Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025 ☐ 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: 0-26680 OLD MARKET CAPITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) (State or Other Jurisdict ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025 ☐ 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: 0-26680 OLD MARKET CAPITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) (State or Other Jurisdict ...

1601 Dodge St., Suite 3350 Omaha, NE 68102 Old Market Capital Contact: Charles Krebs, CFO NASDAQ: OMCC FOR IMMEDIATE RELEASE Ph # (531) 867-3496 Website: www.oldmarketcapital.com Exhibit 99.1 (Unaudited, In Thousands) | | September 30, | | | | | --- | --- | --- | --- | --- | | | 2025 | | March 31, 2025 | | | Total assets | $ | 81,068 | $ | 77,672 | | Total liabilities | | 15,167 | | 10,652 | | Redeemable noncontrolling interests | | 12,117 | | 13,880 | | Total shareholders' Equity | | 53,784 | | 53,140 | Th ...

FOR IMMEDIATE RELEASE Ph # (531) 867-3496 Website: www.oldmarketcapital.com Exhibit 99.1 1601 Dodge St., Suite 3350 Omaha, NE 68102 Old Market Capital Contact: Charles Krebs, CFO NASDAQ: OMCC Old Market Capital Announces 2nd Quarter Fiscal Year 2026 Results November 14, 2025 – Omaha, Nebraska – Old Market Capital Corporation (NASDAQ: OMCC) (the "Company", "we", "our") announced its financial results for the three months ended September 30, 2025, in connection with filing its Quarterly Report on Form 10-Q wi ...

IPO and Financial Overview - The company completed its Initial Public Offering (IPO) on November 4, 2024, raising gross proceeds of $172,500,000 from the sale of 17,250,000 Public Units at $10.00 each[112]. - The company incurred total fees of $10,113,129 related to the IPO, including a cash underwriting fee of $3,450,000 and a deferred fee of $6,037,500[120]. - The company has not generated any operating revenues to date and has only engaged in organizational activities and IPO-related activities since its inception[117]. Financial Position - As of September 30, 2025, the company reported a net income of $1,732,107, primarily from interest earned on marketable securities held in the Trust Account[118]. - The Trust Account held approximately $180,109,893 in marketable securities as of September 30, 2025, including $7,609,893 of interest income[122]. - As of September 30, 2025, the company had working capital of $959,617 and cash of $949,601 outside the Trust Account[121]. Business Combination and Liquidation - The company has until November 4, 2026, to complete a Business Combination, or it will liquidate and redeem Public Shares[115]. - The company has a mandatory liquidation date of November 4, 2026, raising substantial doubt about its ability to continue as a going concern if a Business Combination is not completed[127]. - The Sponsor, directors, and officers waived their rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed within the Combination Period[135]. Working Capital and Loans - The company may seek Working Capital Loans from the Sponsor or affiliates to fund working capital deficiencies, with up to $1,500,000 convertible into units of the post-Business Combination entity[129]. - The holders of Founder Shares and other securities are entitled to registration rights, allowing them to demand registration for resale up to three times[134]. Accounting and Reporting - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[139]. - Net income (loss) per Ordinary Share is calculated using the two-class method, allocating net income (loss) pro rata to different classes of shares[140]. - Recent accounting standards require public entities to disclose significant segment expenses and other segment items regularly provided to the Chief Operating Decision Maker (CODM)[141]. - ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, with early adoption permitted[141]. - Management does not anticipate any recently issued accounting standards to materially affect the financial statements[142]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[143]. Administrative Expenses - The company incurred $30,000 and $90,000 in administrative support fees for the three and nine months ended September 30, 2025, respectively[130].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on November 4, 2024, raising gross proceeds of $172,500,000 from the sale of 17,250,000 Public Units at $10.00 each[112]. - The company incurred total fees of $10,113,129 related to the IPO, which included a cash underwriting fee of $3,450,000 and a deferred fee of $6,037,500[120]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,732,107, primarily from interest earned on marketable securities held in the Trust Account[118]. - As of September 30, 2025, the company had approximately $180,109,893 in marketable securities held in the Trust Account, including $7,609,893 of interest income[122]. - As of September 30, 2025, the company had working capital of $959,617 and cash of $949,601 outside the Trust Account to fund ongoing operations[121]. - The company has not generated any operating revenues to date and has only engaged in organizational activities and evaluating acquisition candidates since its inception[117]. Business Combination and Obligations - The company has until November 4, 2026, to complete a Business Combination, or it will liquidate and redeem Public Shares[115]. - The company has a contractual obligation to pay $10,000 per month for administrative support until the completion of the Business Combination or liquidation[130]. - The company may seek Working Capital Loans from the Sponsor or affiliates to fund working capital deficiencies related to the Business Combination[129]. Shareholder Rights and Equity - The holders of Founder Shares and other securities are entitled to registration rights, allowing them to demand registration for resale up to three times[134]. - The Sponsor, directors, and officers waived their rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed within the Combination Period[135]. - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[139]. - Net income (loss) per Ordinary Share is calculated using the two-class method, allocating net income (loss) pro rata to different classes of shares[140]. Regulatory and Reporting Requirements - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs[117]. - Recent accounting standards require public entities to disclose significant segment expenses and other segment items regularly provided to the Chief Operating Decision Maker (CODM)[141].

Revenue and Financial Performance - No revenue was generated from the TAEUS technology during the three months ended September 30, 2025, and 2024[110]. - The net loss for the three months ended September 30, 2025, was $1,595,959, an improvement from a net loss of $2,354,090 for the same period in 2024[130]. - Net loss narrowed to $3,858,201 for the nine months ended September 30, 2025, compared to a net loss of $7,358,943 for the same period in 2024[136]. - As of September 30, 2025, the company had an accumulated deficit of $107,296,300 and cash of $794,036[137]. - The company used $3,570,847 of cash in operating activities during the nine months ended September 30, 2025, primarily due to the net loss[140]. Expenses - Research and development expenses decreased by 46% to $432,113 for the three months ended September 30, 2025, compared to $794,444 for the same period in 2024[126]. - Sales and marketing expenses also decreased by 46% to $45,285 for the three months ended September 30, 2025, down from $83,157 in the prior year[127]. - General and administrative expenses increased by 41% to $893,305 for the three months ended September 30, 2025, compared to $631,413 for the same period in 2024[128]. - Research and development expenses decreased by 47% to $1,341,859 for the nine months ended September 30, 2025, compared to $2,552,336 for the same period in 2024[132]. - Sales and marketing expenses decreased by 62% to $183,110 for the nine months ended September 30, 2025, compared to $484,769 for the same period in 2024[133]. - General and administrative expenses decreased by 25% to $2,616,106 for the nine months ended September 30, 2025, compared to $3,483,303 for the same period in 2024[134]. - Other income increased by 134% to $282,874 for the nine months ended September 30, 2025, compared to an expense of $838,535 for the same period in 2024[135]. Financing and Capital Activities - The company closed a private placement on October 15, 2025, raising approximately $4.9 million, primarily to establish its Digital Asset Treasury strategy[109]. - Financing activities provided $1,152,684 in proceeds from issuances of common stock for the nine months ended September 30, 2025[143]. - The company is considering potential financing options, including sales of common stock, to support its commercialization plans and DAT strategy[138]. Future Plans and Strategies - Research and development expenses are expected to continue as the company pursues FDA approval for the NAFLD TAEUS system[113]. - The company plans to incur up to $750,000 of offering proceeds on a pilot validation study for the TAEUS liver device[109]. - The company anticipates continued costs associated with being a public company, including compliance with Nasdaq and SEC requirements[115]. - The company plans to advance the engineering design and development of its TAEUS technology and complete regulatory filings for marketing approval of its NAFLD TAEUS application[146]. - The company purchased 78,863.1 HYPE tokens valued at approximately $3,000,000 as part of its DAT strategy[109].

Financial Performance - As of September 30, 2025, the company reported a net income of $156,241 for the three months ended, primarily from interest earned on investments held in the Trust Account amounting to $187,803, offset by operating costs of $31,562[173]. - For the nine months ended September 30, 2025, the company had a net income of $239,933, with interest income of $554,482 and operating costs of $314,549[173]. Cash and Working Capital - The company had cash of $43,136 and a working capital deficit of $4,768,480 as of September 30, 2025[175]. - Following redemptions in May 2023, the balance in the Trust Account was approximately $65.7 million, and after June 2024 redemptions, it was approximately $21,598,622[164]. IPO and Offering Costs - The company generated gross proceeds of $220,099,630 from the sale of 20,000,000 Units at $10.00 per Unit during its IPO[158]. - The company incurred offering costs for the IPO totaling $10,718,994, which included $4,000,000 in underwriting fees[161]. - The underwriters are entitled to a deferred underwriting commission of $0.35 per Unit, totaling $8,105,480, payable only if a Business Combination is completed[178]. Business Operations and Compliance - The company has not commenced any operations as of September 30, 2025, and will not generate operating revenues until after completing a Business Combination[172]. - The company extended the Combination Period to June 3, 2024, with additional deposits required for extensions[166]. - On March 4, 2025, the company received a notice from Nasdaq regarding non-compliance with listing rules, leading to trading suspension[171]. - The company has until March 3, 2026, to complete a Business Combination or face mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[176]. - Management believes that the company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the Quarterly Report[176]. Financing and Accounting - The company issued a non-interest bearing, unsecured convertible promissory note to the Sponsor for $613,207 and to Valuence Partners LP for $1,650,941 on June 5, 2023[168]. - The company has no off-balance sheet financing arrangements as of September 30, 2025, and does not participate in transactions that create relationships with variable interest entities[177]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[179]. - The only critical accounting estimate involves the value of the conversion feature of the company's promissory notes[182]. - Ordinary shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside of the company's control[184]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[186].

Financial Performance - As of September 30, 2025, the company reported a net income of $156,241 for the three months ended, primarily from interest earned on investments held in the Trust Account amounting to $187,803, offset by operating costs of $31,562[173]. - For the nine months ended September 30, 2025, the company had a net income of $239,933, with interest income of $554,482 and operating costs of $314,549[173]. Cash and Working Capital - The company had cash of $43,136 and a working capital deficit of $4,768,480 as of September 30, 2025[175]. - The company issued a non-interest bearing, unsecured convertible promissory note totaling $613,207 to the Sponsor and $1,650,941 to Valuence Partners LP for working capital[168]. IPO and Trust Account - The company generated gross proceeds of $220,099,630 from the sale of 20,000,000 Units at $10.00 per Unit during its IPO[158]. - Following the IPO, the company placed $226,702,619 in the Trust Account, which was invested in U.S. government securities[162]. - Shareholders redeemed 15,799,245 Class A ordinary shares for $167,831,206 in May 2023, leaving approximately $65.7 million in the Trust Account[164]. - In June 2024, shareholders redeemed 4,343,316 Class A ordinary shares for $49,900,380, resulting in a Trust Account balance of approximately $21,598,622[167]. - The underwriters are entitled to a deferred underwriting commission of $0.35 per Unit, totaling $8,105,480, payable only if a Business Combination is completed[178]. Business Operations and Compliance - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[172]. - The company received a notice from Nasdaq regarding non-compliance with listing rules, leading to trading suspension on March 11, 2025[171]. - The company has until March 3, 2026, to complete a Business Combination or face mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[176]. - Management believes the company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the Quarterly Report[176]. Accounting and Reporting - The company has no off-balance sheet financing arrangements as of September 30, 2025, and does not participate in transactions that create relationships with variable interest entities[177]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[179]. - The only critical accounting estimate involves the value of the conversion feature of the company's promissory notes[182]. - Ordinary shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside of the company's control[184]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[186].

Revenue Performance - Revenue for the three months ended September 30, 2025, was $35.8 million, a decrease of 0.7% compared to $36.1 million in the same period of 2024[148]. - For the nine months ended September 30, 2025, revenue increased by $3.8 million, or 4.0%, to $100.1 million from $96.2 million for the same period last year[150]. - Sanitaryware sales accounted for 64.0% of total revenue for the three months ended September 30, 2025, with a 7.0% increase to $22.9 million compared to $21.5 million in 2024[151]. - Revenue from shower systems decreased by 17.8% to $5.9 million for the three months ended September 30, 2025, compared to $7.1 million for the same period in 2024[153]. - Other revenue increased by 48.1% to $10.1 million for the nine months ended September 30, 2025, from $6.8 million for the same period in 2024[154]. - Total revenue for the three months ended September 30, 2025, was $35.8 million, a decrease of 0.7% compared to $36.1 million for the same period in 2024[155]. - Revenue for the nine months ended September 30, 2025, was $100.1 million, compared to $96.2 million in the prior-year period, indicating a growth of approximately 4%[192]. Profitability and Loss - The company reported a net loss of $1.9 million for the three months ended September 30, 2025, compared to a net loss of $698,248 in the same period of 2024, representing a 179.0% increase in loss[148]. - Gross profit was $9.5 million for the three months ended September 30, 2025, a decrease of 2.0% compared to the same period in 2024[158]. - Net loss was $1.9 million for the three months ended September 30, 2025, compared to a net loss of $0.7 million for the same period in 2024[165]. - The company reported a net loss of $4.1 million for the nine months ended September 30, 2025, compared to a net loss of $1.3 million in the prior-year period[192]. - Adjusted Operating Margins for the nine months ended September 30, 2025, were -1.7%, an improvement from -0.5% in the prior-year period[192]. - Adjusted Net Income (Loss) for the nine months ended September 30, 2025, was $(1.99) million, compared to $(0.28) million in the prior-year period[192]. Expenses and Cost Management - Research and development expenses decreased by 37.2% to $283,867 for the three months ended September 30, 2025, compared to $451,975 in 2024[148]. - The Company implemented cost control initiatives targeting to lower recurring operating expenses[176]. - The company expects to improve its liquidity and reduce its cost structure through various actions taken[169]. - Net cash used in operating activities was $1.7 million for the nine months ended September 30, 2025, an improvement from $8.0 million in the prior-year period, primarily due to a $3.3 million increase in accounts payable[181]. - Net cash used in investing activities totaled $0.9 million for the nine months ended September 30, 2025, compared to $2.0 million in the prior-year period, reflecting reduced spending on property, equipment, and intangible assets[182]. - Capital expenditures amounted to $0.9 million for the nine months ended September 30, 2025, down from $2.0 million in the prior-year period, with no significant capital expenditures expected in the immediate future[184]. Liquidity and Financial Position - Total liquidity as of September 30, 2025, was $14.2 million, providing sufficient financial flexibility to support organic growth strategies[144]. - The Company had approximately $1.9 million in cash and cash equivalents as of September 30, 2025, with $14.1 million outstanding under its credit facilities[166]. - FGI Industries was not in compliance with certain financial covenants related to its debt coverage ratio as of September 30, 2025[167]. - Borrowings under the CTBC Credit Line amounted to $2.6 million as of September 30, 2025, up from $2.3 million as of December 31, 2024[178]. - The company had cash of $1.9 million at the end of the period, down from $3.0 million at the end of the prior-year period[180]. New Products and Innovations - The company entered into a 5-year licensing agreement for an industry-leading overflow toilet technology, marketed as FLUSH GUARD Overflow Technology[144]. - New product lines, including anti-overflow toilets and custom kitchen cabinetry, have begun generating increased revenue[176].