - Cash used in investing activities significantly rose to $84,000,000, compared to $41,672,000 in the prior year, marking a 101.5% increase[39] - The company reported a substantial business acquisition net cash outflow of $87,436,000 in fiscal 2025, compared to $12,859,000 in fiscal 2024[39] - Total cash and cash equivalents at the end of the period decreased to $1,517,000 from $19,646,000, reflecting a decline of 92.3%[39] Debt and Financial Position - Total debt increased to $32.7 million as of March 29, 2025, compared to $4.2 million on March 30, 2024[23] - The company reported a leverage ratio of 0.78 on March 29, 2025, indicating a strong balance sheet[24] Strategic Outlook - Management expects to return to high single-digit organic revenue growth as macro-trends normalize[7] - The company plans to expand its addressable calibration market through acquisitions and capability investments, aiming for organic sales growth[31] - Transcat's strategy includes leveraging its strong brand and unique value proposition to drive growth in highly regulated industries, particularly in Life Sciences[31]

Revenue Generation - The company has not generated any revenue from EV sales and expects to generate revenue from the sale of its EV models, technology licensing, and R&D services [157]. Financial Performance - For the three months ended March 31, 2025, the company incurred a net loss of approximately $0.8 million, compared to a net loss of $0.2 million for the same period in 2024 [165]. - General and administrative expenses increased to approximately $0.8 million for the three months ended March 31, 2025, primarily due to a $0.4 million rise in professional expenses related to being a publicly traded company [164]. - The company is facing significant uncertainties regarding its ability to continue as a going concern, including ongoing operating losses and a suspension of trading on Nasdaq since April 21, 2025 [166][168]. - For the three months ended March 31, 2025, the net cash used in operating activities was approximately $0.6 million, compared to $0.2 million for the same period in 2024, indicating a significant increase in cash outflow [170]. - The cash at the end of the period for March 31, 2025, was $19,812, a decrease from $28,466 at the end of March 31, 2024 [169]. Business Developments - The company completed a business combination with Feutune Light Acquisition Corporation on June 21, 2024, resulting in the issuance of 40 million shares of common stock and potential earn-out payments of up to 20 million shares based on revenue performance targets [144]. - The company plans to acquire approximately 30.8% of Electric Power Technology Limited through a share exchange agreement, which is subject to regulatory approvals and shareholder consent [148]. - The company has four EV models in phased development: Coupe, Sedan, City Car, and SUV, with no new models expected to be introduced until at least 2030 [153]. Cash Flow and Financing - The company has incurred significant operating expenses, including general and administrative costs, as it builds its brand and develops its vehicles [154]. - The company is exploring new financing options and restructuring strategies to address its financial challenges and uncertainties surrounding shareholder support [167]. - Cash provided by financing activities for the three months ended March 31, 2025, was approximately $0.6 million, primarily from borrowings from the controlling shareholder and family members [173]. - The company reported cash used in investing activities of $1,400 for the three months ended March 31, 2025, which was allocated to the purchase of short-term investments [171]. Earnout Shares and Conditions - The company entered into an escrow agreement involving 20,000,000 shares of common stock as Earnout Shares, contingent on achieving specific revenue targets [175]. - The revenue condition for the year 2024 was not met, and the company could not assess the performance condition for the year ending December 31, 2025 [178]. - The Earnout Shares are classified as equity financial instruments and measured at fair value of $2.56 per share on the grant date [177]. Accounting and Financial Instruments - The company has not incurred significant research and development expenses for the three months ended March 31, 2025, with such expenses recorded under general and administrative expenses [180]. - The company has not entered into any financial guarantees or derivative contracts that would affect its financial obligations [179]. - The company does not have critical accounting estimates that are related to it, as per the evaluation of its accounting policies [183].

Revenue Generation - The company has not generated any revenue from EV sales and expects to generate revenue from the sale of its EV models, technology licensing, and R&D services [157]. - The company did not meet the sales/revenue condition for the year 2024, which was set at no less than $42.2 million for the first tranche of Earnout Shares [178]. - The Earnout Shares include 5 million shares for the first tranche and 15 million shares for the second tranche, contingent on achieving specific revenue targets by December 31, 2025 [176]. Financial Performance - For the three months ended March 31, 2025, the company incurred a net loss of approximately $0.8 million, compared to a net loss of $0.2 million for the same period in 2024 [165]. - The company has incurred significant operating losses since inception and continues to face challenges in generating sufficient revenue to cover operational costs [166]. - For the three months ended March 31, 2025, the net cash used in operating activities was approximately $0.6 million, compared to $0.2 million for the same period in 2024, indicating a significant increase in cash outflow [170]. Expenses - General and administrative expenses increased to approximately $0.8 million for the three months ended March 31, 2025, primarily due to a $0.4 million rise in professional expenses related to being a publicly traded company [164]. - Minimal research and development expenses were incurred for the three months ended March 31, 2025, and 2024, recorded under general and administrative expenses [180]. Cash and Liquidity - The company’s cash balance as of March 31, 2025, was $19,812, highlighting liquidity challenges [166]. - The cash at the end of the period for March 31, 2025, was $19,812, a decrease from $28,466 at the end of March 31, 2024 [169]. - The company’s cash at the beginning of the period for March 31, 2025, was $52,616, down from $196,907 at the beginning of March 31, 2024 [169]. Business Developments - The company completed a business combination with Feutune Light Acquisition Corporation on June 21, 2024, resulting in the issuance of 40 million shares of common stock and potential earn-out payments of up to 20 million shares based on revenue performance targets [144]. - The company plans to acquire approximately 30.8% of Electric Power Technology Limited through a share exchange agreement, which is subject to regulatory approvals and shareholder consent [148]. - The company has four EV models in phased development: Coupe, Sedan, City Car, and SUV, with no new models expected to be introduced until at least 2030 [153]. Financial Challenges - The company is facing significant uncertainties regarding its ability to continue as a going concern, including ongoing operating losses and a suspension of trading on Nasdaq since April 21, 2025 [166][168]. - The company is exploring new financing options and evaluating business restructuring to address financial uncertainties [167]. - The company is subject to loss contingencies, including legal proceedings, and records liabilities when unfavorable outcomes are probable [178]. Investment Activities - The company reported cash used in investing activities of $1,400 for the three months ended March 31, 2025, which was allocated to the purchase of short-term investments [171]. - Cash provided by financing activities for the three months ended March 31, 2025, was approximately $0.6 million, primarily from borrowings from the controlling shareholder and family members [173]. Financial Instruments - The company has not entered into any financial guarantees or derivative contracts that would affect its financial obligations [179].

Financial Performance - Mullen achieved a revenue of $5 million for the quarter ending March 31, 2025, outperforming Q2 2024 revenue of $33,000 by more than 143 times[2] - The company's net loss decreased from $132.4 million in fiscal Q2 2024 to approximately $47.1 million in the comparable quarter ending March 31, 2025[1] - The net loss attributable to common shareholders for the six months ended March 31, 2025, was $162.0 million, compared to $193.9 million for the same period in 2024[6] - Mullen Automotive reported a net loss of $172.68 million for the six months ended March 31, 2025, compared to a net loss of $235.36 million for the same period in 2024, representing a 26.6% improvement[23] - The company reported a net loss before income tax benefit of $(53,880,314) for the three months ended March 31, 2025[21] Cash Flow and Expenses - Total cash spent on operating and investing activities decreased by $68.5 million, or 56.6%, from $120.9 million in the six months ended March 31, 2024, to $52.4 million in the same period of 2025[11] - The company had total cash of $2.3 million on March 31, 2025, down from $10.7 million on September 30, 2024[10] - Cash and cash equivalents decreased from $10,321,827 as of September 30, 2024, to $1,404,708 as of March 31, 2025[18] - Mullen's cash and restricted cash at the end of the period was $2.32 million, down from $29.81 million at the beginning of the period[23] - The company incurred $3.86 million in cash used for investing activities, primarily for equipment purchases[23] Revenue Sources - Mullen invoiced for 69 vehicles valued at $5.7 million during the six months ended March 31, 2025, and recorded $7.9 million in revenues[9] - Revenue from vehicle sales for the three months ended March 31, 2025, was $4,950,140, compared to $33,335 for the same period in 2024, representing a significant increase[21] Operating Expenses - Total operating expenses for the three months ended March 31, 2025, were $63,742,549, compared to $91,137,744 for the same period in 2024, indicating a reduction in expenses[21] - Research and development expenses for the three months ended March 31, 2025, were $10,364,113, compared to $24,023,526 for the same period in 2024, showing a decrease[21] - Non-cash expenses accounted for $118.5 million, or 73% of the loss for the six months ended March 31, 2025[7] Assets and Liabilities - Total current assets decreased from $63,174,638 as of September 30, 2024, to $52,900,124 as of March 31, 2025[18] - Total liabilities increased from $195,177,166 as of September 30, 2024, to $219,630,029 as of March 31, 2025[18] - The company had a total stockholders' equity (deficit) of $(69,540,529) as of March 31, 2025, compared to $(16,545,877) as of September 30, 2024[18] Partnerships and Production - Mullen signed a partnership and supply agreement with Enpower Greentech Inc. to build and deliver its SWIFT series SSB batteries, with production slated to begin in early 2026[5] - Mullen began commercial vehicle production in Tunica, Mississippi, in August 2023, and received IRS approval for federal EV tax credits of up to $7,500 per vehicle[24] - The Mullen ONE and Mullen THREE vehicles are now CARB and EPA certified and available for sale in the U.S.[24] - Mullen's commercial dealer network has expanded with new partnerships, enhancing sales and service coverage in key markets[24] - Bollinger Motors, a majority-owned subsidiary, launched production of its B4 Class 4 electric truck on September 16, 2024[25] Risks and Challenges - Mullen faces significant risks and uncertainties, including the ability to secure additional financing and manage acquisitions effectively[27] - Bollinger Motors, a majority-owned segment of Mullen, was placed into court-appointed receivership on May 7, 2025, following a legal complaint[13]

Financial Performance - Total revenues decreased 3.1% to $686.5 million in Q2 FY2025 compared to $708.4 million in Q2 FY2024[4] - Net income for Q2 FY2025 was $19.7 million, or $2.43 per diluted share, compared to $50.8 million, or $6.66 per diluted share in Q2 FY2024[6] - Adjusted EBITDA for the three months ended April 30, 2025, was $61.3 million, compared to $102.2 million for the same period in 2024, reflecting a decrease of 40.1%[29] - The net income available to common stockholders for the three months ended April 30, 2025, was $17,057,000, a decline of 64.6% from $48,167,000 in 2024[42] - Income before income taxes for the three months ended April 30, 2025, was $26,530,000, a significant decrease of 61.8% compared to $69,392,000 in 2024[42] Homebuilding Metrics - Homebuilding gross margin percentage after cost of sales was 13.8% in Q2 FY2025, down from 19.5% in Q2 FY2024[4] - Consolidated contracts decreased 7.5% to 1,398 homes valued at $706.6 million in Q2 FY2025 compared to 1,512 homes valued at $785.8 million in Q2 FY2024[6] - Home deliveries totaled 1,398 units for the three months ended April 30, 2025, a decrease of 7.5% from 1,512 units in 2024[44] - Total home deliveries decreased by 1.4% to 2,603 homes compared to 2,639 homes in the previous year[49] - The backlog of contracts as of April 30, 2025, was 1,711 homes, reflecting a decrease of 15.2% from 2,018 homes in 2024[44] Liquidity and Financial Position - Total liquidity as of April 30, 2025, was $202.4 million, within the targeted range of $170 million to $245 million[13] - Cash and cash equivalents decreased to $73,980,000 as of April 30, 2025, from $209,976,000 as of October 31, 2024[40] - The company reported a total liabilities figure of $1,732,729,000 as of April 30, 2025, down from $1,805,225,000 in the previous period[40] - The company’s total stockholders' equity increased to $820,370,000 as of April 30, 2025, compared to $800,349,000 as of October 31, 2024[40] Future Outlook - The company expects total revenues for Q3 FY2025 to be between $750 million and $850 million[9] - Adjusted homebuilding gross margin for Q3 FY2025 is expected to be between 17.0% and 18.0%[9] - Forward-looking statements indicate potential risks including economic conditions, interest rate fluctuations, and supply chain issues that may impact future performance[23] Inventory and Assets - Total inventories increased to $1,743,965,000 as of April 30, 2025, compared to $1,644,804,000 as of October 31, 2024, reflecting a growth of approximately 6%[40] - Total assets decreased to $2,553,099,000 as of April 30, 2025, from $2,605,574,000 as of October 31, 2024[40] Segment Performance - The Northeast segment saw a 10.8% decrease in revenue to $513,432 thousand, while home deliveries increased by 35.0% to 895 homes[49] - The Southeast segment experienced a 12.1% increase in revenue to $159,970 thousand, with home deliveries rising by 10.9% to 304 homes[49] - The West segment reported a 2.2% decrease in revenue to $676,484 thousand, with home deliveries declining by 5.0% to 1,362 homes[49] Joint Ventures - Income from unconsolidated joint ventures for the three months ended April 30, 2025, was $9.0 million, down 19.0% from $11.2 million in the same period of 2024[25] - The company reports its proportionate share of income or loss from unconsolidated homebuilding and land development joint ventures as a separate line item in consolidated financial statements[61] - Overall, the unconsolidated joint ventures (excluding KSA JV) reported a 7.2% decrease in home deliveries to 231 units, with contract dollars down by 14.8% to $149.5 million[58]

Financial Performance - Total revenues decreased 3.1% to $686.5 million in Q2 FY2025 compared to $708.4 million in Q2 FY2024, while total revenues for the first half increased 4.4% to $1.36 billion[4]. - Net income for Q2 FY2025 was $19.7 million, or $2.43 per diluted common share, compared to $50.8 million, or $6.66 per diluted common share in Q2 FY2024[6]. - Adjusted EBITDA for the three months ended April 30, 2025, was $61.3 million, a decrease from $102.2 million in the same period of 2024[29]. - Income before income taxes for the three months ended April 30, 2025, was $26,530,000, a significant decrease of 61.8% compared to $69,392,000 in 2024[42]. - The net income available to common stockholders for the three months ended April 30, 2025, was $17,057,000, a decline of 64.6% from $48,167,000 in the same period of 2024[42]. Homebuilding Metrics - Homebuilding gross margin percentage after cost of sales interest expense and land charges was 13.8% in Q2 FY2025, down from 19.5% in Q2 FY2024[4]. - Consolidated contracts decreased 7.5% to 1,398 homes valued at $706.6 million in Q2 FY2025 compared to 1,512 homes valued at $785.8 million in Q2 FY2024[6]. - Home deliveries for the three months ended April 30, 2025, totaled 1,398 units, a decrease of 7.5% from 1,512 units in 2024[44]. - Total home deliveries decreased by 1.4% to 2,603 homes compared to 2,639 homes in the previous year[49]. - The company’s backlog as of April 30, 2025, was 1,711 homes, reflecting a decrease of 15.2% from 2,018 homes in 2024[44]. Revenue and Sales Trends - Home sales revenue decreased to $650,314,000 for the three months ended April 30, 2025, down 5.3% from $686,929,000 in 2024[42]. - Consolidated total revenue from home sales was $1,349,886 thousand, a decline of 4.3% from $1,410,162 thousand[49]. - The average price of homes sold decreased by 3.7% to $525,535 for the three months ended April 30, 2025, compared to $545,825 in 2024[44]. - The average price of homes in the West region increased by 2.3% to $492,431 for the three months ended April 30, 2025, compared to $481,569 in 2024[44]. - The average home price decreased by 3.0% to $518,589 thousand from $534,355 thousand[49]. Liquidity and Financial Position - Total liquidity as of April 30, 2025, was $202.4 million, within the targeted range of $170 million to $245 million[13]. - Cash and cash equivalents decreased to $73,980,000 from $209,976,000 as of October 31, 2024, a decline of approximately 64.7%[40]. - Total assets decreased to $2,553,099,000 as of April 30, 2025, from $2,605,574,000 as of October 31, 2024, a reduction of approximately 2.0%[40]. - The total liabilities decreased to $1,732,729,000 as of April 30, 2025, from $1,805,225,000 as of October 31, 2024, reflecting a decrease of about 4.0%[40]. Future Outlook and Strategic Initiatives - The company expects total revenues for Q3 FY2025 to be between $750 million and $850 million, with adjusted homebuilding gross margin between 17.0% and 18.0%[9]. - The company anticipates challenges due to economic conditions, including inflation and supply chain issues, which may impact future performance[23]. - Future outlook includes continued focus on joint ventures and market expansion strategies to enhance revenue growth[49]. Joint Ventures and Segment Performance - Income from unconsolidated joint ventures for the three months ended April 30, 2025, was $9.0 million, down from $11.2 million in the same period of 2024[25]. - The KSA joint venture reported a significant increase in home deliveries to 293 homes, up 196.0%, with revenue rising to $74,932 thousand, a 252.8% increase[49]. - Overall, the unconsolidated joint ventures (excluding KSA JV) reported a 7.2% decrease in home deliveries to 231 homes, with contract dollars down 14.8% to $149.5 million[58]. - The company reclassified 86 homes and $70.1 million of contract backlog from the Northeast segment to unconsolidated joint ventures, indicating strategic adjustments in asset management[56].

Business Segments - FOXO Technologies Inc. operates in two reportable business segments: Healthcare and Labs and Life, with a focus on behavioral health services and epigenetic diagnostics [205]. - The company finalized the acquisition of Myrtle and RCHI in 2024, expecting these businesses to produce a small cash flow surplus through 2025 [261]. Acquisitions - The company completed the acquisition of Myrtle for $0.5 million, which included a $0.3 million non-interest bearing note payable and 102,363 shares of Class A Common Stock [211]. - The company acquired RCHI and its subsidiary SCCH, with a senior secured note issued for $22.0 million, maturing on September 10, 2026, and accruing interest at rates of 8% to 20% [216][217]. - Myrtle's alcohol and drug treatment facility began operations on August 14, 2023, offering services for up to 30 patients, and expanded to include a Nonresidential Office-Based Opiate Treatment Facility on November 1, 2023 [213][224]. - The company plans to expand Myrtle's business model by acquiring additional facilities and replicating the model in other rural areas [224]. Financial Performance - Net revenues for the three months ended March 31, 2025, were $3.2 million, a significant increase from $7,180 for the same period in 2024, with contributions of $0.5 million from Myrtle and $2.7 million from RCHI [234]. - Direct costs of revenues were $1.9 million for the three months ended March 31, 2025, with no direct costs reported for the same period in 2024, attributed to the acquisitions of Myrtle and RCHI [235]. - Research and development expenses decreased to $30,000 for the three months ended March 31, 2025, from $165,360 in the same period of 2024, reflecting the cessation of ongoing projects [236]. - Selling, general and administrative expenses rose to $2.8 million for the three months ended March 31, 2025, compared to $1.0 million in 2024, primarily due to expenses from the acquired companies [238]. - The net loss attributable to FOXO was $0.6 million for the three months ended March 31, 2025, an improvement from a loss of $1.5 million in 2024, mainly due to a gain from extinguishment of Senior PIK Notes [243]. - The company recorded a gain of $1.9 million from the extinguishment of $5.4 million of Senior PIK Notes during the three months ended March 31, 2025 [240]. - Total revenues for the healthcare segment were $3.2 million for the three months ended March 31, 2025, with a segment loss of $0.8 million [245]. - Labs and Life segment revenues increased by 18.23% to $8,489 for the three months ended March 31, 2025, compared to $7,180 in 2024 [248]. Cash Flow and Capital - As of March 31, 2025, the company had cash and cash equivalents of $16,907, a decrease of $51,361 from $68,268 as of December 31, 2024 [266]. - For the three months ended March 31, 2025, the company incurred a net loss of $1.1 million, an improvement from a net loss of $2.2 million for the same period in 2024 [250]. - The working capital deficit improved to $25.5 million as of March 31, 2025, compared to $29.8 million as of December 31, 2024, reflecting a change of $4.4 million [266]. - Total debt, net of discounts, decreased to $6.0 million as of March 31, 2025, down from $10.2 million as of December 31, 2024, a reduction of $4.2 million [266]. - Net cash used in operating activities for the three months ended March 31, 2025, was $1.3 million, compared to $0.4 million for the same period in 2024, indicating an increase in cash used by $0.9 million [268]. - The company raised $1.3 million from financing activities during the three months ended March 31, 2025, compared to $0.4 million in the same period of 2024 [270]. - The company expects to incur additional losses in future periods and requires additional capital to fund its operations [250]. Revenue Recognition and Accounting - Estimated contractual allowances and implicit price concessions of $17.5 million were recorded as reductions to revenues for the three months ended March 31, 2025 [283]. - After accounting for estimated contractual allowances and implicit price concessions, the healthcare segment recorded net revenues of $3.2 million for the three months ended March 31, 2025 [283]. - The healthcare segment's primary source of operating cash is the collection of outstanding receivables, which is critical to its operating performance [281]. - The performance obligations for inpatient services are generally satisfied over periods averaging approximately 7 to 28 days, while outpatient services are satisfied in less than one day [278]. - The healthcare segment's revenues are based on estimated amounts expected to be received from third-party payers and patients, influenced by Medicare and Medicaid rates [279]. - The company does not present "allowances for doubtful accounts" on its balance sheets; accounts receivable are reported at realizable value, net of estimated contractual allowances [282]. - The company assesses going concern uncertainty quarterly, considering cash and working capital to operate for at least one year from the issuance date of consolidated financial statements [286]. Future Plans and Developments - The company entered into a KR8 Agreement to develop a Direct-to-Consumer APP utilizing AI Machine Learning technology, effective January 12, 2024 [231]. - The company plans to adopt ASU 2023-09 effective January 1, 2025, which requires enhanced annual disclosures for specific categories in income tax disclosures [287].

Financial Performance - Gross margin percentage increased by 1.8% year-over-year to 9.8% in 2024 from 7.9% in 2023 due to more profitable routes and operational efficiency improvements[7] - Cash flow from operations improved by $1.6 million year-over-year to -$4.2 million from -$5.8 million in 2023, driven by better margins and working capital management[7] - Net loss improved by $3.7 million year-over-year to -$5.6 million in 2024 from -$9.3 million in 2023, despite lower revenue, due to higher gross margins and lower operating expenses[7] - Revenue for 2024 was reported at $13.73 million, down from $17.06 million in 2023[11] - Net loss for 2024 was $5,601,227, an improvement from a net loss of $9,327,606 in 2023, representing a reduction of approximately 40%[17] Assets and Liabilities - Total assets decreased to $5.69 million in 2024 from $10.04 million in 2023[13] - Total liabilities decreased to $6.35 million in 2024 from $7.41 million in 2023[13] Cash Flow and Financing - Cash used in operating activities decreased to $4,206,168 in 2024 from $5,790,684 in 2023, indicating a 27% improvement[17] - Cash and cash equivalents at the end of the period dropped to $204,032 from $1,560,105, reflecting a decrease of approximately 87%[17] - Net cash provided by financing activities was $4,242,023 in 2024, down from $6,800,722 in 2023, a decline of about 38%[17] - The company reported a gain from extinguishment of debt amounting to $1,607,766 in 2024[17] - Proceeds from issuance of common stock from ATM Offering amounted to $3,079,016 in 2024[17] Operational Highlights - Fr8Fleet, the dedicated capacity service, achieved 42% year-over-year revenue growth[3] - The company launched Waavely, an ocean freight booking and management platform, in July 2024, and Fleet Rocket, a Transportation Management System, in February 2025[2][3] - Customer satisfaction survey indicated a response rate of over 80%, with average scores greater than four out of five[3] - The company expects to continue improving financial results in 2025, focusing on software offerings and AI-powered solutions[5] Expenses and Costs - Depreciation and amortization increased to $430,414 in 2024 from $404,598 in 2023, a rise of about 6%[17] - Share-based compensation decreased to $981,023 in 2024 from $1,153,787 in 2023, a reduction of approximately 15%[17] - Accounts receivable increased significantly to $1,120,176 in 2024 from $45,383 in 2023, indicating a substantial growth[17] - The company capitalized software development costs of $336,153 in 2024, slightly up from $328,645 in 2023[17]

Financial Performance - The Company recorded a net loss of $89,624 for the three months ended March 31, 2025, consisting of operating costs of $355,862 and interest expense of $1,125, partially offset by investment income of $267,363[137]. - The Company recorded a net income of $357,077 for the three months ended March 31, 2024, primarily from investment income of $735,578[138]. - The Company has not generated any revenues to date and will only generate non-operating income after the completion of its Business Combination[136]. - Interest expenses under the promissory note to third parties were recorded at $1,125 for the three months ended March 31, 2025[147]. Cash and Working Capital - As of March 31, 2025, the Company had cash of $17,229 and a working capital deficit of $3,214,910[139]. - The Company borrowed $241,112 under Working Capital Loans as of March 31, 2025, which are included in convertible promissory notes[141]. - The Company borrowed a total of $841,112 from the Chief Financial Officer in the form of convertible promissory notes, which are repayable upon the consummation of the Business Combination[143]. - The CFO also paid $144,060 to third-party vendors for working capital purposes, which are unsecured and due on demand[144]. - From July 2024 to March 2025, the Company borrowed a total of $975,000 from Tianji and its subsidiaries, with an additional $100,000 received after March 31, 2025, bringing the total to $1,075,000 due to third parties[145]. Business Combination and Acquisition Plans - The Company entered into a merger agreement on January 26, 2025, with Tianji Tire Global (Cayman) Limited, involving a total merger consideration of $450,000,000[131][133]. - The Company has incurred significant costs in pursuit of its acquisition plans and cannot assure the success of completing a Business Combination[116]. - The Company has incurred significant costs related to financing and acquisition plans, raising concerns about its ability to continue as a going concern if the Initial Business Combination is not completed by August 12, 2025[148]. - The Company has the right to extend the Termination Date of its Business Combination up to ten additional times by depositing $75,000 per month, with a current outstanding requirement of $600,000 for extensions[120]. Compliance and Regulatory Matters - The Company received a delisting determination letter from Nasdaq on April 23, 2024, but subsequently paid the outstanding fee to regain compliance[121]. - There are no off-balance sheet arrangements or long-term liabilities as of March 31, 2025[149][150]. - The underwriter is entitled to a deferred fee of $2,587,499, which will be revised to $750,000 in cash and 200,000 shares upon the closing of the Business Combination[150]. Management and Operations - Management does not anticipate any material effects from recently issued accounting pronouncements on the financial statements[152]. - The Company has conducted no operations to date, resulting in no unaudited quarterly operating data being included in the report[153].

Financial Performance - The Company recorded a net loss of $89,624 for the three months ended March 31, 2025, consisting of operating costs of $355,862 and interest expense of $1,125, partially offset by investment income of $267,363 [137]. - For the three months ended March 31, 2024, the Company had a net income of $357,077, primarily from investment income of $735,578, offset by operating costs of $49,800 and a loss on modification of deferred underwriter commission of $378,501 [138]. Cash and Working Capital - As of March 31, 2025, the Company had cash of $17,229 and a working capital deficit of $3,214,910 [139]. Borrowings and Debt - The Company has borrowed $775,000 from a subsidiary of Tianji from July 2024 to December 2024, and an additional $300,000 from Tianji and its subsidiaries from January 2025 to April 2025, all of which are unsecured and non-interest bearing [128]. - The Company borrowed a total of $841,112 from the Chief Financial Officer in the form of convertible promissory notes, which are repayable upon the consummation of the Business Combination [143]. - The CFO also paid $144,060 to third-party vendors for working capital, which is due on demand [144]. - From July 2024 to March 2025, the Company borrowed a total of $975,000 from Tianji and its subsidiaries, with an additional $100,000 received after March 31, 2025, bringing the total due to third parties to $1,075,000 [145]. - The Company issued a promissory note for $300,000 with an annual interest rate of 9.127%, of which $50,000 remained unpaid as of March 31, 2025 [146]. - Interest expenses under the promissory note for the three months ended March 31, 2025, were recorded at $1,125, with total outstanding amounts of $55,789 [147]. Acquisition Plans - The Company entered into a merger agreement on January 26, 2025, with Tianji Tire Global (Cayman) Limited, involving a total merger consideration of $450,000,000 [131][133]. - The Company has incurred significant costs in pursuit of its acquisition plans and cannot assure the success of completing a Business Combination [116]. - The Company has incurred significant costs related to financing and acquisition plans, raising concerns about its ability to continue as a going concern if the Initial Business Combination is not completed by August 12, 2025 [148]. Shareholder Actions - 2,903,151 ordinary shares were tendered for redemption during the extraordinary general meeting on August 12, 2024, leaving 2,224,131 ordinary shares still subject to redemption [119]. Financial Obligations - The underwriter is entitled to a deferred fee of $2,587,499, which will be revised to $750,000 in cash and 200,000 shares upon the closing of the Business Combination [150]. Accounting and Estimates - As of March 31, 2025, there were no critical accounting estimates affecting the financial statements [151]. - Management does not anticipate that any recently issued accounting pronouncements will materially affect the Company's financial statements [152]. Business Combination Timeline - The Company has the right to extend the Termination Date of its Business Combination up to ten additional times by depositing $75,000 per month, with the current Termination Date extended to October 12, 2024 [120]. - At the effective time of the Acquisition Merger, each Tianji Class A ordinary share will be converted into the right to receive one Reincorporation Merger Surviving Corporation Class A ordinary share [132]. Off-Balance Sheet Arrangements - There are no off-balance sheet arrangements or long-term liabilities as of March 31, 2025 [149].