Financial Results - Longevity Health Holdings, Inc. announced preliminary unaudited financial results for Q1 2025, with specific figures to be finalized later[7]. Merger Details - The company is in the process of a proposed merger with 20/20 Biolabs, Inc., with expectations of operational synergies and revenue growth post-merger[10]. - The anticipated closing of the merger is subject to stockholder approval and other conditions, with no specific date provided[10]. - The company is preparing to file relevant materials with the SEC regarding the merger, including a Form S-4 and Proxy Statement[14]. - The merger is expected to impact the ownership structure of the combined company, with adjustments to the exchange ratio possible[10]. - Management is addressing potential unknown liabilities that may arise post-merger[11]. Risks and Considerations - Risks associated with the merger include potential delays in approvals and the ability to maintain Nasdaq listing[10]. - The company emphasizes the importance of reading the SEC filings for detailed information regarding the merger[14]. - Investors are encouraged to monitor updates as the company navigates the merger process and its implications for future operations[10]. Product Development - The company is focused on launching and commercializing new products, which is expected to enhance its market position[10].

Financial Performance - CAVA's revenue for the sixteen weeks ended April 20, 2025, was $328,482,000, representing a 28.2% increase from $256,290,000 in the same period of 2024[65] - Net income for the sixteen weeks ended April 20, 2025, was $25,707,000, an increase of 83.7% compared to $13,993,000 in the prior year[78] - Adjusted EBITDA for the period was $44,850,000, up from $33,317,000, reflecting an increase of 34.4%[65] - Revenue for the sixteen weeks ended April 20, 2025, was $331.8 million, an increase of 28.1% compared to $259.0 million for the same period in 2024[89] - Adjusted EBITDA for the same period was $44.9 million, up 34.5% from $33.3 million in the prior year[89] - Net income margin improved to 7.7% for the sixteen weeks ended April 20, 2025, compared to 5.4% in the same period of 2024[89] Restaurant Expansion - The number of CAVA restaurants increased to 382 from 323, with 15 new openings during the period[65] - The company opened 73 new CAVA restaurants during or subsequent to the sixteen weeks ended April 21, 2024, contributing to increased revenue and expenses[81] Cost and Expenses - CAVA's food, beverage, and packaging costs increased by 33.3% to $96,224,000, primarily due to new restaurant openings and input costs[71] - General and administrative expenses rose by 22.3% to $41,394,000, reflecting increased operational costs[78] - The increase in general and administrative expenses was primarily due to investments for future growth and higher equity-based compensation[80] - Restaurant-level profit margin was 25.1%, slightly down from 25.2% in the prior year[65] Digital Revenue and Guest Traffic - CAVA same restaurant sales growth was 10.8%, driven by a 7.5% increase in guest traffic and a 3.3% increase from menu price and product mix[72] - CAVA's digital revenue mix accounted for 38.0% of total revenue, up from 37.0% in the previous year[65] Cash Flow and Investments - Cash and cash equivalents decreased to $289.4 million as of April 20, 2025, down from $366.1 million as of December 29, 2024[92] - Net cash provided by operating activities was $38.6 million for the sixteen weeks ended April 20, 2025, a slight increase of 0.5% from $38.4 million in the prior year[93] - Net cash used in investing activities rose significantly to $115.8 million, an increase of 243.9% compared to $33.7 million in the same period of 2024[93] Tax and Future Outlook - The effective income tax rate for the sixteen weeks ended April 20, 2025, was a benefit of 26.3%, significantly higher than the prior year's rate of 1.8%[85] - The company believes that cash provided by operating activities and existing cash on hand will be sufficient to meet anticipated cash requirements for the next twelve months[91] - The company plans to continue expanding its restaurant footprint and enhancing its product offerings to drive future growth[61]

Financial Performance - Consolidated revenue for Q1 2025 declined by 4% to $12.6 million from $13.2 million in Q1 2024, with Commercial revenue rising 28% while Residential revenue fell by 3% due to seasonality[8] - Sales for the three months ended March 31, 2025, were $12,636,638, a decrease of 4.4% compared to $13,219,197 in the same period of 2024[19] - Gross profit decreased to $4,431,325, down 7.8% from $4,805,448 year-over-year[19] - Operating loss for the quarter was $2,167,348, slightly improved from a loss of $2,182,954 in the prior year[19] - Net loss attributable to common shareholders was $3,496,432, compared to a loss of $10,119,988 in the same quarter of 2024, indicating a significant reduction in losses[19] - Basic and diluted net loss per share was $106.71, reflecting the reverse stock split adjustments[19] - Adjusted EBITDA for the quarter was $(1,464,215), an improvement from $(1,509,570) in the prior year[25] Cost Management - SG&A expenses decreased by 9% to $6.0 million from $6.6 million, reflecting cost optimization measures implemented in 2024[8] - Total operating expenses decreased to $6,598,673, down from $6,988,402 year-over-year, showing a reduction in costs[19] - Interest expense declined by 25% to $0.6 million from $0.8 million, demonstrating management's commitment to debt repayment[8] - Interest expense decreased to $571,240 from $764,870, indicating improved financing conditions[25] Debt and Liquidity - Total debt decreased by 51% to $9.2 million from $19.1 million at December 31, 2024, significantly improving the company's financial position[8] - Cash and cash equivalents increased to $1.4 million from $0.8 million at December 31, 2024, indicating enhanced liquidity[8] Future Outlook - The company expects total sales for 2025 to be between $65 million and $70 million, representing a projected increase of 14% to 23% from $56.9 million in 2024[12] - Adjusted EBITDA is projected to be between $0.5 million and $0.7 million, a significant improvement from an Adjusted EBITDA loss in 2024[12] - Future outlook includes continued focus on cost management and potential market expansion strategies[21] Business Development - SUNation's Commercial backlog rose more than 30% compared to the same period last year, driven by various projects in development with institutional partners[3] - The company plans to expand its Service and Maintenance business in the New York metro region, targeting homeowners with orphaned solar systems[4] - SUNation has secured $20 million in aggregate gross proceeds through a securities purchase agreement with institutional investors, enhancing its capital structure[8]

Financial Position and Performance - The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) effective for accounting periods beginning January 1, 2024[22]. - The company has incurred substantial debt, which could impair flexibility and access to capital, adversely affecting financial position[39]. - The company has a history of losses from operations and negative cash flows from operating activities, which may continue in the future[39]. - The company expects to require future additional capital to continue as a going concern[39]. - The company incurred net losses of US$31.8 million and US$24.0 million for the years ended December 31, 2024 and 2023, respectively, with negative cash flows from operating activities of US$4.2 million and US$11.6 million[57]. - The company has a history of negative cash flows from operating activities, raising concerns about its ability to continue as a going concern[58]. - As of December 31, 2024, the total indebtedness was approximately US$101.6 million, with a senior secured term loan outstanding amount of US$75.5 million[62]. - The anticipated annual cash interest expense on US$84.9 million variable rate debt at the current rate of approximately 12.75 percent would be approximately US$10.8 million[72]. - The company incurred an increase in indebtedness of US$9.4 million to US$84.9 million between January 2025 and May 2025[71]. - The company expects to need additional capital in the future, and market conditions may hinder access to funding[59]. Business Strategy and Operations - The company’s long-term success depends on the successful development and commercialization of new products, particularly in the biosensor area[39]. - The transformation plan initiated in April 2024 aims to improve financial performance through cost-saving initiatives, including consolidating manufacturing and outsourcing[81]. - The company plans to reduce costs by changing suppliers and negotiating new deals, as well as simplifying internal operations[82]. - The company made several acquisitions in 2024, including biosensor assets from Waveform and Metabolomic Diagnostics, aiming to expand into maternal health and oncology markets[85]. - The company is facing potential civil claims from the DOJ related to approximately US$4.0 million in first-round PPP loans, with possible treble damages up to US$5.5 million if claims are pursued[90]. - The company may need to raise capital through debt or equity offerings to fund operations and obligations[65]. - The company may encounter difficulties in realizing the potential financial or strategic benefits of recent business acquisitions[39]. - The company is monitoring the impact of geopolitical events, such as the Israel-Hamas and Russia-Ukraine wars, on market conditions and financing availability[59]. Regulatory and Compliance Risks - The company is subject to regulatory risks, including potential delays in obtaining FDA approvals, which could negatively impact product commercialization[51]. - The company’s inclusion in national HIV testing algorithms is critical for sales, and legal challenges to these algorithms could adversely affect business[55]. - The company faces significant competition in the diagnostics industry, with major competitors including Abbott, Roche, and Siemens, which could impact market share and revenues[45]. - The company is subject to regular tax reviews and audits, and disagreements with tax authorities could lead to additional tax liabilities, impacting financial condition[138]. - Changes in the U.S. tax code could significantly affect the company's profitability and the valuation of deferred tax assets and liabilities[139]. - The company is subject to ongoing and extensive post-market regulatory requirements, impacting manufacturing, labeling, and marketing[166]. - Regulatory compliance costs are increasing, and failure to maintain necessary approvals could hinder the ability to market products[157]. - The process for obtaining FDA clearance or approval for medical devices is lengthy and costly, with no assurance of timely approval[159]. - The company is subject to increased scrutiny from the U.S. Department of Justice regarding interactions with healthcare providers, which could lead to investigations and additional compliance costs[189]. Market and Economic Conditions - Changes in global economic conditions may have a material adverse impact on the company's results[39]. - Global trade issues and uncertainties may adversely affect the company's costs and competitiveness, impacting financial results[73]. - The ongoing uncertainty regarding international trade and tariffs poses a risk to the company's cost of goods sold and supply chain stability[100]. - Global economic conditions, including the invasion of Ukraine and the Israel-Hamas war, have increased market volatility and uncertainty, potentially impacting demand for products[111]. - The company has seen disruptions to ordering patterns and demand for its rapid HIV tests due to changes in U.S. government funding, with an estimated 15-20% cut in overall U.S. government spending for development-related programs[49]. Research and Development - The company incurred capitalized R&D expenses of US$10.9 million in 2024, significantly higher than US$1.8 million in 2023 and US$4.5 million in 2022, indicating a strong commitment to R&D following the acquisition of biosensor technology[91]. - Future liquidity and capital requirements will depend on the success of research and product development efforts, particularly in biosensor technology[84]. - The company expects to incur significantly higher R&D costs due to the acquisition of biosensor technology, impacting future financial performance[91]. - The company faces challenges in conducting clinical trials, which are necessary for product approvals, and delays or failures in these trials could adversely affect business prospects[144]. Supply Chain and Manufacturing Risks - Significant interruptions in production at principal manufacturing facilities could adversely affect business and operating results[39]. - The company relies on third-party suppliers for critical components, and disruptions in supply chains could adversely affect manufacturing and sales[98]. - The company experienced interruptions in international supply chains in 2024, which may continue to affect production and fulfillment schedules[114]. - The company faces risks related to manufacturing interruptions, including reliance on third-party manufacturers and potential compliance issues[116][117]. Intellectual Property and Competition - The company holds several active patents, but there is no assurance that these patents will provide sufficient protection against competitive threats or that future patent applications will be successful[197]. - Trade secrets and confidential know-how are critical to the company's success, but there is no guarantee that proprietary information will remain protected[200]. - The diagnostic industry faces prevalent litigation over intellectual property rights, which could lead to costly disputes and limit product sales[205]. - As the diagnostics market grows, the company may face increased patent infringement claims from third parties[206]. - Defending against infringement claims could divert significant resources and lead to substantial litigation expenses[207]. Management and Governance - Approximately 9.6% and 12.5% of the voting share capital is owned by affiliates of Perceptive Credit Holdings III, LP and MiCo IVD Holdings, LLC, respectively, which may influence management decisions[42]. - The company is highly dependent on its senior management team and key employees, and the loss of these individuals could adversely affect operations[43]. - Changes in senior management, including the appointment of a new CEO and CFO, could impact operational effectiveness and results[125][126]. - Ownership concentration by MiCo (12.5%) and Perceptive (9.6%) may influence management decisions and deter favorable transactions for other shareholders[213][214]. Cybersecurity and Data Privacy - Cybersecurity risks, including potential data breaches, could disrupt operations and compromise sensitive data, impacting financial condition and reputation[128][129]. - Compliance with evolving data privacy and cybersecurity regulations may result in significant costs and operational changes for the company[133]. Environmental, Social, and Governance (ESG) Considerations - Increasing scrutiny regarding Environmental, Social, and Governance (ESG) policies may impose additional costs and risks, potentially affecting access to capital[143].

Investment Performance - Investment income for the three months ended March 31, 2025, was $5,965, a decrease from $32,045 in the same period of 2024, primarily due to a decline in accrued interest[139]. - Net investment loss before taxes for the three months ended March 31, 2025, was $(113,218), a significant decrease from a net investment income of $2,815,472 in the same period of 2024[142]. - The fair value of the investment portfolio decreased to approximately $0.7 million as of March 31, 2025, down from approximately $1.1 million as of December 31, 2024[135]. - Net unrealized depreciation on total investments decreased by $110,240 during the three months ended March 31, 2025[145]. - The net decrease in net assets resulting from operations for the three months ended March 31, 2025, was $(223,458), compared to $(1,092,451) for the same period in 2024[147]. Operating Expenses - Operating expenses for the three months ended March 31, 2025, totaled approximately $119,183, compared to $(2,783,427) in the same period of 2024, with significant components including management fees of $7,378 and professional fees of $54,330[140]. - The company may experience losses if management fees and other operating expenses exceed interest income on cash holdings[167]. Investment Strategy - The portfolio composition as of March 31, 2025, included 54.1% in Exchange-Traded/Money Market Funds and 24.9% in Advanced Materials[137]. - The company invests at least 80% of its net assets in technology companies, defined as those deriving at least 50% of revenues from the information technology or cleantech sectors[133]. - The company is required to invest at least 70% of total assets in qualifying assets, including securities of private or micro-cap public U.S. companies[132]. - The company invests in small companies, and its investments in these companies are considered speculative in nature, subject to legal or contractual restrictions on resale[166]. Financial Obligations and Reserves - The company has no contractual obligations or off-balance sheet arrangements that require disclosure[150][151]. - As of March 31, 2025, a portion of the company's assets was invested in cash and/or cash equivalents, which are expected to earn low yields[167]. - The company holds cash reserves to avoid dilution in future financings and to invest additional capital into existing portfolio companies[168]. Accounting and Valuation - The company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the cost basis of the investment[156]. - The values assigned to the company's assets are based on available information and may differ significantly from amounts ultimately realized[165]. - The company believes that the impact of recently issued accounting standards that are not yet effective will not have a material impact on its financial statements upon effectiveness[157]. Market Conditions - Changes in valuation of investments in privately-held companies may be volatile, with potential for significant fluctuations in value[163]. - Inflation has not had a significant effect on the company's results of operations in the reporting periods presented[158]. - The company is required to distribute substantially all of its net realized gains to stockholders on an annual basis[169].

Financial Performance - The company had a net income of $559,864 for the three months ended March 31, 2025, primarily from interest earned on cash and marketable securities held in the trust account of $672,811[174]. - For the three months ended March 31, 2024, the company reported a net income of $2,534,872, with interest earned on cash and marketable securities amounting to $2,276,486[175]. Trust Account and Cash Holdings - As of March 31, 2025, the company had cash and marketable securities in the trust account totaling $85,688,408, which included approximately $23,288,612 of interest income[184]. - Following the First Extension Charter Amendment, approximately $172.4 million remained in the trust account after 7,129,439 Class A ordinary shares were redeemed at a price of approximately $10.86 per share[165]. - After the Second Extension Charter Amendment, approximately $83,770,196 remained in the trust account after 8,620,849 Class A ordinary shares were redeemed at a price of approximately $11.55 per share[167]. - As of March 31, 2025, the company had $85,688,408 in cash and marketable securities held in the trust account for business combination completion[193]. Business Operations and Strategy - The company has not engaged in any operations or generated revenues to date, with activities limited to identifying a target company for a business combination[173]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination[184]. Financing and Debt - The sponsor loaned the company $4,600,000 at no interest, which may be repaid or converted into sponsor loan warrants[178]. - The company issued unsecured promissory notes totaling $1,800,000 on November 6, 2023, to fund extension payments for the business combination period[188]. - The sponsor deposited $150,000 in the trust account in November 2024, December 2024, January 2025, February 2025, and April 2025 to extend the business combination period[191]. - The company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2025[195][196]. - The company has no borrowings under any working capital loans as of March 31, 2025[186]. Expenses and Liabilities - The company has incurred expenses related to being a public company, including legal and financial reporting costs, as well as due diligence expenses[173]. - The deferred underwriting commission from the initial public offering amounts to $11,500,000, contingent upon the consummation of the initial business combination[197]. - The company has a working capital deficit of $3,682,958 as of March 31, 2025[193]. Shareholder Matters - All 15,870,561 Class A ordinary shares are subject to redemption, classified as temporary equity at redemption value[204]. - The company has engaged a legal advisor for services related to the initial business combination, with fees contingent upon success[198]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern due to liquidity conditions[192].

Financial Performance - The company reported a net income of $559,864 for the three months ended March 31, 2025, primarily from interest earned on cash and marketable securities held in the trust account [174]. - As of March 31, 2025, the trust account held cash and marketable securities totaling $85,688,408, including approximately $23,288,612 of interest income [184]. - The company generated total gross proceeds of $230,000,000 from its initial public offering, with transaction costs amounting to $16,804,728 [177][179]. - The deferred underwriting commission from the initial public offering amounts to $11,500,000, contingent upon the consummation of the initial business combination [197]. Shareholder Activity - Shareholders redeemed 7,129,439 Class A ordinary shares for approximately $77.4 million at a redemption price of $10.86 per share following the First Extension Charter Amendment [165]. - Following the Second Extension Charter Amendment, shareholders redeemed 8,620,849 Class A ordinary shares for an aggregate amount of $99,613,642 at a redemption price of approximately $11.55 per share [167]. - All 15,870,561 Class A ordinary shares are subject to redemption and are presented at redemption value as temporary equity [204]. Business Operations - The company has not engaged in any operations or generated revenues to date, focusing solely on identifying a target company for a business combination [173]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing an initial business combination [161]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination and for working capital to finance operations of the target business [184]. Financial Position - The company has cash held outside the trust account of $81,252 available for working capital needs [185]. - As of March 31, 2025, the company had $85,688,408 in cash and marketable securities held in the trust account for business combination completion [193]. - The company has a working capital deficit of $3,682,958 as of March 31, 2025 [193]. - The company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2025 [195][196]. - The company has no borrowings under any working capital loans as of March 31, 2025 [186]. Funding and Financial Support - The company issued an unsecured promissory note to the sponsor for $2,400,000 in connection with the Second Extension Charter Amendment [168]. - The company issued unsecured promissory notes totaling $1,800,000 on November 6, 2023, to fund extension payments for the business combination period [188]. - The sponsor deposited $150,000 in the trust account in November 2024, December 2024, January 2025, February 2025, and April 2025 to extend the business combination period [191]. Legal and Advisory Services - The company has engaged a legal advisor for services related to the initial business combination, with fees contingent upon successful completion [198]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern due to liquidity conditions [192].

Revenue Growth - In 2024, the company's total revenue increased to US$70.31 million, driven by a 167.4% year-over-year growth in the Model-as-a-Service (MaaS) business, which contributed 73.0% of total revenue[405]. - The Hua Zang LLM generated US$28.99 million in revenue, reflecting a 257.9% year-over-year increase, underscoring its significance in enterprise applications[412]. - Revenue from the MaaS segment surged to USD 51.32 million in 2024, accounting for 73.0% of total net revenue, compared to 32.4% in 2023[443]. - The company generated USD 40.88 million from the sale of cloud platform products in 2024, which is 58.1% of total revenue[444]. - Revenue from technology development services increased by 207.5% from US$7.84 million in 2023 to US$24.11 million in 2024, driven by US$10.4 million from MaaS contracts[457]. - Revenue from sales of hardware products increased significantly from US$0.08 million in 2023 to US$1.40 million in 2024, attributed to the successful launch of AI-powered smart glasses[460]. - Revenue from cloud platform products decreased by 13.0% from US$47.01 million in 2023 to US$40.88 million in 2024, attributed to timing-related factors in contract renewals[456]. Financial Performance - The company's net losses narrowed to US$14.55 million in 2024, a significant improvement from the US$27.01 million net loss reported in 2023[412]. - The gross profit margin improved to 68.3% in 2024, up from 66.6% in 2023, with gross profit amounting to USD 48.05 million[441]. - Selling expenses decreased to USD 3.32 million in 2024, representing 4.7% of total revenue, compared to 7.7% in 2023[441]. - General and Administrative Expenses (G&A) increased by 25.2% year-over-year to US$22.94 million in 2024, driven by one-time charges including bad debt provisions and workforce restructuring costs[421]. - Research and Development (R&D) investment decreased by 33.8% year-over-year to US$34.66 million in 2024, primarily due to the completion of the Hua Zang LLM's pre-training phase[414]. - The company reported net revenue of USD 70.31 million for the year ended December 31, 2024, representing a 18.5% increase from USD 59.17 million in 2023[441]. Cost Management - The cost of revenues for 2024 was USD 22.26 million, which is 31.7% of total net revenue, down from 33.4% in 2023[441]. - Cost of revenues increased by 12.8% from US$19.74 million in 2023 to US$22.26 million in 2024, driven by higher cloud hosting service fees and material costs[461]. - General and administrative expenses increased by 420.5% from US$4.41 million in 2023 to US$22.94 million in 2024, primarily due to increased allowance for credit losses[464]. - Selling expenses decreased by 27.0% from US$4.55 million in 2023 to US$3.32 million in 2024, due to reduced staff costs and marketing expenses[463]. Future Outlook - The company aims to deliver over 10,000 units of AI-powered smart glasses in 2025, focusing on the North American market[417]. - The tAIkbox AI customer service solution is set to launch in Q1 2025, designed to enhance operational efficiency across various industries[418]. - The company anticipates bringing the G&A-to-revenue ratio below 15% in 2025 through sustainable cost controls[421]. - The company plans to explore B2C market potential and expand into overseas markets to enhance growth opportunities[432]. Cash Flow and Financing - The company raised approximately US$10 million through registered offerings to support general corporate purposes and strategic initiatives[408]. - Net cash used in operating activities was US$15.14 million in 2024, compared to a net loss of US$14.55 million, with significant adjustments including US$13.45 million in non-cash items[501]. - Net cash provided by financing activities amounted to US$15.84 million in 2024, mainly from US$34.05 million in short-term bank borrowings[506]. - In 2023, net cash provided by financing activities was US$36.47 million, driven by US$34.40 million from the issuance of ordinary shares upon IPO[507]. Market and Economic Factors - Foreign exchange fluctuations may impact profit margins as the company derives revenue in RMB, with potential adverse effects from RMB appreciation against USD[439]. - The company does not hedge against currency risk, which may affect financial results reported in U.S. dollar terms[758]. - Inflation has not had a material effect on the company's business, but significant inflationary pressures could harm financial condition and operating results[765]. - The company is not currently exposed to interest rate risk as it does not own interest-bearing instruments[761]. - Seasonality does not materially affect the company's business or operational results[763]. Customer and Supplier Concentration - The largest customer accounted for 20.4%, 29.3%, and 22.4% of total revenue for the years ended December 31, 2022, 2023, and 2024, respectively[756]. - The top five customers contributed 58.4%, 69.7%, and 49.9% of total revenue for the years ended December 31, 2022, 2023, and 2024, respectively[756]. - Purchases from the top three suppliers represented 66.8%, 73.2%, and 39.6% of total purchases for the years ended December 31, 2022, 2023, and 2024, respectively[757].

Acquisition and Ownership - Brera Holdings acquired approximately 38% of the Italian Serie B football club Juve Stabia as of December 2024, with plans to increase ownership to 51.73% by March 2025[281]. - The company acquired 90% of Fudbalski Klub Akademija Pandev in North Macedonia, rebranding it as Brera Strumica FC, which participates in major UEFA competitions[272]. - Brera Holdings established Brera Tchumene FC in Mozambique, which was promoted to the First Division for Mozambique (Mocambola) for the 2024 season[272]. - Brera Holdings plans to increase the share capital of Juve Stabia by an aggregate amount of €4,500,000 as part of its acquisition strategy[281]. - The company aims to create a "Global Sports Group" portfolio, acquiring top-division football and other sports teams in emerging markets[279]. Financial Performance - Revenue for the year ended December 31, 2024, was €2,886,118, representing an increase of €1,738,626 or 152% compared to €1,147,492 in 2023[294]. - The largest revenue streams for 2024 included sponsorships (€1,494,815), player transfers (€406,988), consulting (€275,000), and media rights (€243,000)[294]. - Operating loss for 2024 was €5,556,040, an increase of €184,873 or 3% compared to €5,371,167 in 2023[299]. - Net loss for 2024 was €5,048,861, an increase of €137,196 or 3% from €4,911,665 in 2023[304]. - Income from grants and donations rose by €219,731 or 65% to €556,580 in 2024, attributed to increased grants received by subsidiary FKAP[300]. Cash Flow and Capital - Cash and cash equivalents as of December 31, 2024, were €1,531,994, down from €2,293,518 in 2023[306]. - Net cash used in operating activities was €3,121,362 for 2024, an increase of €702,838 from €2,418,524 in 2023[318][319]. - The company had net cash provided by financing activities of €2,677,144 in 2024, a significant decrease from €6,364,969 in 2023[318][322]. - The company completed a private placement offering in December 2024, selling 545,000 Series A Preferred Shares for total gross proceeds of $2,725,000 (approximately €2,622,966)[308]. - The company completed a private placement offering, selling 731,400 Series A Preferred Shares at $5.00 per share, generating total gross proceeds of $3,657,000[314]. Expenses and Liabilities - General and administrative expenses increased by €1,801,950 or 28% to €8,219,732 in 2024, primarily due to increased business activity and full-year expenses from major subsidiaries[298]. - Finance costs surged by €68,700 or 1,755% to €72,614 in 2024, mainly due to interest on lease liabilities and long-term debt[301]. - The company incurred a net loss of €5,048,861 for the year ended December 31, 2024, compared to a net loss of €4,911,665 in 2023, reflecting an increase of €137,196[312][319]. - The company’s future contractual obligations total €1,241,048 as of December 31, 2024, primarily related to operating lease commitments and contingent considerations[323]. Market and Growth Opportunities - The global football market is projected to grow from $1.8 billion in 2019 to $3.8 billion by 2027, indicating significant growth opportunities for Brera Holdings[274]. - The FENIX Trophy, a non-professional pan-European football tournament, expanded to twelve clubs for the 2023-2024 season, with plans for sixteen clubs in the 2024-2025 tournament[276]. - The company is focused on bottom-up value creation from undervalued sports clubs and talent, with future revenues expected from consulting opportunities and tournament prizes[280]. Risks and Legal Matters - The company is currently not involved in any material legal proceedings or claims[327]. - The company is exposed to market risks including interest rate risk and foreign currency exchange risk, with a focus on minimizing potential adverse effects on financial performance[470]. - Two customers accounted for 23% of the company's total revenue for the year ended December 31, 2024, indicating a concentration risk[478].

Financial Performance - Total revenues for Q1 2025 were $246,385, a 43.6% increase from $171,535 in Q1 2024[24] - Service revenues increased significantly to $115,476 in Q1 2025 from $2,938 in Q1 2024[24] - Operating loss for Q1 2025 was $5,521,720, improved from a loss of $8,384,504 in Q1 2024[24] - Net loss attributable to VolitionRx stockholders for Q1 2025 was $5,423,759, compared to $8,367,388 in Q1 2024[24] - The net loss for the three months ended March 31, 2025, was $5,476,627, a 35% improvement compared to a net loss of $8,472,005 in the same period in 2024[162] - The company's net loss was $5.5 million, a decrease of approximately $3.0 million compared to a net loss of $8.5 million for the three months ended March 31, 2024[172] Cash and Liquidity - Cash and cash equivalents decreased to $2,600,342 as of March 31, 2025, down from $3,264,429 at the end of 2024[21] - The company experienced a net cash used in operating activities of $4,298,018 in Q1 2025, an improvement from $8,342,384 in Q1 2024[30] - As of March 31, 2025, the company had cash and cash equivalents of $2.6 million and an accumulated deficit of $235.0 million[48] - The company has determined there is substantial doubt about its ability to continue as a going concern without further financing[173] - The company plans to seek additional capital through the sale of debt or equity securities, which may dilute existing stockholders' ownership[175] Expenses and Cost Management - Research and development expenses for Q1 2025 were $2,607,444, down from $4,629,527 in Q1 2024[24] - Total operating expenses reduced to $5.8 million for the three months ended March 31, 2025, down from $8.6 million in the same period in 2024, reflecting a 33% decrease[162][164] - General and administrative expenses decreased to $2.2 million from $2.3 million, a decline of about 2.2% for the three months ended March 31, 2025, compared to the same period in 2024[167] - Sales and marketing expenses decreased to $0.9 million from $1.7 million, a decrease of approximately 46.1% for the three months ended March 31, 2025, compared to the same period in 2024[169] - The company continues to exercise tight cost controls to conserve cash, including directors and employees exchanging part of their fees for RSUs[50] Stock and Financing Activities - The company raised $2,384,654 from issuances of common stock in Q1 2025, compared to $15,733 in Q1 2024[30] - The company raised net proceeds of $2.3 million from the issuance of 4,102,723 shares at an offering price of $0.55 per share in March 2025[67] - In August 2024, the company raised net proceeds of $6.4 million from the sale of 9,170,000 shares and warrants, with a combined offering price of $0.55 per share[68] - The Company entered into a Capital On DemandTM Sales Agreement to sell shares of common stock with an aggregate offering price of up to $7.5 million[128] - The Company entered into a Securities Purchase Agreement with Lind Global Asset Management for $6,250,000 in funding, issuing a Senior Secured Convertible Promissory Note of $7,500,000 and a warrant for 13,020,834 shares at $0.672 per share[150] Assets and Liabilities - Total current liabilities increased to $8,273,099 as of March 31, 2025, compared to $7,790,747 at the end of 2024[21] - The company reported a total stockholders' deficit of $29,026,675 as of March 31, 2025, compared to $26,107,736 at the end of 2024[23] - The total balance for long-term debt payable was $6,394,857, with $1,065,503 due in 2025 and $3,220,798 due in 2028[105] - The total property and equipment as of March 31, 2025, was $9.76 million, with a net value of $4.35 million after accumulated depreciation[55] Research and Development - The company launched the Nu.Q® Vet Cancer Test in the UK and Ireland in November 2023 and in Japan in July 2024, expanding its market presence[148][149] - The company received a $10 million upfront payment from Heska for exclusive rights to sell the Nu.Q® Vet Cancer Test for companion animals, with potential additional milestone payments[144] - The number of full-time equivalent personnel in the research and development division decreased by 14 to 52 compared to the prior year period[165] Internal Controls and Compliance - The company identified a material weakness in its internal controls over financial reporting and is actively working on remediation plans[187] - The company has no known legal proceedings that it believes will have a material adverse effect on its financial position[115]