Financial Performance - The company reported a net loss of $194,603 for the three months ended March 31, 2025, compared to a net income of $264,330 for the same period in 2024, indicating a significant decline in performance[15]. - The basic and diluted net loss per non-redeemable ordinary share was $(0.10) for the three months ended March 31, 2025, compared to $(0.08) for the same period in 2024, showing a deterioration in per-share performance[15]. - For the three months ended March 31, 2025, the net loss was $194,603, compared to a net income of $264,330 for the same period in 2024[162]. - Total formation and operating costs decreased to $246,600 for the three months ended March 31, 2025, from $368,252 in the same period of 2024, representing a reduction of approximately 33%[162]. - Interest earned on investments held in the Trust Account was $78,971 for the three months ended March 31, 2025, down from $653,885 in the same period of 2024, a decline of approximately 88%[162]. Assets and Liabilities - As of March 31, 2025, total assets amounted to $9,147,903, a slight increase from $9,037,873 as of December 31, 2024, reflecting a growth of approximately 1.22%[13]. - Total current liabilities increased to $7,851,717 as of March 31, 2025, up from $7,547,084 as of December 31, 2024, representing an increase of about 4.03%[13]. - The company had a total shareholders' deficit of $(10,736,481) as of March 31, 2025, compared to $(10,417,716) as of December 31, 2024, reflecting an increase in deficit of about 3.06%[13]. - The Company had a working deficit of $7,848,981 as of March 31, 2025[62]. - The outstanding amount under Working Capital Loans reached $1,408,200 for Convertible Promissory Note 1 and $115,037 for Convertible Promissory Note 2 as of March 31, 2025[65]. IPO and Trust Account - The company completed its IPO on April 11, 2022, raising gross proceeds of $82,500,000 from the sale of 8,250,000 units at $10.00 per unit[25]. - The Company deposited a total of $84,150,000 into the Trust Account following the IPO on April 11, 2022, and has since made additional deposits to extend the business combination deadline[26]. - As of March 31, 2025, the Trust Account holds $9,145,167 solely in cash in an interest-bearing demand deposit account[59]. - The Company incurred $5,105,315 in transaction costs related to the IPO, including $1,650,000 in underwriting fees and $2,887,500 in deferred underwriting fees[200]. - The Company plans to use funds in the Trust Account to complete the Business Combination and for working capital to finance operations of the target business[59]. Business Combination and Targets - The company has identified Semnur Pharmaceuticals, Inc. as a potential target for a business combination[23]. - The total consideration for the merger with Semnur Pharmaceuticals, Inc. is $2,500,000,000, payable in New Semnur Common Shares[49]. - The Company extended the deadline for consummating a business combination from October 11, 2023, to July 11, 2024, with potential monthly extensions[26]. - The Company has extended the combination period through December 11, 2025, as per the amendment to the Merger Agreement with Semnur[50]. - The Company will cease operations and redeem public shares if it fails to complete a business combination within the specified time frame[40]. Shareholder Activity - On October 11, 2023, shareholders redeemed approximately $40.5 million (about $10.92 per share) from the Trust Account, leaving 4,537,829 public shares outstanding[29]. - On July 10, 2024, shareholders redeemed approximately $43.4 million (about $11.47 per share) from the Trust Account, resulting in 751,837 public shares outstanding[31]. - On April 11, 2025, shareholders redeemed 708,098 public shares for approximately $8.6 million, resulting in a pro rata payment of about $12.17 per share[164]. - Following redemptions, the Company had 43,739 public shares outstanding as of April 11, 2025[164]. Compliance and Regulatory Issues - The Company received a notice from Nasdaq on October 2, 2024, indicating non-compliance with the MVLS Rule and Total Assets Rule, requiring a minimum MVLS of $50 million[76]. - The Company was unable to regain compliance with Nasdaq Listing Rules by March 31, 2025, leading to the delisting of its securities on April 16, 2025[78]. - The Company entered into an amendment to the Merger Agreement on April 16, 2025, extending the timeframe to complete a business combination through December 11, 2025[79]. Future Outlook and Concerns - Management believes the Company will not have sufficient working capital to meet its needs through the consummation of the initial Business Combination[72]. - The Company has raised concerns regarding its ability to continue as a going concern through December 11, 2025, if a Business Combination is not consummated[73]. - The Company may need additional financing to complete the business combination or due to obligations to redeem public shares, which may involve issuing additional securities or incurring debt[208].

Financial Performance - The company reported a net loss of $194,603 for the three months ended March 31, 2025, compared to a net income of $264,330 for the same period in 2024, indicating a significant decline in performance[15]. - The basic and diluted net loss per non-redeemable ordinary share was $(0.10) for the three months ended March 31, 2025, compared to $(0.08) for the same period in 2024, showing a deterioration in earnings per share[15]. - For the three months ended March 31, 2025, the net loss was $194,603, compared to a net income of $264,330 for the same period in 2024[162]. - The Company had a working deficit of $7,848,981 as of March 31, 2025[62]. - Total formation and operating costs decreased to $246,600 for the three months ended March 31, 2025, from $368,252 in the same period of 2024, representing a reduction of approximately 33%[162]. - Interest earned on investments held in the Trust Account was $78,971 for the three months ended March 31, 2025, a significant decrease from $653,885 in the same period of 2024[162]. Assets and Liabilities - As of March 31, 2025, total assets amounted to $9,147,903, a slight increase from $9,037,873 as of December 31, 2024, reflecting a growth of approximately 1.22%[13]. - Total current liabilities increased to $7,851,717 as of March 31, 2025, up from $7,547,084 as of December 31, 2024, representing an increase of about 4.03%[13]. - The company had a total shareholders' deficit of $(10,736,481) as of March 31, 2025, compared to $(10,417,716) as of December 31, 2024, indicating an increase in deficit of about 3.06%[13]. - As of March 31, 2025, the Trust Account held $9,145,167 solely in cash, intended for the Business Combination[59]. - As of March 31, 2025, the Company had cash of $2,736 outside of the Trust Account[60]. IPO and Business Combination - The company completed its IPO on April 11, 2022, raising gross proceeds of $82,500,000 from the sale of 8,250,000 units[25]. - The Company deposited a total of $84,150,000 into the Trust Account following the IPO on April 11, 2022[26]. - The Company has identified Semnur Pharmaceuticals, Inc. as a potential target for a business combination[23]. - The Company plans to extend the deadline for consummating a business combination from April 11, 2025, to December 11, 2025, with provisions for monthly extensions[34]. - The Company entered into a new Merger Agreement with Semnur Pharmaceuticals on August 30, 2024, with a total consideration of $2,500,000,000[48][49]. - The Merger Agreement stipulates that Semnur's equity value is set at $2,500,000,000, with shares converted based on an Exchange Ratio[183]. Shareholder Actions and Redemptions - On October 11, 2023, shareholders redeemed approximately $40.5 million (about $10.92 per share) from the Trust Account, leaving 4,537,829 public shares outstanding[29]. - As of July 10, 2024, shareholders redeemed approximately $43.4 million (about $11.47 per share) from the Trust Account, resulting in 751,837 public shares remaining[31]. - On April 11, 2025, shareholders redeemed 708,098 public shares for approximately $8.6 million, resulting in a pro rata payment of about $12.17 per share[164]. - Following redemptions, the Company had 43,739 public shares outstanding as of April 11, 2025[164]. Compliance and Regulatory Issues - The Company received a notice from Nasdaq on October 2, 2024, indicating non-compliance with the MVLS Rule and Total Assets Rule, requiring a minimum MVLS of $50 million[76]. - The Company was notified on April 2, 2025, that it had not regained compliance with Nasdaq Listing Rules and faced delisting[78]. - The Company was unable to regain compliance with Nasdaq Listing Rules by March 31, 2025, leading to the delisting of its securities on April 16, 2025[172]. Financing and Debt - The Company issued a convertible promissory note totaling up to $180,000 to the Sponsor on July 10, 2024, with an initial balance of $15,037[32]. - The outstanding amount under Working Capital Loans reached $1,408,200 for Convertible Promissory Note 1 and $115,037 for Convertible Promissory Note 2 as of March 31, 2025[65]. - The Company has accrued interest expense of $91,764 related to the Working Capital Loans as of March 31, 2025[136]. - The outstanding principal balance of the convertible promissory note held by FutureTech was $1,275,000 as of March 31, 2025[191]. Future Outlook and Concerns - The Company has raised concerns regarding its ability to continue as a going concern through December 11, 2025, if a Business Combination is not consummated[72]. - Management believes there may not be sufficient working capital to meet needs through the consummation of the initial business combination[206]. - The Company may need to obtain additional financing to complete the business combination or due to obligations to redeem public shares[208].

Financial Performance - The company had a net loss of $405,712 for the three months ended March 31, 2025, primarily due to operating and formation costs of $411,373, VAT and surcharges of $5,269, and Chinese income tax of $67,477, partially offset by interest earned on investments of $78,407[198]. - For the three months ended March 31, 2024, the company reported a net income of $32,539, consisting of interest earned on investments of $541,076, offset by operating and formation costs of $461,331, VAT and surcharges of $36,360, and Chinese income tax of $10,846[199]. - As of March 31, 2025, the company reported a net loss of $405,712, with net cash used in operating activities amounting to $123,717[203]. Business Combination Plans - The company has not engaged in any operations or generated revenues to date, with activities focused on organizational tasks and identifying a target company for a business combination[197]. - The company expects to incur significant costs in pursuing acquisition plans and cannot assure the success of completing a business combination[175]. - The company entered into a Business Combination Agreement with Youlife on May 17, 2024, involving a merger that will result in Youlife becoming a wholly-owned subsidiary of Pubco[185]. - The company has entered into Shareholder Support Agreements with shareholders holding approximately 69.1% of Youlife's outstanding shares to support the Business Combination[194]. - The company has agreed not to withdraw funds from the trust account to pay for any Chinese income tax prior to the closing of an initial business combination[181]. Shareholder Actions and Extensions - As of November 10, 2023, shareholders approved an extension allowing the company to consummate a business combination until November 18, 2024, with 3,018,308 ordinary shares redeemed for a total of $31.9 million[178]. - On November 14, 2024, shareholders approved a second extension, allowing the company to consummate a business combination until November 18, 2025, with 3,229,522 ordinary shares redeemed for a total of $36.3 million[180]. - The company extended the deadline for completing a business combination to November 18, 2025, with shareholders redeeming 3,229,522 ordinary shares for a total of $36.3 million[208]. Financial Position and Trust Account - Following the IPO and the sale of private units, a total of $70.38 million was placed in the trust account, with transaction costs amounting to $4.37 million[202]. - As of March 31, 2025, the trust account held investments valued at $7.60 million, including $762,428 of interest income[211]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025[218]. Capital Raising and Financial Assistance - The company issued a First Extension Note for up to $360,000 to the sponsor, with monthly installments of $30,000 until November 18, 2024, for public shares not redeemed[179]. - The company issued the Second Extension Note for up to $360,000 to the sponsor, with $120,000 outstanding as of March 31, 2025[210]. - The company may need to raise additional capital to complete a business combination, with potential loans convertible into units at $10.00 per unit[213]. - The company has engaged I-Bankers to assist with potential business combinations, agreeing to pay a cash fee of 4.0% of the gross proceeds of the IPO, totaling $2.76 million[220]. Accounting Standards and Concerns - The company has determined that there is substantial doubt about its ability to continue as a going concern for at least one year from the issuance of the financial statements[217]. - The fair value of public rights at issuance amounted to $3,305,100[227]. - The fair value of public warrants at issuance was $1,104,000, while representative warrants had a fair value of $12,075[229]. - The FASB issued ASU Topic 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid[230]. - ASU 2023-07, effective December 31, 2024, mandates annual and interim disclosures of significant segment expenses and other segment items[231]. - Management does not anticipate that the adoption of ASU 2023-09 will materially impact financial statements and disclosures[230]. - Management believes that no other recently issued accounting standards will have a material effect on financial statements if adopted[232].

Business Operations and Strategy - As of December 31, 2024, SPAR Group has exited operations in Mexico, Brazil, South Africa, China, Japan, and India, now focusing solely on the United States and Canada [25]. - The company aims to grow its core business, introduce or acquire new services, and invest in technology to achieve top-line growth and expanded margins [34]. - SPAR Group operates through three divisions: Americas, Asia Pacific (APAC), and Europe, Middle East and Africa (EMEA), with a strategic exit from all international joint ventures [38]. - The company provides six principal types of services, including Merchandising and Marketing, Category Management and Setup, and Fulfillment and Distribution [41]. - SPAR Group's strategy includes testing new ideas and services, particularly in digital, e-commerce, and AI, to meet evolving market demands [36]. - The company continues to evaluate its business model in light of changing client requirements and regulatory environments [56]. - The Company’s business model depends on the continued outsourcing of merchandising and marketing services, which may be impacted by retailers choosing to perform these services internally [74]. Financial Performance - Consolidated net revenues for the year ended December 31, 2024, were $196.8 million, a decrease of $65.9 million or 25.1% compared to $262.7 million in 2023, primarily due to the sale of all international joint ventures [148]. - The Americas net revenues decreased by $26.5 million or 13.0% to $177.2 million in 2024, impacted by the sale of the Brazilian joint venture, although there was an 11% revenue growth in the United States and 15% in Canada [149]. - Asia-Pacific net revenues fell by $13.2 million or 53.9% to $11.3 million in 2024, due to the exit of all joint ventures in the region [150]. - EMEA net revenues decreased by $26.3 million or 76.1% to $8.3 million in 2024, attributed to the exit of the South African joint venture [151]. - Selling, general and administrative expenses were approximately $37.3 million or 18.9% of net revenue in 2024, compared to $43.7 million or 16.6% in 2023, including $5.5 million related to strategic alternatives and joint venture sales [156]. - Consolidated Adjusted EBITDA for 2024 was $6.65 million, down from $12.97 million in 2023, with Adjusted EBITDA attributable to SPAR Group, Inc. at $5.62 million compared to $9.94 million in 2023 [145]. - The company's interest expense increased to $2.2 million in 2024 from $1.9 million in 2023, due to higher debt balances [161]. - Net income attributable to SPAR Group, Inc. was a loss of $3.2 million in 2024, compared to a profit of $3.9 million in 2023 [146]. - The Company reported a net cash used in operating activities of $(0.7) million for the year ended December 31, 2024, compared to net cash provided by operating activities of $6.8 million for 2023, primarily due to the sale of Brazil & South Africa [180]. Internal Controls and Compliance - The Company identified material weaknesses in its internal controls as of December 31, 2024, which resulted in errors in revenue, expense, and account reconciliations [94]. - Management identified two material weaknesses in internal control over financial reporting as of December 31, 2024, affecting the accuracy of revenue, expense, and account reconciliations [202]. - The company is focused on designing and implementing effective internal control measures to improve financial reporting reliability [205]. - Management's evaluation concluded that disclosure controls and procedures were not effective due to material weaknesses [199]. - The company is actively developing a remediation plan to address identified material weaknesses in its internal controls, but the timeline for completion is uncertain [95]. Market and Competitive Landscape - The merchandising and marketing services industry is expected to continue growing, driven by the need for retailers to enhance physical store relevance amid increasing digital competition [31]. - The marketing services industry is highly competitive, with the Company focusing on breadth and quality of client services as key competitive factors [58]. - The Company faces risks from potential economic downturns that could significantly reduce revenues, particularly from key clients in retail and manufacturing [70]. Shareholder and Stock Information - The Majority Stockholders beneficially own approximately 46.6% of the SGRP Common Stock, which could influence corporate governance and decision-making [101]. - The market price of SGRP Common Stock fluctuated from $0.95 to $3.12 per share during the year ended December 31, 2024, indicating significant volatility [89]. - The Company repurchased 1,000,000 shares under the 2024 Stock Repurchase Program on May 3, 2024, following the completion of the 2022 program [90]. - The company has never declared or paid any cash dividends on its common stock and does not anticipate doing so in the foreseeable future [128]. Human Resources and Executive Management - The Company employed approximately 3,425 individuals as of December 31, 2024, including 249 full-time and 730 part-time employees in the Americas Division [55]. - The company’s business performance is closely tied to the experience and retention of key executives, which is critical for long-term success [99]. - Phantom Stock Unit Grants were issued to key executives, including Antonio Calisto Pato and William Linnane, effective April 3, 2023 [221]. - A Change of Control Severance Agreement was established with Antonio Calisto Pato on February 28, 2023, enhancing executive retention strategies [222]. Technology and Innovation - SPAR Group's technology, SPARView, is designed to optimize merchandising and marketing services, providing clients with detailed insights and enhancing operational efficiency [37]. - The Company incurred costs of $1.0 million for the maintenance and development of its global technology systems in both 2024 and 2023 [54]. - The company implemented a new ERP system effective January 1, 2025, aimed at improving internal controls and reducing manual adjustments [205]. Risk Management - The Company is at risk of liquidity constraints due to potential violations of covenants in its credit facilities, which could adversely affect its financial condition [96]. - The Company relies on third-party vendors for telecommunication services, which poses risks related to service disruptions and cybersecurity breaches [87]. - The company carries insurance to protect against potential losses from cybersecurity incidents, but coverage may not be sufficient [114]. - The company did not encounter any material cybersecurity incidents during the fiscal year 2024, nor did it incur notable expenses as a result [115].

Financial Results - OS Therapies Incorporated reported financial results for Q1 2025, ending March 31, 2025[5] - A press release detailing the financial results was issued on May 16, 2025[5] - The financial results include key metrics that will be detailed in the attached press release (Exhibit 99.1)[6] - The report does not provide specific financial figures or performance metrics in the current document[5] Company Classification and Focus - The company is classified as an emerging growth company under the Securities Act[3] - The company is focused on clinical-stage cancer immunotherapy and ADC biotechnology[5] Company Information - The company is headquartered in Grasonville, Maryland[2] - The trading symbol for OS Therapies Incorporated is OSTX, listed on NYSE American[2] Regulatory Compliance - The report is filed under Section 13 or 15(d) of the Securities Exchange Act of 1934[1] - The document is signed by Paul A. Romness, President and CEO, confirming the report's authenticity[13]

Financial Performance - Revenues for the three months ended March 31, 2025, were $6,927,469, representing an increase of 20.2% compared to $5,764,074 for the same period in 2024[19] - Gross profit for the same period was $1,419,071, a significant improvement from a gross loss of $464,407 in Q1 2024[19] - The net loss for the three months ended March 31, 2025, was $1,296,242, compared to a net loss of $19,271,787 in the same period of 2024, indicating a substantial reduction in losses[21] - For the three months ended March 31, 2025, the net loss was $1,296,242, a significant improvement compared to a net loss of $19,271,787 for the same period in 2024, indicating a reduction in losses by approximately 93.3%[25] - The company reported a basic net income (loss) per share of $(0.03) for Q1 2025, compared to $(0.46) for Q1 2024[19] Operating Expenses and Cash Flow - Operating expenses decreased to $2,574,575 in Q1 2025 from $18,416,332 in Q1 2024, reflecting a reduction of approximately 86%[19] - The company reported net cash used in operating activities of $601,134 for the three months ended March 31, 2025, compared to $6,400,294 for the same period in 2024, showing a reduction in cash outflow by approximately 90.6%[25] - Cash and cash equivalents at the end of the period were $596,251, down from $4,929,781 at the end of the same period in 2024, reflecting a decrease of approximately 87.9%[28] - The company had a cash balance of $873,919 at the end of March 2025, compared to $5,286,291 at the end of March 2024, indicating a decrease of approximately 83.5%[28] Assets and Liabilities - Total current assets increased to $21,552,478 as of March 31, 2025, up from $20,949,859 as of December 31, 2024[16] - Total liabilities rose to $54,465,830 as of March 31, 2025, compared to $53,708,833 as of December 31, 2024, marking an increase of approximately 1.4%[16] - The accumulated deficit increased to $(104,882,547) as of March 31, 2025, from $(103,586,305) as of December 31, 2024[16] - Total stockholders' deficit was $(15,874,405) as of March 31, 2025, compared to $(15,078,942) as of December 31, 2024[16] Revenue Recognition - The company recognizes revenue from EPC services over time, with revenue measured based on actual costs incurred compared to total estimated costs[85] - For solar energy and battery storage system sales, revenue is recognized over time as control transfers to the customer, starting at installation[92] - The company uses cost-based input methods for revenue recognition, reflecting the relationship between actual costs incurred and total estimated costs[95] - The company recognizes revenue from product sales at the point of transfer of control, typically upon shipment or delivery[101] - For energy sold under Power Purchase Agreements (PPAs), revenue is recognized based on the volume of energy delivered and the price stated in the PPA[104] Customer and Market Insights - The company did not generate any revenue from its China segment since 2021, with all revenue for the three months ended March 31, 2025, coming from the United States segment[31] - The company has not entered into new loans since early 2020, with revenues primarily derived from its existing loan portfolio[106] - The company has no customers accounting for 10% or more of revenues for the three months ended March 31, 2025, indicating a diversified customer base[182] Warranty and Liabilities - The Company provides a 25-year workmanship warranty for solar and battery systems sold in the U.S., covering installation defects[67] - The warranty for LED products ranges from one year for labor to up to seven years for certain products sold to governmental municipalities[70] - The warranty liability balance at the end of the period was $2,163,579, up from $2,087,698 at the end of the previous year, reflecting an increase in warranty provisions[179] Stock and Compensation - The company reported stock-based compensation of $17,210,288 in the prior year, which was not present in the current year, indicating a significant change in compensation structure[25] - The chief executive officer's annual salary for 2025 is $760,062, reflecting an increase from $737,924 in 2024[197] - The company recognized a compensation cost of $17.2 million related to stock options for the three months ended March 31, 2024, due to the completion of its initial public offering[209] Future Outlook and Concerns - Management is focused on expanding the customer base for commercial solar installations in the United States and negotiating the exchange of approximately $6.0 million of related party loans for convertible notes[41] - There is substantial doubt regarding the Company's ability to continue as a going concern within one year from the date of the financial statements due to recurring operating losses and negative cash flows[42] - The Company did not have any agreements or negotiations for its China segment as of March 31, 2025, and may require additional capital in the future[42]

Revenue and Payments - The company received a non-refundable upfront payment of $2.5 million in 2019 under the EF License Agreement and is eligible for milestone payments of up to $16 million based on regulatory achievements [874]. - As of December 31, 2023, the company had long-term deferred revenues of $2.5 million related to the Nolazol product candidate, which will be recognized upon completion of development services and regulatory approval in Latin America [874]. - The EF License Agreement with Eurofarma will be terminated effective September 30, 2024, with the company recognizing $2.5 million as other income due to this termination [875]. - The company’s revenue recognition follows ASC 606, which requires the identification of promised goods or services and the measurement of transaction prices [872]. Pension and Tax Liabilities - As of December 31, 2024, the company has no net pension-related liability or associated pension expense recognized on its balance sheet, as all obligations related to the prior pension plan have been settled [876]. - The company incurs tax loss carryforwards generating deferred tax assets, but a full valuation allowance is recognized as it is not likely that the tax benefits can be realized [877]. - The company has a single fully insured collective pension plan, with no active employees participating as of December 31, 2024 [876]. Foreign Currency Exposure - Approximately 59.3% of the company's expenses for the year ended December 31, 2024, were denominated in CHF, 6.4% in EUR, and 0.1% in GBP, indicating significant foreign currency exposure [865]. - Changes of 5.0% and 10.0% in the U.S. dollar/CHF exchange rate would have increased/decreased operating expenses by 3.0% and 6.0%, respectively [865]. - The company does not hedge its foreign currency exchange risk but may consider formal currency hedging transactions in the future [867].

Financial Position - As of March 31, 2025, total assets amounted to $70,559,648, a slight increase from $70,064,740 as of December 31, 2024[9][11] - Current liabilities increased to $291,651 from $269,335, primarily due to an increase in other payables and accrued expenses[11] - The Company had cash of $364,776 and working capital of $197,396 as of March 31, 2025[29] - The Trust Account balance was $70,070,601 as of March 31, 2025, compared to $69,344,530 as of December 31, 2024[40] - As of March 31, 2025, the company had cash of $364,776 and working capital of $197,396[123] Income and Earnings - The company reported a net income of $472,592 for the three months ended March 31, 2025, compared to a net loss of $3,106 for the same period in 2024[12] - Basic and diluted net income per share for ordinary shares was $0.077 for the three months ended March 31, 2025[12] - For the quarter ended March 31, 2025, the company reported a net income of $472,592 compared to a net loss of $3,106 for the same period in 2024[43] - The basic and diluted net income per share for the quarter ended March 31, 2025, was $0.077, while for the same period in 2024, it was a net loss of $0.028 per share[43] - For the three months ended March 31, 2025, the company reported a net income of $472,592, with $726,071 earned from interest on investments held in the Trust Account, offset by formation and operating costs of $253,479[121] IPO and Financing - The company generated total gross proceeds of $60,000,000 from its IPO, with an additional $9,000,000 from the over-allotment option[19] - Total transaction costs related to the IPO amounted to $1,844,819, including $1,035,000 in underwriting commissions[20] - The company completed its IPO on November 18, 2024, selling 6,000,000 units at $10.00 per unit, generating gross proceeds of $60,000,000[65] - The underwriters exercised an over-allotment option, purchasing an additional 900,000 units for gross proceeds of $9,000,000[66] - The total proceeds from the IPO and related transactions amounted to $69,000,000, which were placed in the Trust Account[146] Business Combination - The company has not yet commenced any operations and will not generate operating revenues until after completing a Business Combination[17] - The initial Business Combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the Trust Account[22] - The company has not selected any potential Business Combination target or initiated substantive discussions with any prospects as of March 31, 2025[16] - The Company entered into a Business Combination Agreement with SL Science Holding Limited on May 9, 2025[28] - The Company must deposit $690,000 into the Trust Account for each three-month extension of the Business Combination period, up to a total of $1,380,000[27] Going Concern and Risks - The Company has incurred a net loss and expects to continue facing substantial doubt about its ability to continue as a going concern[30] - Management has raised substantial doubt about the company's ability to continue as a going concern if a Business Combination is not completed by November 18, 2025[128] - The company has no commitments in place to receive financing and there is no assurance that capital raising plans will be successful[30] - The company has no long-term debt or significant off-balance sheet financing arrangements as of March 31, 2025[130] Accounting and Compliance - The company is currently assessing the impact of new accounting standards but does not expect a material impact on its financial statements[64] - The company has not identified any critical accounting estimates that could significantly affect its financial statements[132] - The company is assessing the impact of ASU 2024-03, which requires disaggregated disclosure of certain costs and expenses, effective after December 15, 2026[134] - There have been no changes in internal control over financial reporting that materially affected the company during the quarter ended March 31, 2025[140] - The company’s disclosure controls and procedures were evaluated as effective as of the end of the quarter ended March 31, 2025[138] Shareholder Information - As of March 31, 2025, the company had 6,900,000 ordinary shares subject to possible redemption, with a redemption value of $70,070,601[70] - The fair value of investments held in the Trust Account increased from $69,344,530 as of December 31, 2024, to $70,070,601 as of March 31, 2025[54] - The weighted-average shares outstanding increased from 2,180,000 in 2024 to 6,900,000 in 2025, reflecting the impact of the IPO[43] - The Company has authorized 10,000,000 preferred shares, but none have been issued as of March 31, 2025[91] - As of March 31, 2025, there were 7,113,500 rights outstanding, with 6,900,000 publicly traded[99] Related Party Transactions - The amount due to related party for formation and IPO expenses was $254,484 as of March 31, 2025[79] - The Company has a promissory note agreement with the Sponsor for up to $500,000 to cover expenses related to the Proposed Public Offering, but no amount has been drawn as of March 31, 2025[78] - The Sponsor purchased 200,000 Initial Private Placement Units at $10.00 each, totaling $2,000,000, and an additional 13,500 units for $135,000[72] Administrative and Operational Costs - The Company has agreed to pay $10,000 per month for administrative support services until the initial Business Combination is completed[84] - The Company incurred significant professional costs and expects to continue incurring transaction costs in pursuit of a Business Combination[29] - The company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs[120] - The company has incurred significant professional costs related to remaining a publicly traded entity and pursuing the Business Combination[127]

Financial Position - As of March 31, 2025, total assets amounted to $70,559,648, a slight increase from $70,064,740 as of December 31, 2024[9][11] - Current liabilities increased to $291,651 from $269,335, primarily due to an increase in other payables and accrued expenses[11] - The Trust Account had a balance of $70,070,601 as of March 31, 2025, compared to $69,344,530 as of December 31, 2024, indicating an increase of approximately 2.5%[40] - The total assets held in the Trust Account were valued at $70,070,601 as of March 31, 2025, compared to $69,344,530 as of December 31, 2024[54] - The company has cash of $364,776 and working capital of $197,396 as of March 31, 2025[29] - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025[129][130] Income and Earnings - The company reported a net income of $472,592 for the three months ended March 31, 2025, compared to a net loss of $3,106 for the same period in 2024[12] - Basic and diluted net income per share for ordinary shares was $0.077 for the three months ended March 31, 2025[12] - For the three months ended March 31, 2025, the company reported a net income of $472,592, with $726,071 earned from interest on investments held in the Trust Account, offset by formation and operating expenses of $253,479[121] - The basic and diluted net income per share for the quarter was $0.077, while the same period in 2024 reported a basic and diluted net loss per share of $(0.028)[43] IPO and Financing - The company generated total gross proceeds of $60,000,000 from its IPO, with an additional $9,000,000 from the over-allotment option[19] - Total transaction costs related to the IPO amounted to $1,844,819, including $1,035,000 in underwriting commissions[20] - The company intends to use substantially all net proceeds from the IPO, totaling $69,000,000, to acquire a target business and cover related expenses[124] - The company completed its IPO on November 18, 2024, issuing 6,000,000 Units at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000[144] - An over-allotment option was exercised, resulting in the sale of an additional 900,000 Units for gross proceeds of $9,000,000[144] - A private placement of 200,000 Units to the Sponsor at $10.00 per Unit generated total proceeds of $2,000,000[145] - The total proceeds from the IPO and related transactions amounted to $69,000,000, which were placed in the Trust Account[146] Business Combination - The company has not yet commenced any operations and will not generate operating revenues until after completing a business combination[17] - The company has not selected any potential business combination targets as of the reporting date[16] - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the Trust Account[22] - The Company will proceed with a Business Combination if it has net tangible assets of at least $5,000,001 upon consummation[26] - The Company has entered into a Business Combination Agreement with SL Science Holding Limited, which includes two mergers[28] - If the Company cannot complete a Business Combination within 12 months (or up to 18 months if extended), it will cease operations and redeem public shares[26] - The Company has entered into a Business Combination Agreement with SL Bio Ltd., which is expected to result in the company becoming a wholly-owned subsidiary of PubCo[109] - The Business Combination with SL Bio is anticipated to be listed and traded on the Nasdaq Stock Market LLC following its consummation[109] Operational Concerns - The Company incurred a net loss and expects to continue incurring significant professional costs to remain publicly traded, raising substantial doubt about its ability to continue as a going concern[29] - Management has raised substantial doubt about the company's ability to continue as a going concern if the Business Combination is not completed by November 18, 2025[128] - The ongoing global conflicts may materially and adversely affect the Company's ability to consummate a Business Combination[31] - The company has no commitments in place for financing and there is no assurance that capital raising plans will be successful[30] Shareholder Information - As of March 31, 2025, the company had 6,900,000 ordinary shares subject to possible redemption, with a redemption value of $70,070,601, up from $69,344,530 as of December 31, 2024[70] - The company recognized an accretion of carrying value to redemption value of $726,071 for the quarter ended March 31, 2025[70] - The company has classified its redeemable ordinary shares as temporary equity, reflecting the guidance in ASC Topic 480[45] - The company has authorized 10,000,000 preferred shares, but none have been issued as of March 31, 2025[91] - The company has 490,000,000 ordinary shares authorized, with 2,180,000 shares issued and outstanding as of March 31, 2025, excluding 6,900,000 shares subject to possible redemption[96] Legal and Compliance - The company is not currently involved in any material litigation or legal proceedings that could adversely affect its financial condition[142] - There have been no changes in internal control over financial reporting that materially affected the company during the quarter ended March 31, 2025[140] - The company has not identified any critical accounting estimates that could significantly affect reported financial results[132] - The company believes that other recently issued accounting standards will not have a material effect on its financial statements[135] - The company is assessing the impact of ASU 2024-03, which requires disaggregated disclosure of certain costs and expenses, effective after December 15, 2026[134]

Financial Performance - Total Revenues for Q4 2024 increased by 29.3% (or $13.3 million) to $58.6 million compared to $45.3 million in Q4 2023[8] - Operating Income improved from a loss of $7.0 million in Q4 2023 to a positive Operating Income of $1.5 million in Q4 2024[8] - Net Loss decreased from $12.4 million in Q4 2023 to $2.2 million in Q4 2024, driven by improved cinema and real estate revenue[8] - Adjusted EBITDA for Q4 2024 improved by 250.5% to $3.4 million from a negative adjusted EBITDA of $2.2 million in Q4 2023[8] - Full Year 2024 Total Revenues decreased by 5.5% to $210.5 million from $222.7 million in 2023[9] - Operating loss for 2024 was $14,033, compared to a loss of $12,031 in 2023[29] - Net loss attributable to Reading International, Inc. was $35,301 in 2024, compared to a loss of $30,673 in 2023[29] - Basic and diluted earnings per share for 2024 were both $(1.58), compared to $(1.38) in 2023[29] - Total segment revenue for the year ended December 31, 2024 was $210,527, a decrease of 5% from $222,744 in 2023[31] - Adjusted EBITDA for the year ended December 31, 2024 was $7,757, compared to $2,113 in 2023[33] Revenue Breakdown - Global cinema revenue for 2024 decreased by 6.0% to $195.1 million, impacted by the Hollywood strikes[13] - Global Real Estate Division revenues increased by 1% to $20.0 million in 2024, with operating income rising to $4.7 million[12] - In Q4 2024, global cinema revenue increased by 30% to $54.6 million, with operating income rising 191.1% to $3.8 million[13] - Cinema revenues decreased by 6% to $195,130 in 2024 from $207,641 in 2023[29] - Real estate revenues increased by 2% to $15,397 in 2024 from $15,103 in 2023[29] Cash and Liabilities - As of December 31, 2024, cash and cash equivalents were $12.3 million, with total outstanding bank borrowings of $202.7 million[17] - Total current assets increased to $57,042 in 2024 from $38,710 in 2023[30] - Total liabilities decreased to $475,801 in 2024 from $500,055 in 2023[30] Future Outlook - The company anticipates stronger performance in 2025 with the release of highly anticipated titles such as Disney's Lilo & Stitch and Mission Impossible: The Final Reckoning[10] EBITDA Insights - EBITDA is used by the company as a measure of financial performance and value, commonly adopted in the cinema exhibition and real estate industries[37] - The company believes that EBITDA is valuable for investors to assess cash generation ability and to compare with peers in the same industry[37] - EBITDA is not a measurement under generally accepted accounting principles and should not be considered in isolation from net income or cash flow data[38] - The exclusion of interest, taxes, depreciation, and amortization limits the usefulness of EBITDA in assessing financial performance[39] - Adjusted EBITDA is calculated by excluding certain external items not reflective of core business costs, such as legal expenses from extraordinary litigation[41]