UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ 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: 001-42252 HCM II ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Cayman Islands | 98-1785406 | | --- | --- | ...

Membership and Growth - As of December 29, 2024, Soho House & Co has approximately 271,500 members, including around 212,400 Soho House members[18]. - The global waitlist for membership stands at over 112,000 applicants as of December 29, 2024[22]. - Soho House membership fees are approximately $5,200 annually, providing access to all Houses globally[33]. - The Cities Without Houses membership has 12,518 members across 84 cities as of December 29, 2024, with planned openings in Portland, USA (March 2024) and Sao Paulo, Brazil (June 2024)[34]. - Soho Friends membership reached 53,110 members as of December 29, 2024, with an annual fee of approximately $130[34]. - Soho Works has 5,984 members as of December 29, 2024, with membership fees ranging from $200 to $750 per month for Soho House members[36]. - The company increased its total House count to 45 in fiscal 2024, up from 42 in fiscal 2023, with plans for two to three new openings in 2025[42]. - In fiscal 2024, over one million non-member guests visited the Houses, with a goal to convert them into members[45]. - The company plans to expand its presence in new and existing markets, focusing on establishing Houses in key cultural cities and integrating complementary products and services[105]. Financial Performance - The company incurred net losses of $164 million, $130 million, and $223 million in fiscal years 2024, 2023, and 2022, respectively, with an accumulated deficit of $1,540 million as of December 29, 2024[80]. - The company incurred a consolidated net loss of $164 million during fiscal 2024, despite generating positive cash flows from operations of $90 million[103]. - The company is dependent on distributions from subsidiaries to cover taxes and operating expenses, which may be restricted by existing credit facilities[115]. - Inflation could adversely affect the company's financial condition and results of operations, as it may not be able to adjust member pricing accordingly[120]. - The company has an outstanding debt balance of $983 million as of December 29, 2024, which includes Senior Secured Notes and other loans[124]. Operational Strategy - The company has adopted an asset-light development model for new House openings, significantly reducing initial investment costs to $2 million to $8 million[26]. - For openings not following the asset-light model, initial investments are expected to be in the $10 million to $20 million range[26]. - The company continues to explore new openings on a case-by-case basis to balance member experience and optimize returns[25]. - The company has historically invested significantly in opening new Houses and enhancing membership experiences, which may continue to incur higher expenses than anticipated[80]. - The company is exposed to foreign currency exchange rate risk due to operations in non-US countries, particularly the UK, with no current hedging arrangements in place[109]. Market and Competitive Position - The company believes it has a first-mover advantage in the private membership club sector, creating significant barriers to entry for competitors[63]. - The company faces challenges in maintaining and expanding its international operations due to risks such as exchange rate fluctuations and differing protection of intellectual property rights[108]. - The company has experienced significant growth in its business activities, which places demands on its administrative and operational resources[83]. Regulatory and Compliance Risks - The company is subject to extensive environmental, health, and safety regulations across all operating regions, which may impact operational costs and compliance efforts[70]. - The company is subject to regulatory scrutiny regarding data privacy, which may necessitate changes in business operations and incur additional compliance costs[169]. - The company may incur substantial costs due to compliance with privacy laws and potential litigation from privacy-related claims[176]. - The company faces risks related to compliance with the US Foreign Corrupt Practices Act and the UK Bribery Act, which could result in severe penalties if violated[190]. Brand and Reputation - The company’s brand value is critical to attracting and retaining members, and any incidents that damage its reputation could adversely affect its business[86]. - The company has faced brand squatting issues in regions like South America and Asia, complicating trademark registration efforts[93]. - The company has not been able to protect its trademarks in significant jurisdictions such as China and Mexico, which may lead to brand dilution and customer confusion[94]. Technology and Cybersecurity - The reliance on information technology systems is critical, and any failure could harm business operations and reputation[155]. - Cybersecurity risks are a significant concern, with potential for data breaches that could lead to negative publicity and financial impact[159]. - The implementation of new technology systems, such as the Enterprise Resource Planning (ERP), may cause operational disruptions and increased costs[158]. - The complexity of IT systems increases vulnerability to security breaches, which could disrupt business operations and damage customer relationships[168]. Labor and Employment - The company faces risks from unionization efforts, particularly in regions with strong labor rights focus[183]. - The company is subject to various employment laws and may face claims related to employment discrimination and wage-hour issues[184]. - The company may face challenges in hiring qualified employees necessary for compliance with financial reporting regulations, impacting its operational effectiveness[199]. Governance and Control - The Voting Group controls approximately 96.6% of the combined voting power of the outstanding common stock, significantly limiting other stockholders' influence on corporate matters[204]. - The company qualifies as a 'controlled company' under NYSE rules, allowing it to rely on exemptions from certain corporate governance requirements[210]. - Certain directors have affiliations with Yucaipa, which may lead to conflicts of interest affecting the company's business decisions[211].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ______ Commission File No. 1-8625 READING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorpo ...

Government Contracts and Funding Risks - Company relies heavily on U.S. Government contracts, with significant revenue contributions from major defense contractors: Raytheon (36%), Lockheed Martin (24%), and United States Air Force (14%) for 2024[101] - Company faces risks related to government funding, which is subject to congressional budget authorization and may lead to contract terminations or adjustments if appropriations are delayed or reduced[95] - The competitive bidding process poses risks, including unforeseen technological difficulties and cost overruns, which may adversely affect profitability[98] - Loss of small business status could limit eligibility for government contracts and special programs, adversely affecting competitive positioning[116] - The company’s contracts with the U.S. government are subject to the Federal Acquisition Regulation (FAR), which dictates allowable costs for pricing[275] Financial Performance and Position - Revenue for the year ended December 31, 2024 was $81,078,864, a decrease of $5,387,457 or 6.2% compared to $86,466,321 for 2023[160] - Revenue from prime government contracts was $11,677,152, a slight decrease of $164,993 or 1.4% compared to $11,842,145 for 2023[161] - Revenue from government subcontracts decreased by $4,968,232 or 7.1% to $64,704,370 for the year ended December 31, 2024[162] - Cost of sales for the year ended December 31, 2024 was $63,840,803, a decrease of $5,559,890 or 8.0% compared to $69,400,693 for 2023[164] - Gross profit for the year ended December 31, 2024 was $17,238,061, an increase of $172,433 or 1.0% compared to $17,065,628 for 2023[168] - Gross profit margin increased to 21.3% for the year ended December 31, 2024, compared to 19.7% for 2023[168] - Net income for the year ended December 31, 2024 was $3,299,334, a decrease of $13,901,870 or 80.8% compared to $17,201,204 in 2023[174] - Basic earnings per share decreased to $0.26 for the year ended December 31, 2024, down $1.14 or 81.4% from $1.40 in 2023[175] - Working capital increased to $17,122,111 at December 31, 2024, an increase of $1,719,730 or 11.2% from $15,402,381 in 2023[177] - Cash balance increased to $5,490,963 at December 31, 2024, an increase of $396,169 or 7.8% from $5,094,794 in 2023[182] - Total assets decreased to $67,982,002 in 2024 from $74,360,132 in 2023, reflecting a decline of 8.5%[241] - Total liabilities decreased to $42,048,760 in 2024 from $52,278,404 in 2023, a reduction of 19.5%[241] - Shareholders' equity increased to $25,933,242 in 2024 from $22,081,728 in 2023, an increase of 17.5%[241] Internal Controls and Compliance - The company has identified material weaknesses in internal control over financial reporting, leading to multiple restatements of its consolidated financial statements[128] - A settlement with the SEC requires the company to remediate its internal control weaknesses by December 31, 2024, with a potential civil monetary penalty of $400,000 if it fails to comply[129] - Management confirmed that as of December 31, 2024, the company has fully remediated its material weaknesses in internal control over financial reporting[204] - The financial statements present the Company's financial position as of December 31, 2024, in conformity with generally accepted accounting principles[224] - The audit opinion confirms that the financial statements are free of material misstatement, whether due to error or fraud[224] Risks and Liabilities - Company is subject to strict environmental regulations, with potential fines and remediation expenses for non-compliance, impacting financial condition[102] - The company faces potential liability for product failures, and any material product liability not covered by insurance could adversely affect its financial condition[121] - Increased scrutiny regarding environmental, social, and governance (ESG) responsibilities could expose the company to additional costs and impact its liquidity and stock price[122] - The company has exposure to interest rate risk as its borrowing costs are based on the Prime Rate, which can negatively impact profitability[127] Revenue Recognition and Accounting - The Company recognized approximately $80.1 million in revenue over time for the year ended December 31, 2024, from long-term contracts[229] - The revenue recognition method used is based on an input method that reflects the ratio of costs incurred to total estimated costs at completion[229] - The company’s revenue recognition follows ASC 606, recognizing revenue when control of goods or services is transferred to customers[257] - The company utilizes the cost-to-cost input method to measure progress on performance obligations, which reflects the transfer of control to the customer[265] - Income taxes are accounted for under the asset and liability method, recognizing deferred tax assets and liabilities for future tax consequences[293] Operational and Financial Management - The company’s working capital requirements can vary significantly, potentially affecting liquidity and capital resources if cash flows from operations are insufficient[113] - The company has undergone multiple amendments to its Amended and Restated Credit Agreement since March 2016, indicating ongoing financial management[218] - The company maintains an allowance for credit losses on accounts receivable and contract assets, assessed quarterly based on factors such as the age of receivables[278] - The company has right-of-use assets of $2,856,200 and lease liabilities of $3,100,572 as of December 31, 2024, down from $4,740,193 and $5,099,629 in 2023, respectively[284] Miscellaneous - The company has not paid any dividends to date and intends to retain earnings for business operations[145] - As of December 31, 2024, the company has 310,458 securities available for future issuance under equity compensation plans[147] - The effective tax rate for 2024 was 25.7%, compared to an effective tax benefit rate of (346.6%) in 2023[173] - The company reported a decrease in contract liabilities from $5,937,629 in 2023 to $2,430,663 in 2024, a decline of 59.0%[241] - Operating cash flow for 2024 was $3,558,935, compared to $3,928,341 in 2023, a decrease of 9.4%[249] - The company performed its annual impairment assessment of goodwill as of December 31, 2024, concluding that goodwill was not impaired[286] - The company’s long-lived assets were determined not to be impaired as of December 31, 2024, based on expected cash flows[287] - Basic and diluted income per common share for the years ended December 31, 2024 and 2023 were calculated using 116,024 and 160,742 incremental shares, respectively[291] - The company complies with FASB ASC Topic 260 for earnings per share calculations, using the treasury stock method[290]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 No. 001-41368 1847 HOLDINGS LLC (Exact name of registrant as specified in its charter) Delaware 38-3922937 (State or oth ...

Financial Performance - Total revenue for the year ended December 31, 2024, was approximately $4.7 million, a decrease of $1.3 million or 22% compared to 2023[5] - Cost of revenue increased 42% to approximately $6.1 million for the year ended December 31, 2024, driven by higher depreciation and material costs[6] - Gross profit for the year ended December 31, 2024, was a loss of approximately $1.5 million, resulting in a gross profit margin of negative 31%[8] - Net loss for the year ended December 31, 2024, was $17.5 million, compared to a net loss of $14.3 million in 2023, representing a 22% increase in loss[11] - Adjusted EBITDA loss for the year ended December 31, 2024, totaled $12.9 million, a 19% increase in loss compared to the prior year[10] - Selling, general, and administrative expenses for the year ended December 31, 2024, totaled approximately $14.2 million, consistent with the prior year[9] Assets and Funding - Current assets increased by approximately $13.0 million, or 142%, to $22.3 million as of December 31, 2024, primarily due to increased cash balance[13] - The company raised $37 million in funding and ended 2024 with a cash balance of $15.7 million, up from $1.2 million in 2023[3][12] Strategic Initiatives - LizzieSat-3 was launched in March 2025 at a total cost 25% less than LizzieSat-2 and 45% less than LizzieSat-1, demonstrating improved capital efficiency[7] - The company announced a strategic partnership with Reflex Aerospace to enhance its presence in global markets and deliver high-performance solutions[3]

Revenue Performance - Total revenues for the year ended December 31, 2024, decreased by approximately $2.0 million to approximately $11.0 million from approximately $13.0 million in 2023[264]. - Bitcoin mining revenues decreased to approximately $10.4 million for the year ended December 31, 2024, down from $12.3 million in 2023[264]. - Specialty finance revenues for the year ended December 31, 2024, were approximately $444,000, representing a decrease of 19.4% compared to approximately $550,000 in 2023[266]. Bitcoin Mining Operations - The company mined 170.6 Bitcoin in 2024 with an average Bitcoin price of approximately $61,000, compared to 423.4 Bitcoin at an average price of approximately $29,000 in 2023[265]. - Bitcoin mining costs of revenues for 2024 were approximately $7.0 million, or 67% of digital mining revenues, compared to approximately $9.4 million, or 77%, in 2023[268]. - The company generated $10.4 million from Bitcoin mining operations in 2024, down from $12.3 million in 2023, with cash used in operations increasing to approximately $11.9 million in 2024 from $3.4 million in 2023[300]. Financial Position - The company held approximately 150 Bitcoin as of December 31, 2024, with a carrying value of approximately $14.0 million, compared to 95 Bitcoin valued at approximately $3.4 million in 2023[252]. - The company had cash and cash equivalents of $3.4 million and digital assets valued at $14.0 million as of December 31, 2024, an increase from $2.4 million and $3.4 million, respectively, as of December 31, 2023[294]. - The company's total outstanding debt as of December 31, 2024, is $6,751,657, an increase from $567,586 in 2023[303]. Loss and Impairment - The company recorded a net loss attributable to common shareholders of approximately $14.1 million for the year ended December 31, 2024, compared to a net loss of approximately $15.9 million in 2023[263]. - The company incurred a $1.4 million impairment loss on mining equipment for the year ended December 31, 2024, compared to nil for the year ended December 31, 2023[277]. - The company incurred $1,379,375 in impairment loss on mining equipment during 2024[306]. Financing and Interest - The company raised $6.9 million in net proceeds from equity financing transactions during the year ended December 31, 2024, compared to nil in 2023[298]. - The company reported an annualized interest expense of $443,700 for the year ended December 31, 2024[306]. - Annualized interest rates on various financing agreements range from 9.35% to 12%[303]. Other Financial Metrics - Core income before interest, taxes, and depreciation for 2024 was $3,940,771, a significant improvement from a loss of $235,800 in 2023[306]. - The company recognized a gain on the fair value of Bitcoin of $7.4 million for the year ended December 31, 2024, compared to nil for the year ended December 31, 2023[274]. - The company recognized an unrealized loss on investment and equity securities of approximately $1.1 million for the year ended December 31, 2024, compared to an unrealized loss of approximately $9.8 million for the year ended December 31, 2023[282]. Debt Obligations - Minimum required principal payments on the company's debt for 2025 are $386,312 and for 2026 are $6,500,000, totaling $6,886,312[303]. - The company paid $709,000 in principal and financing repayments during the year ended December 31, 2024, compared to $624,000 in 2023[303]. Miscellaneous - The company has no off-balance sheet arrangements[308]. - There are no critical accounting estimates for the year ended December 31, 2024[307].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2024 OR o 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 001-40130 _________________________ Brand Engagement Network Inc. (Exact name of registrant a ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2024 OR o 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 001-40130 _________________________ Brand Engagement Network Inc. (Exact name of registrant a ...

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 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from _____ to _____ Commission File No. 001-34079 Securities registered pursuant to Section 12(b) of the Act: Opus Genetics, Inc. (Exact name of registrant as specified in its c ...