Acquisition and Strategic Initiatives - The Company completed the acquisition of Resource Group US Holdings LLC, marking a strategic shift towards engineered soils and organic recycling [194]. - The acquisition of Resource Group was finalized on June 2, 2025, with a purchase price including $480,000 in promissory notes and 1,500,000 shares of Series A Convertible Preferred Stock [208][218]. - The Company plans to monetize real estate holdings by selling properties with significant value appreciation, reinvesting proceeds into operations [193]. - The Company has entered into joint ventures in Southern Texas to develop sustainable single-family housing, expanding its market presence [193]. Financial Instruments and Capital Raising - As of April 4, 2025, the Company issued $555,555 in convertible debentures to Arena Investors for a purchase price of $500,000, with a 10% interest rate [197]. - The debentures are convertible into common stock at a price of $1.6215 or 92.5% of the lowest VWAP during the ten trading days preceding conversion, with a floor price of $0.90 [198]. - The Company issued a 10% convertible debenture for $172,500 to an institutional investor, reflecting a 10% original issue discount [202]. - The Company entered into a Securities Purchase Agreement on July 29, 2025, raising $560,422 through the sale of 309,691 shares of common stock and warrants [212]. - The Company completed a private placement offering with Arena Investors, raising a total of $10,277,777 through secured convertible debentures and warrants [238]. - The first tranche closed on August 12, 2024, issuing $1,388,888.75 in convertible debentures at a 10% original issue discount, resulting in a purchase price of $1,250,000 [239]. - The second tranche closed on October 25, 2024, issuing $2,222,222 in convertible debentures and warrants for 170,892 shares of common stock [240]. - The third tranche, closed on April 4, 2025, involved $555,555 in convertible debentures sold for $500,000, also at a 10% original issue discount [241]. Financial Performance - The Company generated revenues of $1,402,511 from commissions on residential real estate transactions for the three months ended June 30, 2025, a significant increase of $1,360,349 compared to $42,162 for the same period in 2024, primarily due to the acquisition of Resource Group [220]. - Total payroll and related expenses for the three months ended June 30, 2025, were $685,975, an increase of $90,330 from $595,645 in the same period of 2024, attributed to increased payroll following the Resource acquisition [221]. - General and administrative expenses surged to $1,611,549 for the three months ended June 30, 2025, compared to $216,829 in 2024, reflecting a rise of $1,394,720 due to higher professional fees related to being a public company [223]. - The Company reported a net loss of $5,723,955 for the three months ended June 30, 2025, compared to a net loss of $1,968,791 for the same period in 2024 [219]. - Bad debt expense for the three months ended June 30, 2025, was $3,025,000, a significant increase from $0 in the same period of 2024, due to uncertainties regarding the collectability of the Cumberland note receivable [224]. - For the six months ended June 30, 2025, the Company incurred a net loss of $7,903,950, compared to a net loss of $5,036,463 for the same period in 2024 [237]. Cash Flow and Financial Position - The Company had cash of $403,086 as of June 30, 2025, compared to $296,202 as of December 31, 2024, indicating a need for additional financing to continue operations [237]. - Cash provided by operating activities was $313,418 for the six months ended June 30, 2025, compared to cash used of $1,270,494 for the same period in 2024, reflecting a decrease in cash used of $1,583,912 [242]. - Investing activities generated $358,796 in cash during the six months ended June 30, 2025, a significant increase from cash used of $30,820 in the same period in 2024 [243]. - Financing activities resulted in cash used of $496,893 for the six months ended June 30, 2025, compared to cash provided of $1,322,316 in the same period in 2024 [244]. - The Company had no material off-balance sheet arrangements as of June 30, 2025 [245]. Risks and Future Outlook - The Company faces risks related to its limited operating history and potential inability to manage growth effectively [187]. - The Company expects to incur increasing losses in the future, raising substantial doubt about its ability to continue as a going concern [237]. - The Company has elected to take advantage of the extended transition period under the JOBS Act for complying with new or revised accounting standards [248]. - The Company remains classified as an emerging growth company until certain revenue or market value thresholds are met [249][250]. Dividend Policy - The Company does not intend to pay dividends on common stock, relying on stock price appreciation for shareholder returns [188]. Property Management - The Company is evaluating strategies to manage its property portfolio while supporting the growth of Resource Group [195]. Debt Management - The outstanding principal balance of Arena Debentures increased from $1,874,723.51 to $1,921,092.60, reflecting a 2.5% increase due to a waiver agreement [206].
SG DevCo(SGD) - 2025 Q2 - Quarterly Report