Revenue Performance - Fourth quarter revenue reached $229 million, up 11% year-over-year, driven by global CT tube sales in the Medical segment and a 25% increase in Industrial segment sales[3]. - Fiscal year 2025 revenue grew 4% year-over-year to $845 million, with non-GAAP EBITDA increasing 37% to $122 million and non-GAAP EPS rising 73% to $0.90[4]. - Medical segment revenue for Q4FY25 was $152 million, up 5% year-over-year, while Industrial segment revenue was $77 million, up 25% year-over-year[3]. - Revenues increased by 11.3% from $205.7 million in the prior year to $228.9 million[20]. Profitability Metrics - Non-GAAP gross margin for Q4FY25 was 34%, compared to 33% in Q4FY24, and non-GAAP operating margin was 10%[3]. - Gross profit rose to $77.8 million, up from $67.1 million, reflecting a gross margin improvement from 32.6% to 34.0%[20]. - Non-GAAP operating income increased to $23.1 million, compared to $14.5 million in the previous year, with a non-GAAP operating margin of 10.1%[21]. - The company reported an operating income of $19.6 million for the quarter, compared to $10.9 million in the same quarter last year[21]. Cash Flow and Liquidity - Cash flow from operations was $8 million in Q4FY25, with cash, cash equivalents, and marketable securities totaling $155 million at the end of FY25[5]. - Cash and cash equivalents decreased from $168.7 million to $145.0 million, a decline of approximately 14.1%[19]. Guidance and Future Outlook - Guidance for Q1 FY26 expects revenues between $200 million and $215 million, with non-GAAP net earnings per diluted share projected between $0.05 and $0.25[6][8]. - The company advanced key growth initiatives, including innovative technologies like photon counting for CT and the launch of a radiographic detector from a new facility in India[4]. Expenses and Liabilities - Total operating expenses for FY25 were $318.3 million, with research and development expenses at $91.1 million[17]. - Current liabilities decreased slightly from $195.9 million to $187.2 million, a reduction of about 3.6%[19]. - Long-term debt decreased from $397.1 million to $366.0 million, a decline of approximately 7.8%[19]. Stockholder Equity and Assets - Total stockholders' equity decreased from $543.2 million to $486.6 million, a drop of about 10.4%[19]. - Total assets decreased from $1,213.6 million to $1,107.4 million, a decline of approximately 8.7%[19]. Net Income and Adjustments - GAAP net income for Q4FY25 was $0.29 per diluted share, while GAAP net loss for FY25 was $(1.70) per diluted share[7]. - Net income attributable to Varex for the three months ended September 27, 2024, was $12.2 million, compared to a loss of $51.1 million in the same period last year[22]. - Non-GAAP net income for the twelve months ended October 3, 2025, was $37.3 million, up from $21.2 million in the previous year[22]. - Non-GAAP diluted net income per share for the twelve months ended October 3, 2025, was $0.90, compared to $0.52 in the previous year[22]. Other Financial Metrics - Adjusted EBITDA for the three months ended September 27, 2024, was $34.9 million, compared to $22.6 million in the same period last year[22]. - Interest expense for the twelve months ended October 3, 2025, was $35.4 million, an increase from $29.6 million in the previous year[22]. - Restructuring charges for the three months ended September 27, 2024, were $0.2 million, down from $1.2 million in the same period last year[22]. - Impairment of goodwill for the twelve months ended October 3, 2025, was $93.9 million, indicating significant challenges in asset valuation[22]. - Non-ordinary course litigation expenses for the twelve months ended October 3, 2025, totaled $7.4 million, compared to $5.2 million in the previous year[22]. Non-GAAP Measures - The company emphasizes the importance of non-GAAP measures for assessing ongoing operations and providing transparency in financial performance[24].

Financial Performance - Total revenues decreased by $111.5 million to $186.1 million for the three months ended March 31, 2025, compared to $297.6 million for the same period in 2024, representing a decline of 37.5%[348]. - Revenues from services and fees fell by $55.2 million, with significant decreases in the Capital Markets segment ($35.1 million) and Communications segment ($17.9 million)[348][349]. - The operating loss for the three months ended March 31, 2025, was $61.5 million, compared to an operating loss of $16.0 million for the same period in 2024[345]. - The net loss attributable to B. Riley Financial, Inc. was $9.975 million for the three months ended March 31, 2025, a decrease of 79.7% compared to a net loss of $49.2 million in the same period in 2024[345]. - The Capital Markets segment reported a revenue decrease of 58.2%, falling to $25.2 million from $60.3 million year-over-year[350]. - Wealth Management segment revenues from services and fees decreased by $4.5 million to $46.7 million for the three months ended March 31, 2025, down from $51.2 million in the same period of 2024, primarily due to an $8.8 million decrease in wealth and asset management fees[351]. - Communications segment revenues from services and fees decreased by $17.9 million to $63.2 million for the three months ended March 31, 2025, primarily due to a $17.6 million decline in subscription revenue[352]. - E-Commerce segment saw a revenue increase of 100%, generating $3.5 million in the three months ended March 31, 2025, compared to no revenue in the same period in 2024[347]. Investment and Assets - As of March 31, 2025, total securities and other investments owned amounted to $231.8 million, down from $282.3 million as of December 31, 2024, representing a decrease of approximately 17.9%[331]. - The carrying value of public equity securities decreased from $124.9 million as of December 31, 2024, to $79.7 million as of March 31, 2025, a decline of about 36.2%[331]. - The carrying value of private equity securities decreased from $107.6 million as of December 31, 2024, to $97.7 million as of March 31, 2025, a reduction of approximately 9.2%[331]. - Total assets under management (AUM) were approximately $18.4 billion as of March 31, 2025, down from $25.8 billion as of March 31, 2024, reflecting a significant decline in AUM[351]. Business Operations - The Company operates through five reportable business segments: Capital Markets, Wealth Management, Communications, Consumer, and E-Commerce[320]. - The Company maintains a diverse investment approach, focusing on operational improvements to maximize free cash flow from acquired companies[318]. - The Company has a significant presence in various locations, including offices in Los Angeles, New York, Chicago, and internationally in Canada, Europe, Asia, and Australia[319]. Debt and Financing - The Company executed four private exchange transactions resulting in the cancellation of approximately $29.5 million of 5.50% Senior Notes and the issuance of approximately $140.7 million aggregate principal amount of 8.00% Senior Secured Second Lien Notes due 2028[337]. - The Targus/FGI Credit Agreement provides a $30.0 million revolving loan facility, with a final maturity date of August 20, 2028[339]. - The company extended an additional subordinated loan of $5.0 million to the Targus Borrower, increasing the total loan amount to $10.0 million[340]. - The company expects to utilize existing cash and proceeds from business sales to meet debt service obligations over the next twelve months[383]. - As of March 31, 2025, the company had $138.3 million in unrestricted cash and cash equivalents and $1.6 billion in borrowings outstanding[382]. - Approximately 86% of the company's debt obligations bore interest at fixed rates as of March 31, 2025[402]. - A 1% change in floating interest rates would result in a $0.5 million change in interest expense[403]. Cash Flow - Cash provided by operating activities decreased to $0.2 million in Q1 2025 from $135.4 million in Q1 2024, a reduction of $135.2 million[395]. - Cash provided by investing activities increased to $59.2 million in Q1 2025 from $18.3 million in Q1 2024, an increase of $40.9 million[397]. - Cash used in financing activities decreased to $172.5 million in Q1 2025 from $190.9 million in Q1 2024, a reduction of $18.4 million[398]. Other Financial Metrics - Interest income from loans decreased by $18.9 million, while interest income from securities lending dropped by $37.0 million, reflecting declines of 85.6% and 97.8%, respectively[345][348]. - Selling, general and administrative expenses decreased by $11.6 million to $167.4 million during the three months ended March 31, 2025, from $178.9 million in the same period of 2024[363]. - Direct cost of services decreased by $17.0 million to $42.7 million during the three months ended March 31, 2025, primarily due to a $16.2 million decrease in the Communications segment[361]. - Cost of goods sold decreased by $2.1 million to $36.7 million during the three months ended March 31, 2025, primarily due to lower sales volume in the Consumer Products segment[362]. - Interest expense from securities lending and loan participations sold decreased by $34.7 million to $0.7 million for the three months ended March 31, 2025, due to a reduction in loaned securities from $2.0 billion to $33.0 million[370]. - Realized and unrealized losses on investments were $14.5 million for the three months ended March 31, 2025, an improvement from a loss of $34.9 million in the same period of 2024[372]. - The company reported a benefit from income taxes of $3.0 million for the three months ended March 31, 2025, compared to $21.3 million in the prior year, with an effective tax rate of 13.2%[376]. Corporate Actions - The Company completed the sale of a portion of its Wealth Management business for net cash consideration of $26.0 million, which included 36 financial advisors managing approximately $4.0 billion, or 23.6%, of assets under management as of March 31, 2025[336]. - The company completed the sale of Atlantic Coast Recycling for approximately $68.6 million and the sale of its financial consulting business for $117.8 million[386]. - The company did not pay any cash dividends on common stock during the three months ended March 31, 2025, following the suspension of dividends announced in August 2024[390]. - Common stock dividends declared for Q1 2025 were $0.50 per share, consistent with Q1 2024[391]. - Series A Preferred Stock dividends are at a cumulative rate of 6.875%, with $2.0 million in arrears as of March 31, 2025[392]. - Series B Preferred Stock dividends are at a cumulative rate of 7.375%, with $1.3 million in arrears as of March 31, 2025[393]. - The company announced a name change to BRC Group Holdings, Inc., effective January 1, 2026[341].

Financial Performance - Total revenues decreased by $111.5 million to $186.1 million for the three months ended March 31, 2025, compared to $297.6 million for the same period in 2024, representing a decline of 37.5%[348]. - Revenues from services and fees fell by $55.2 million, with significant decreases in the Capital Markets segment by $35.1 million and the Communications segment by $17.9 million[348][349]. - The operating loss for the three months ended March 31, 2025, was $61.5 million, compared to an operating loss of $16.0 million for the same period in 2024[345]. - Net loss attributable to B. Riley Financial, Inc. was $9.975 million for the three months ended March 31, 2025, a decrease of 79.7% compared to a net loss of $49.2 million in the same period in 2024[345]. - The Capital Markets segment's revenues from services and fees decreased to $25.2 million, down 58.2% from $60.3 million in the prior year[350]. - Wealth Management segment revenues from services and fees decreased by $4.5 million to $46.7 million for the three months ended March 31, 2025, down from $51.2 million in the same period of 2024, primarily due to an $8.8 million decrease in wealth and asset management fees[351]. - Communications segment revenues from services and fees decreased by $17.9 million to $63.2 million for the three months ended March 31, 2025, primarily due to a $17.6 million decline in subscription revenue[352]. - E-Commerce segment revenues were $3.5 million during the three months ended March 31, 2025, consisting of commission fees from Nogin, acquired in the second quarter of 2024[353]. - The company generated a net loss of $10.0 million for the three months ended March 31, 2025, compared to a net loss of $49.2 million in the same period of 2024[381]. Investment and Asset Management - As of March 31, 2025, total securities and other investments owned amounted to $231.8 million, down from $282.3 million as of December 31, 2024, representing a decrease of approximately 17.9%[331]. - The carrying value of public equity securities decreased to $79.7 million as of March 31, 2025, from $124.9 million as of December 31, 2024, a decline of about 36.2%[331]. - The carrying value of private equity securities was $97.7 million as of March 31, 2025, down from $107.6 million as of December 31, 2024, reflecting a decrease of approximately 9.2%[335]. - Total assets under management (AUM) were approximately $18.4 billion as of March 31, 2025, down from $25.8 billion as of March 31, 2024, reflecting a significant decline in AUM[351]. - The Company maintains a diverse investment portfolio, including public and private equities, corporate bonds, and other fixed income securities[331]. Corporate Actions and Changes - The Company completed the sale of a portion of its Wealth Management business for net cash consideration of $26.0 million, which included 36 financial advisors managing approximately $4.0 billion, or 23.6%, of assets under management as of March 31, 2025[336]. - The aggregate cash consideration for the sale of GlassRatner and Farber was $117.8 million, subject to adjustment based on working capital within 180 days following the sale date[338]. - The Company announced a name change to BRC Group Holdings, Inc., effective January 1, 2026[341]. - The company completed the sale of Atlantic Coast Recycling for approximately $68.6 million and the financial consulting business for $117.8 million[386]. Debt and Financing - The Targus/FGI Credit Agreement provides a $30.0 million revolving loan facility, with a final maturity date of August 20, 2028[339]. - The Targus/FGI Credit Agreement includes covenants that limit the ability of FGI Loan Parties to incur additional indebtedness and engage in certain transactions[340]. - An additional subordinated loan of $5.0 million was extended to the Targus Borrower, increasing the total principal amount of such loan to $10.0 million[340]. - Interest expense from securities lending and loan participations sold decreased by $34.7 million to $0.7 million for the three months ended March 31, 2025, due to a reduction in loaned securities from $2.0 billion to $33.0 million[370]. - The company has approximately 86% of its debt obligations at fixed interest rates, mitigating exposure to interest rate fluctuations[402]. Cash Flow and Expenses - Cash provided by operating activities decreased to $0.2 million in Q1 2025 from $135.4 million in Q1 2024, a reduction of $135.2 million[395]. - Cash provided by investing activities increased to $59.2 million in Q1 2025 from $18.3 million in Q1 2024, an increase of $40.9 million[397]. - Cash used in financing activities decreased to $172.5 million in Q1 2025 from $190.9 million in Q1 2024, a reduction of $18.4 million[398]. - Selling, general and administrative expenses decreased by $11.6 million to $167.4 million for the three months ended March 31, 2025, from $178.9 million in the same period of 2024[363]. - Direct cost of services decreased by $17.0 million to $42.7 million during the three months ended March 31, 2025, primarily due to a $16.2 million decrease in the Communications segment[361]. - Cost of goods sold decreased by $2.1 million to $36.7 million for the three months ended March 31, 2025, primarily due to lower sales volume in the Consumer Products segment[362]. Tax and Other Income - The benefit from income taxes was $3.0 million for the three months ended March 31, 2025, compared to $21.3 million in 2024, with an effective tax rate of 13.2% versus 25.8%[376]. - Other income included interest income of $1.5 million and dividend income of $0.1 million for the three months ended March 31, 2025, compared to $0.7 million and $3.0 million, respectively, in 2024[371]. - Realized and unrealized losses on investments were $14.5 million for the three months ended March 31, 2025, an improvement from a loss of $34.9 million in the same period of 2024[372]. Preferred and Common Stock Dividends - Preferred stock dividends were $2.0 million for the three months ended March 31, 2025, with a temporary suspension announced for future dividends[380]. - Common stock dividends declared for Q1 2025 were $0.50 per share, consistent with the previous quarter[391]. - Series A Preferred Stock dividends are at a cumulative rate of 6.875%, with $2.0 million in arrears as of March 31, 2025[392]. - Series B Preferred Stock dividends are at a cumulative rate of 7.375%, with $1.3 million in arrears as of March 31, 2025[393].

Financial Performance - Total revenues decreased by $111.5 million to $186.1 million for the three months ended March 31, 2025, compared to $297.6 million for the same period in 2024, representing a decline of 37.5%[348]. - Revenues from services and fees fell by $55.2 million, with significant decreases in the Capital Markets segment ($35.1 million) and the Communications segment ($17.9 million)[348][349]. - The operating loss for the three months ended March 31, 2025, was $61.5 million, compared to an operating loss of $16.0 million for the same period in 2024[345]. - Net loss attributable to B. Riley Financial, Inc. was $9.975 million for the three months ended March 31, 2025, a decrease of 79.7% compared to a net loss of $49.2 million in the prior year[345]. - The Capital Markets segment reported a revenue decrease of 58.2%, falling to $25.2 million from $60.3 million year-over-year[350]. - Wealth Management segment revenues from services and fees decreased by $4.5 million to $46.7 million for the three months ended March 31, 2025, down from $51.2 million in the same period of 2024[351]. - Communications segment revenues from services and fees decreased by $17.9 million to $63.2 million for the three months ended March 31, 2025, primarily due to a $17.6 million drop in subscription revenue[352]. - The company generated a net loss of $10.0 million for the three months ended March 31, 2025, compared to a net loss of $49.2 million in the same period in 2024[381]. Investment and Asset Management - As of March 31, 2025, total securities and other investments owned amounted to $231.8 million, down from $282.3 million as of December 31, 2024, representing a decrease of approximately 17.9%[331]. - The carrying value of public equity securities decreased to $79.7 million as of March 31, 2025, from $124.9 million as of December 31, 2024, a decline of about 36.1%[331]. - The carrying value of private equity securities was $97.7 million as of March 31, 2025, down from $107.6 million as of December 31, 2024, indicating a decrease of approximately 9.2%[335]. - Total assets under management (AUM) were approximately $18.4 billion as of March 31, 2025, down from $25.8 billion as of March 31, 2024, reflecting a significant decline[351]. - The Company maintains a diverse investment portfolio, including public and private equities, corporate bonds, and other fixed income securities[331]. Business Operations and Segments - The Company operates through five reportable segments: Capital Markets, Wealth Management, Communications, Consumer, and E-Commerce, focusing on tailored financial solutions[320]. - The Wealth Management segment provides services to individuals, families, and small businesses, emphasizing personalized financial planning and investment management[324]. - The Communications Segment includes businesses like Lingo and magicJack, focusing on cloud communications and managed services, with plans for future acquisitions[325]. - The E-Commerce segment saw a revenue increase of 100%, contributing $3.5 million in the current period[347]. - E-Commerce segment revenues were $3.5 million during the three months ended March 31, 2025, consisting of commission fees from Nogin, acquired in Q2 2024[353]. Cash Flow and Financing - Cash provided by operating activities decreased to $0.2 million in Q1 2025 from $135.4 million in Q1 2024, a reduction of $135.2 million[395]. - Cash provided by investing activities increased to $59.2 million in Q1 2025 from $18.3 million in Q1 2024, an increase of $40.9 million[397]. - Cash used in financing activities decreased to $172.5 million in Q1 2025 from $190.9 million in Q1 2024, a reduction of $18.4 million[398]. - The company expects to utilize existing cash and proceeds from business sales to meet debt service obligations over the next twelve months[383]. - As of March 31, 2025, the company had $138.3 million in unrestricted cash and cash equivalents and $1.6 billion in borrowings outstanding[382]. Debt and Interest - Approximately 86% of the company's debt obligations bore interest at fixed rates as of March 31, 2025[402]. - A 1% change in floating interest rates would result in a $0.5 million change in interest expense[403]. - Interest income from loans decreased by $18.9 million to $3.2 million for the three months ended March 31, 2025, down from $22.1 million in the same period of 2024[358]. - Interest income from securities lending decreased by $37.0 million to $0.8 million for the three months ended March 31, 2025, from $37.8 million in the same period of 2024[359]. - Interest expense decreased by $34.7 million to $0.7 million for the three months ended March 31, 2025, due to a reduction in securities loaned and loan participations sold from $2.0 billion to $33.0 million[370]. Dividends and Stock - Common stock dividends declared for Q1 2025 were $0.50 per share, consistent with the previous quarter[391]. - Series A Preferred Stock dividends are at a cumulative rate of 6.875%, with $2.0 million in arrears as of March 31, 2025[392]. - Series B Preferred Stock dividends are at a cumulative rate of 7.375%, with $1.3 million in arrears as of March 31, 2025[393]. Other Financial Metrics - Realized and unrealized losses on investments were $14.5 million for the three months ended March 31, 2025, an improvement from a loss of $34.9 million in the same period in 2024[372]. - The benefit from income taxes was $3.0 million for the three months ended March 31, 2025, compared to $21.3 million in 2024, with an effective tax rate of 13.2% versus 25.8%[376]. - Selling, general and administrative expenses decreased by $11.6 million to $167.4 million for the three months ended March 31, 2025, down from $178.9 million in the same period of 2024[363]. - Direct cost of services decreased by $17.0 million to $42.7 million for the three months ended March 31, 2025, primarily due to a $16.2 million decrease in the Communications segment[361]. - Cost of goods sold decreased by $2.1 million to $36.7 million for the three months ended March 31, 2025, from $38.8 million in the same period of 2024[362].

Financial Performance - Net revenues for the third quarter of 2025 were $41.4 million, representing a 28.2% increase compared to the same quarter last year[5] - For the first nine months of 2025, net revenues were $114.1 million, with a 12.6% increase in comparable net revenues for the U.S. and Canada[14] - Net revenues for Q3 2025 were $41,416 million, a 9% increase from $37,788 million in Q3 2024[20] - Gross profit decreased to $7,690 million in Q3 2025 from $8,442 million in Q3 2024, representing a decline of 8.9%[20] - Adjusted EBITDA for the third quarter was $90 thousand, or 0.2% of sales, down from $221 thousand, or 0.6% of sales in the prior year quarter[7] - Adjusted EBITDA for the first nine months was $2.9 million, or 2.5% of sales, compared to $4.3 million, or 3.3% of sales in the prior year[14] - Consolidated Adjusted EBITDA for the nine months ended September 30, 2025, was $2.900 million, down from $4.324 million in the same period of 2024[29] Loss and Expenses - GAAP net loss attributable to SPAR Group, Inc. was ($8.8) million, or ($0.37) per diluted share, compared to a loss of ($0.2) million, or ($0.01) per diluted share in the prior year quarter[7] - Operating loss for Q3 2025 was $(5,919) million compared to a loss of $(1,530) million in Q3 2024[20] - Net loss attributable to SPAR Group, Inc. was $(8,764) million in Q3 2025, compared to a loss of $(182) million in Q3 2024[27] - Basic loss per share from continuing operations was $(0.37) in Q3 2025, down from $(0.01) in Q3 2024[20] - Consolidated net loss from continuing operations for Q3 2025 was $8.764 million, compared to a loss of $270 thousand in Q3 2024[29] - Consolidated EBITDA for Q3 2025 was $(5.515) million, a decline from $(1.076) million in Q3 2024[29] - Restructuring costs and severance for Q3 2025 amounted to $4.018 million, with no costs reported in Q3 2024[29] - Other one-time expenses for Q3 2025 totaled $959 thousand, slightly up from $952 thousand in Q3 2024[29] Cash and Liquidity - Total liquidity at the end of the quarter was $10.4 million, consisting of $8.2 million in cash and cash equivalents and $2.2 million of unused availability[10] - Cash and cash equivalents decreased to $8,206 million at the end of Q3 2025 from $18,221 million at the beginning of the period[24] - Net cash used in operating activities for the nine months ended September 30, 2025, was $(15,962) million, compared to $(730) million for the same period in 2024[24] Costs and Expenses Management - The company incurred approximately $4.0 million in restructuring costs and severance during the third quarter, along with an additional $1.6 million in unusual or one-time costs[5] - The company is targeting SG&A expenses at approximately $6.5 million per quarter or lower, excluding legal and one-time items[4] - Interest expense from continuing operations increased to $663 thousand in Q3 2025 from $582 thousand in Q3 2024[29] - Depreciation and amortization from continuing operations for Q3 2025 was $404 thousand, a decrease from $454 thousand in Q3 2024[29] - Exceptional BOD payments for Q3 2025 were $544 thousand, with no payments reported in Q3 2024[29] Balance Sheet - Total current assets increased to $51,900 million as of September 30, 2025, from $45,996 million at the end of 2024[22] - Total liabilities rose to $45,076 million as of September 30, 2025, compared to $32,125 million at the end of 2024[22] - The company amended and expanded its revolving credit facilities to $36 million, extending until October 2027[7] - Income tax expense from continuing operations for Q3 2025 was $1.719 million, compared to a tax benefit of $(2.314) million in Q3 2024[29]

Financial Performance - Net income for the nine months ended September 30, 2025, was $961,651, down 54.4% from $2,108,102 for the same period in 2024[12]. - The company reported a loss from operations of $585,170 for the nine months ended September 30, 2025, compared to a loss of $662,765 for the same period in 2024, reflecting a 11.7% improvement[12]. - Basic and diluted net income per ordinary share subject to possible redemption was $0.15 for the nine months ended September 30, 2025, down from $0.23 for the same period in 2024[12]. - The company generated $1,546,821 in interest income on cash held in trust for the nine months ended September 30, 2025, compared to $2,770,867 for the same period in 2024, a decrease of 44.3%[16]. - For the nine months ended September 30, 2025, the company reported a net income of $961,651, consisting of interest income of $1,546,821, offset by formation and operational costs of $585,170[97]. Assets and Liabilities - As of September 30, 2025, total assets were $45,468,518, a decrease of 38.3% from $73,814,933 on December 31, 2024[10]. - Cash held in the Trust Account decreased to $45,443,570 from $73,784,549, a decline of 38.4%[10]. - The company had total current liabilities of $2,774,428 as of September 30, 2025, compared to $816,994 as of December 31, 2024, indicating a significant increase[10]. - As of September 30, 2025, the Company had $45,443,570 in its Trust Account and a working capital deficit of $2,749,480[37]. - As of September 30, 2025, the note payable balance was $1,655,400, reflecting the total amount due for extensions[68]. Trust Account and Shareholder Information - Following the Initial Public Offering, $69,690,000 was placed in a Trust Account, held as cash or invested in U.S. government securities[23]. - Shareholders can redeem Public Shares for a pro rata portion of the Trust Account, initially valued at $10.10 per share[25]. - As of September 30, 2025, 3,995,733 ordinary shares were subject to possible redemption, valued at redemption amount as temporary equity[49]. - On February 5, 2025, 2,904,267 shares were redeemed at approximately $10.77 per share, totaling about $31.27 million[33]. - A total of $69,690,000 from the IPO and private placement proceeds was placed in the Trust Account, held as cash or invested in U.S. government securities[116]. Initial Public Offering (IPO) and Financing - The Initial Public Offering generated gross proceeds of $69,000,000, with offering costs of $2,070,665 and deferred underwriting commissions of $690,000[21]. - The Company completed its Initial Public Offering on December 6, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 Units at $10.00 per Unit[62]. - The Sponsor purchased 332,000 Private Units at a price of $10.00 per Private Unit, totaling $3,320,000[63]. - The underwriters received a cash underwriting discount of $1,380,000 from the Initial Public Offering, with a deferred fee of $690,000 upon closing of a business combination[81]. - The Company incurred $1,380,000 in underwriting discounts and $550,000 in other costs related to the IPO[117]. Business Operations and Future Plans - The company has not yet commenced any operations and is focused on pursuing a business combination in the healthcare innovation sector[19]. - The Company has until December 6, 2025, to complete a business combination, having extended the period twelve times[35]. - The company expects to close the business combination with United Hydrogen in early 2026, subject to various conditions including shareholder approvals and regulatory clearances[95]. - The Company has not engaged in any operations or generated any revenue to date, with all activities focused on preparing for the IPO and identifying a target company for a business combination[96]. - The Company must complete a business combination by December 6, 2025, with the possibility of extending the deadline up to twelve times by one month each time[67]. Administrative and Compliance Matters - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[42]. - The company has incurred expenses related to being a public company, including legal, financial reporting, accounting, and auditing compliance costs[96]. - The company’s disclosure controls and procedures were not effective as of September 30, 2025, according to management's evaluation[108]. - The Company agreed to pay the Sponsor $10,000 per month for administrative services, with an unpaid balance of $210,000 as of September 30, 2025[71]. - The total amount due to a related company was $826,419 as of September 30, 2025, for administrative services and IPO-related costs[70].

Financial Performance - For the nine months ended September 30, 2025, net income was $961,651, down from $2,108,102 for the same period in 2024, representing a decrease of about 54%[12] - The company reported a loss from operations of $585,170 for the nine months ended September 30, 2025, compared to a loss of $662,765 for the same period in 2024, indicating an improvement of approximately 12%[12] - Basic and diluted net income per ordinary share subject to possible redemption was $0.15 for the nine months ended September 30, 2025, compared to $0.23 for the same period in 2024, a decrease of about 35%[12] - The company generated interest income of $1,546,821 from cash held in trust for the nine months ended September 30, 2025, down from $2,770,867 for the same period in 2024, a decrease of approximately 44%[16] - The net cash used in operating activities for the nine months ended September 30, 2025, was $521,868, compared to $477,158 for the same period in 2024, indicating an increase of about 9%[16] - The company has incurred formation and operational costs of $585,170 for the nine months ended September 30, 2025, compared to $662,765 for the same period in 2024[97] Assets and Liabilities - As of September 30, 2025, total assets amounted to $45,468,518, a decrease from $73,814,933 as of December 31, 2024, reflecting a decline of approximately 38%[10] - Cash held in the Trust Account decreased to $45,443,570 as of September 30, 2025, from $73,784,549 as of December 31, 2024, a decline of about 38%[10] - The company had total current liabilities of $2,774,428 as of September 30, 2025, significantly higher than $816,994 as of December 31, 2024, marking an increase of approximately 239%[10] - As of September 30, 2025, the accumulated deficit increased to $(3,439,693) from $(1,476,823) as of December 31, 2024, reflecting a deterioration of approximately 133%[10] - As of September 30, 2025, the cash balance was $2,979, a decrease from $28,208 as of December 31, 2024[47] - As of September 30, 2025, the Company had $45,443,570 in its Trust Account and a working capital deficit of $2,749,480[37] Initial Public Offering and Financing - The Company completed its Initial Public Offering on December 6, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[21] - The Company completed a private placement of 332,000 units at $10.00 per unit, generating total gross proceeds of $3,320,000[22] - Following the Initial Public Offering, $69,690,000 was placed in a Trust Account, held as cash or invested in U.S. government securities[23] - The underwriters received a cash underwriting discount of $1,380,000 for the Initial Public Offering, with a deferred fee of $690,000 upon closing of a business combination[81] - The Company granted Spartan Capital Securities, LLC a right of first refusal for future equity and debt offerings for a period of 12 months from the closing of a business combination[82] - The Company incurred $1,380,000 in underwriting discounts and $550,000 in other costs related to the IPO[117] Business Combination and Future Plans - The Company has until December 6, 2025, to complete a business combination, having extended the period twelve times[35] - The Company must complete a business combination by December 6, 2025, with the option to extend the deadline up to twelve times by one month each time[67] - The company expects to close the business combination with United Hydrogen in early 2026, subject to various conditions including shareholder approvals and regulatory clearances[95] - The Company will cease operations and liquidate if it fails to complete a business combination within the specified period[40] Shareholder Information - Shareholders can redeem Public Shares for a pro rata portion of the Trust Account, initially valued at $10.10 per share[25] - As of September 30, 2025, 3,995,733 ordinary shares were subject to possible redemption, valued at redemption amount as temporary equity[49] - A total of 2,904,267 shares were redeemed at approximately $10.77 per share, totaling around $31.27 million[73] - As of September 30, 2025, there were 2,126,000 ordinary shares issued and outstanding, excluding 3,995,733 shares subject to possible redemption[74] Management and Operations - The Company has not engaged in any operations or generated any revenue to date, with all activities focused on preparing for the IPO and identifying a target company for a business combination[96] - The company’s management has expressed substantial doubt about its ability to continue as a going concern if it fails to complete a business combination within the prescribed time[101] - The Company has not drawn any amounts under Working Capital Loans as of September 30, 2025[38] - The Company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2025[102][103] Tax and Regulatory Matters - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[42] - The Company is exempt from income taxes in the Cayman Islands and the United States, resulting in no provision for income taxes for the three and nine months ended September 30, 2025, and 2024[52] - The Company has not recognized any unrecognized tax benefits as of September 30, 2025, and December 31, 2024[51] Trust Account and Related Agreements - The fair value of cash held in the Trust Account was $45,443,570 as of September 30, 2025, categorized as Level 1 in the fair value hierarchy[59] - The Sponsor has agreed to cover any claims that reduce the Trust Account below $10.10 per share, except for certain third-party claims[30] - On February 6, 2025, the Company amended the Trust Agreement, adjusting the extension fee to $150,000 for all outstanding Public Shares for each monthly extension[68] - As of September 30, 2025, the note payable balance was $1,655,400, reflecting the total amount due for extensions[68] - The total amount due to a related company was $826,419 as of September 30, 2025, for administrative services and IPO-related costs[70] - The Company agreed to pay the Sponsor $10,000 per month for administrative services, with an unpaid balance of $210,000 as of September 30, 2025[71]

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on January 29, 2025, raising gross proceeds of $200,000,000 from the sale of 20,000,000 units at $10.00 per unit[108]. - Following the IPO, the company placed $231,150,000 in a trust account for the benefit of public shareholders[121]. - The company incurred total transaction costs of $8,898,201 related to the IPO, including $1,150,000 in cash underwriting fees[123]. - Underwriters received a cash underwriting discount of $1,150,000, which is 0.5% of the gross proceeds from the Initial Public Offering[131]. - A deferred fee of $6,900,000, or 3.0% of the gross proceeds, will be payable to underwriters upon completion of a business combination[131]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $2,184,563, primarily from interest earned on cash and investments held in the trust account[117]. - The company generated a net income of $5,727,685 for the nine months ended September 30, 2025, from interest earned on trust account funds[117]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[116]. Business Combination and Future Plans - The company has until April 29, 2026, to complete its initial business combination, with the possibility of extending this period by up to six months[112]. - The company intends to use substantially all funds in the trust account to complete its initial business combination[124]. - The company may need to raise additional funds if the costs of identifying a target business exceed current estimates[127]. Liquidity and Going Concern - As of September 30, 2025, the company had cash of $717, indicating limited liquidity prior to the IPO[119]. - Management has raised substantial doubt about the company's ability to continue as a going concern within one year after the issuance of the unaudited financial statements[128]. - The company has no long-term debt or significant liabilities, with the only obligation being $10,000 per month for administrative services[130]. Accounting and Regulatory Matters - The company is evaluating the impact of ASU 2024-03, which requires additional disclosures about specific expense categories, effective for fiscal years beginning after December 15, 2026[133]. - Management does not anticipate that recently issued accounting standards will materially affect the unaudited financial statements[134]. - The net proceeds from the Initial Public Offering have been invested in U.S. government treasury obligations with a maturity of 185 days or less, minimizing interest rate risk[135]. Off-Balance Sheet Financing - The company has no off-balance sheet financing arrangements as of September 30, 2025, and does not engage in transactions with unconsolidated entities[129].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on January 29, 2025, raising gross proceeds of $200,000,000 from the sale of 20,000,000 units at $10.00 per unit[108]. - Following the IPO, the company placed $231,150,000 in a trust account for the benefit of public shareholders[121]. - The company incurred total transaction costs of $8,898,201 related to the IPO, including $1,150,000 in cash underwriting fees[123]. - Underwriters received a cash underwriting discount of $1,150,000, which is 0.5% of the gross proceeds from the Initial Public Offering, and a deferred fee of $6,900,000, or 3.0% of the gross proceeds[131]. - Following the Initial Public Offering, net proceeds have been invested in U.S. government treasury obligations with a maturity of 185 days or less, minimizing exposure to interest rate risk[135]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $2,184,563, primarily from interest earned on cash and investments held in the trust account[117]. - The company generated non-operating income from interest earned on cash and investments, with total interest of $6,454,232 for the nine months ended September 30, 2025[117]. - As of September 30, 2025, the company had cash of $717, indicating limited liquidity prior to the IPO[119]. Business Operations and Future Plans - The company has not engaged in any operations or generated revenues to date, focusing on identifying a target company for its initial business combination[116]. - The company intends to use substantially all funds in the trust account to complete its initial business combination and may withdraw interest to pay taxes[124]. - The company has until April 29, 2026, to complete its initial business combination, with the possibility of extending this period by up to six months[112]. Financial Health and Concerns - Management has raised substantial doubt about the company's ability to continue as a going concern within one year after the issuance of the unaudited financial statements due to mandatory liquidation and subsequent dissolution[128]. - The company has no long-term debt or significant liabilities, with the only obligation being $10,000 per month for administrative services[130]. - The company has no off-balance sheet financing arrangements as of September 30, 2025, and does not engage in transactions with unconsolidated entities[129]. Accounting Standards and Regulations - The company is evaluating the impact of adopting ASU 2024-03, which requires additional disclosures about specific expense categories, effective for fiscal years beginning after December 15, 2026[133]. - The company does not believe that any recently issued accounting standards will materially affect its unaudited financial statements[134]. Sponsor Support - The sponsor has provided $491,178 in expenses on behalf of the company since the IPO, affecting the share subscription receivable[120].

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides details about the registrant, Mesa Royalty Trust, its trustee, the filing type, and its securities registration status [Registrant Details](index=1&type=section&id=Registrant%20Details) This section identifies Mesa Royalty Trust as the registrant, with The Bank of New York Mellon Trust Company, N.A. serving as its Trustee. The filing is a Form 8-K, indicating a current report - Registrant: **Mesa Royalty Trust**, a Texas entity[2](index=2&type=chunk) - Trustee: **The Bank of New York Mellon Trust Company, N.A.**[2](index=2&type=chunk) - Filing Type: **Form 8-K**, Current Report, dated **October 16, 2025**[1](index=1&type=chunk)[2](index=2&type=chunk) [Securities and Compliance](index=1&type=section&id=Securities%20and%20Compliance) The registrant's Units of Beneficial Interest (MTR) are registered on the New York Stock Exchange. The filing indicates that the registrant is not an emerging growth company Securities Registered on Exchange | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Units of Beneficial Interest | MTR | New York Stock Exchange | - The registrant is **not an emerging growth company**[4](index=4&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section details the announcement of royalty income and distribution for October 2025 by Mesa Royalty Trust [October 2025 Royalty Income and Distribution Announcement](index=2&type=section&id=October%202025%20Royalty%20Income%20and%20Distribution%20Announcement) Mesa Royalty Trust issued a press release on October 16, 2025, announcing its royalty income and income distribution for the month of October 2025. This press release is furnished as Exhibit 99.1 and is not considered 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934 - Mesa Royalty Trust issued a press release on **October 16, 2025**[5](index=5&type=chunk) - The press release announced **royalty income and income distribution** for **October 2025**[5](index=5&type=chunk) - The press release (**Exhibit 99.1**) is furnished, not filed, and is **not subject to Section 18 liabilities** of the Securities Exchange Act of 1934[6](index=6&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section provides a list of exhibits included in the filing, specifically identifying the October 2025 press release [Exhibits List](index=2&type=section&id=Exhibits%20List) This section lists the exhibits accompanying the Form 8-K filing, specifically identifying Exhibit 99.1 as the press release issued by Mesa Royalty Trust on October 16, 2025 List of Exhibits | Exhibit | Description | | :------ | :---------- | | 99.1 | Mesa Royalty Trust Press Release dated October 16, 2025 | [Signatures](index=3&type=section&id=SIGNATURES) This section confirms the official signing of the report by the authorized trustee on behalf of Mesa Royalty Trust [Signing Authority](index=3&type=section&id=Signing%20Authority) The report was duly signed on behalf of Mesa Royalty Trust by The Bank of New York Mellon Trust Company, N.A., as Trustee, with Elaina Rodgers, Vice President, executing the document on October 16, 2025 - The report was signed by **The Bank of New York Mellon Trust Company, N.A.**, as Trustee for Mesa Royalty Trust[11](index=11&type=chunk) - **Elaina Rodgers**, Vice President, executed the report[11](index=11&type=chunk) - The signing date was **October 16, 2025**[11](index=11&type=chunk)