Financial Performance - For the three months ended September 30, 2025, the company's net loss was $5.5 million, a decrease from $8.2 million in the same period of the prior year [148]. - General, selling, and administrative expenses for the nine months ended September 30, 2025, increased by 25% to $19.2 million compared to $15.4 million in 2024, primarily due to higher stock-based compensation and legal costs [149]. - Research and development expenses for the three months ended September 30, 2025, decreased by 10% to $4.7 million from $5.3 million in 2024, mainly due to reduced outside services and prototype tooling costs [144]. - The company experienced a 50% increase in share-based compensation expenses for the nine months ended September 30, 2025, totaling $12.4 million compared to $8.3 million in 2024 [149]. - Research and Development expenses increased by 18% to $13.8 million for the nine months ended September 30, 2025, compared to $11.7 million in the same period of 2024, primarily due to higher stock-based compensation [153][154]. - Other income for the three months ended September 30, 2025, was $2.5 million, significantly up from $0.1 million in the same period of 2024, primarily due to matching grant funds from the California Energy Commission [147]. - Other income rose significantly to $4.6 million in the nine months ended September 30, 2025, from $1.1 million in the same period of 2024, largely due to $3.9 million in matching grant funds from the California Energy Commission [157]. Capital Requirements - The estimated capital required for the initial low-volume production phase is approximately $65 million, with an additional $140-$160 million needed to ramp up to a high-volume production rate of 20,000 vehicles per year [130]. - The company requires approximately $60-70 million in additional funding to advance through critical pre-production phases, including vehicle validation and low-volume manufacturing [162]. - The company secured a $75 million committed equity line of credit (ELOC) to support its capital needs, contingent upon certain conditions [125]. - The company has secured a committed equity line of credit (ELOC) of up to $75.0 million, which is subject to various conditions, to address liquidity needs [161]. Assets and Liabilities - As of September 30, 2025, the company had total assets of $34.9 million, including $12.0 million in cash and cash equivalents, with a monthly cash burn rate of approximately $1.5 to $2.0 million [158]. - Total liabilities as of September 30, 2025, were $7.7 million, including $1.2 million in accrued liabilities and $4.1 million in unearned reservation fees [168]. - During the nine months ended September 30, 2025, the company issued 278,417 shares of Class B Common Stock for total cash proceeds of $11.2 million at a weighted-average price of $40.12 per share [169]. Legal and Regulatory Issues - The company is currently involved in litigation with Zaptera, which asserts claims for design patent infringement and misappropriation of trade secrets [174][175]. - The company is cooperating with an ongoing SEC investigation related to its securities offerings and vehicle production, with no assurance on the outcome [176][177]. Production and Reservations - As of September 30, 2025, Aptera Motors had approximately 49,000 reservation holders but had not delivered any products or recognized any revenue from vehicle sales [126]. - The company is facing challenges in securing sufficient capital, which is critical for commencing production and achieving its business objectives [133]. - The company anticipates receiving approximately $3.5 million in grant disbursements from the California Energy Commission in 2025, contingent upon meeting specific project milestones [164].

IPO and Offering Details - The company completed its Initial Public Offering (IPO) on August 8, 2024, raising gross proceeds of $253 million from the sale of 25,300,000 Units[132]. - The company incurred offering expenses of approximately $1,173,390 and underwriting commissions of $4,400,000 during the IPO[144]. - The underwriters are entitled to a deferred underwriting commission of $12,045,000 upon the completion of the initial Business Combination[156]. Financial Performance - The company generated a net income of $2,358,611 for the three months ended September 30, 2025, compared to $1,321,694 for the same period in 2024, primarily from $2,763,576 in income from investments held in the Trust Account[137]. - For the nine months ended September 30, 2025, the company reported a net income of $7,283,753, significantly up from $1,218,846 in the same period in 2024, with $8,195,502 from investments held in the Trust Account[138]. Trust Account and Liquidity - As of September 30, 2025, the Trust Account held $267,284,310 in a money market fund, an increase from $259,099,778 held in U.S. Treasury bills as of December 31, 2024[145]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination, with potential withdrawals for income taxes[147]. - As of September 30, 2025, the Company had a cash balance of $252,350 held outside the trust account[148]. - The Company expects primary liquidity requirements to include approximately $1,425,000 for general working capital and other expenses[151]. Business Operations and Future Plans - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational tasks and preparations for the IPO and initial business combination[136]. - The company has entered into a Business Combination Agreement with Veraxa Biotech AG, outlining a two-step transaction for the merger[134][135]. - The company expects to incur increased expenses as a result of being a public company, including legal and compliance costs[136]. - The Company does not anticipate needing to raise additional funds prior to the initial Business Combination, but may require additional financing if costs exceed estimates[153]. Debt and Financial Obligations - The Company does not have any long-term debt or significant contractual obligations, except for an agreement to pay $10,000 per month for office space and support services[155]. - The Company has not borrowed any amounts under its promissory note with the sponsor as of September 30, 2025[142]. - Up to $1,500,000 of loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender[150]. - The Company has no off-balance sheet arrangements or commitments as of September 30, 2025[154]. Financial Reporting and Valuation - The preparation of financial statements involves significant judgment and estimates, which could lead to material differences from actual results[157]. - The Company's warrants were recorded at fair value using a Monte Carlo simulation model, with key assumptions affecting the valuation[158]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[159].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-42211 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Former name, former address and former fiscal year, if changed since last report) Securities r ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒ 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 No. 001-41153 ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdict ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ 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 No. 001-41153 ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ 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 __________. Blue Water Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction ...

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $2,292,067, primarily from $2,715,577 earned on cash and marketable securities held in the Trust Account[104]. - For the nine months ended September 30, 2025, the company had a net income of $2,660,637, with $3,272,459 earned on cash and marketable securities, offset by various expenses totaling $611,822[105]. Financial Position - As of September 30, 2025, the company had cash of $759,229 and a working capital deficit of $577,284, compared to a deficit of $(48,541) as of December 31, 2024[106]. - The company has no long-term debt or contractual obligations as of September 30, 2025[116]. Initial Public Offering - The company generated gross proceeds of $259,830,000 from its initial public offering and private placement, with $253,000,000 placed in a trust account for future business combinations[110][111]. - The underwriters of the initial public offering are entitled to a deferred underwriting discount of 3.50% of the gross proceeds, amounting to $8,855,000, payable upon completion of an initial business combination[117]. - The underwriters were granted a 45-day option to purchase an additional 3,300,000 units, which was fully exercised, resulting in a cash underwriting discount of $5,060,000[121]. - A deferred underwriting discount of 3.50% of the gross proceeds, amounting to $8,855,000, will be payable to BTIG, LLC upon completion of an initial business combination[121]. Operational Costs and Concerns - The company has incurred significant costs related to being a public entity and expects expenses to increase substantially after identifying a target for its initial business combination[103]. - The company lacks sufficient financial resources to sustain operations for more than one year from the issuance date of the financial statements, raising substantial doubt about its ability to continue as a going concern[109]. - The company has entered into an administrative services agreement requiring a payment of $10,000 per month for office space and administrative services[118]. - The company anticipates using substantially all funds in the trust account for its initial business combination and related operational expenses[112]. Accounting and Reporting - The Company has not identified any critical accounting estimates as of September 30, 2025, indicating a stable financial reporting environment[122]. - As a smaller reporting company, the Company is not required to disclose market risk information, simplifying its reporting obligations[124].

Financial Performance - As of September 30, 2025, the company reported a net loss of $395,372 for the three months ended September 30, 2025, primarily due to formation and administrative expenses[129]. - The company had cash and cash equivalents of $290,238 outside the Trust Account and a working capital deficit of $936,432 as of September 30, 2025[131]. - The company has not commenced any operations and will not generate operating revenues until after completing an initial business combination[128]. - The company may need to raise additional funds to meet operating expenditures prior to the initial business combination, raising concerns about its ability to continue as a going concern[139]. Initial Public Offering - The company completed its Initial Public Offering on June 30, 2025, raising gross proceeds of $172.5 million from the sale of 17,250,000 Units at $10.00 per Unit[117]. - The company incurred offering costs totaling $9,424,463, which included $1,155,750 in cash underwriting fees and $5,175,000 in deferred underwriting fees[118]. - The underwriters of the Initial Public Offering are entitled to a deferred underwriting discount of $5,175,000, which will be payable only upon completion of an initial business combination[142]. Trust Account and Business Combination - The company placed $173,362,500 in a Trust Account, which will be invested in U.S. government securities until the completion of an initial business combination[119]. - The company executed a Business Combination Agreement on August 25, 2025, with Crypto.com and Trump Media & Technology Group, involving the contribution of significant assets[120]. - The company plans to use funds held outside the Trust Account for identifying and evaluating target businesses and related due diligence[138]. Regulatory and Accounting Matters - The Company has not identified any critical accounting estimates as of September 30, 2025, indicating a stable financial reporting environment[143]. - The Company adopted ASU 2023-07 on March 3, 2025, which did not have a material impact on its financial statements[144]. - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, requires additional disclosures related to income tax rate reconciliations and income taxes paid[145]. - The Company is currently assessing the potential impact of ASU 2023-09 on its financial position and results of operations[146]. - Management believes that no other recently issued accounting pronouncements would materially affect the financial statements[147]. - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies[148]. Future Expectations - The company expects to incur increased expenses related to being a public company, including legal and compliance costs[128].

Financial Performance - As of September 30, 2025, the company reported a net loss of $395,372 for the three months ended, primarily due to formation and administrative expenses of $1,640,771 [129]. - The total net loss from inception (March 3, 2025) through September 30, 2025, was $487,506, with general and administrative expenses of $1,734,769 [130]. - The company had $290,238 in cash and cash equivalents outside of the Trust Account and a working capital deficit of $936,432 as of September 30, 2025 [131]. Initial Public Offering - The company completed its Initial Public Offering on June 30, 2025, raising gross proceeds of $172.5 million from the sale of 17,250,000 Units at $10.00 per Unit [117]. - Offering costs incurred amounted to $9,424,463, which included $1,155,750 in cash underwriting fees and $5,175,000 in deferred underwriting fees [118]. - The underwriters of the Initial Public Offering are entitled to a deferred underwriting discount of $5,175,000, which will be payable only upon completion of an initial business combination [142]. Business Combination - The company executed a Business Combination Agreement on August 25, 2025, with Crypto.com and Trump Media & Technology Group, involving significant asset contributions [120]. - Crypto.com will contribute 6,313,000,212 Cronos tokens and necessary infrastructure to establish a proof of stake validator node as part of the business combination [122]. - TMTG will contribute 100% of the issued and outstanding membership interests of the Asset Company in exchange for 10,000,000 shares of SPAC Class A Common Stock [125]. - The company anticipates incurring significant costs related to identifying a target business and conducting due diligence prior to the initial business combination [139]. Accounting and Reporting - The Company has not identified any critical accounting estimates as of September 30, 2025 [143]. - The FASB issued ASU 2023-07, effective for fiscal years beginning after December 15, 2023, aimed at improving reportable segment disclosures, with no material impact on the Company's financial statements upon adoption [144]. - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, requires additional disclosures related to income tax rate reconciliations and income taxes paid, which the Company is currently assessing [145][146]. - The Company does not believe that any other recently issued accounting pronouncements would have a material effect on its financial statements [147]. Trust Account - The Trust Account held marketable securities valued at $174,599,568, which are intended to be used for the initial business combination [134].

Revenue Performance - The company reported revenues of $1,029 thousand for the three months ended September 30, 2025, a decrease of $830 thousand or 44.6% compared to $1,859 thousand in the same period of 2024[107]. - For the nine months ended September 30, 2025, revenues were $1,563 thousand, down $1,443 thousand or 48.0% from $3,006 thousand in the same period of 2024[108]. Net Loss and Profitability - The net loss for the three months ended September 30, 2025, was $1,429 thousand, an increase of $274 thousand or 23.7% compared to a net loss of $1,155 thousand in the same period of 2024[107]. - The gross profit for the three months ended September 30, 2025, decreased by $183 thousand or 33.2% compared to the same period in 2024, primarily due to lower revenues[111]. Operating Expenses - Operating expenses for the three months ended September 30, 2025, totaled $2,118 thousand, an increase of $134 thousand or 6.8% compared to $1,984 thousand in the same period of 2024[107]. - G&A expenses increased by $153 thousand, or 9.3%, for the three months ended September 30, 2025, compared to the same period in 2024[114]. - For the nine months ended September 30, 2025, G&A expenses increased by $620 thousand, or 12.8%, primarily due to a $588 thousand increase in legal fees[115]. Cash Flow and Working Capital - Cash and cash equivalents decreased by $3,547 thousand to $10,488 thousand as of September 30, 2025, primarily due to a net loss of $5,185 thousand[118]. - Working capital decreased to $8,168 thousand as of September 30, 2025, compared to $12,809 thousand at December 31, 2024[119]. - Operating activities resulted in cash outflows of $3,453 thousand for the nine months ended September 30, 2025, primarily due to a net loss of $5,185 thousand[120]. - Investing activities resulted in cash outflows of $78 thousand for the nine months ended September 30, 2025, primarily for patents and intangible assets[122]. - Financing activities resulted in cash outflows of $17 thousand for the nine months ended September 30, 2025, primarily due to taxes paid for the vesting of employee restricted stock units[123]. Equity and Compliance - As of September 30, 2025, the company has raised approximately $105.3 million in gross proceeds through equity securities sales[91]. - The company entered into an ATM Offering Agreement with Wainwright to offer and sell shares of common stock with an aggregate offering price of up to $10,390,000[100]. - The company received a 180-day extension from Nasdaq to regain compliance with the minimum bid price requirement, with a deadline of March 30, 2026[102]. - The company was granted a 180-day extension until March 30, 2026, to regain compliance with Nasdaq's minimum closing bid price requirement[138]. Share Issuance and Potential Liabilities - Approximately 21.3 million shares of common stock are issuable upon exercise of outstanding warrants, potentially raising up to $22.5 million in gross proceeds[119]. - The company issued 15,000 shares to Firm IR Group LLC for services rendered, with 3,750 shares issued at a fair market value of $0.94 per share on September 30, 2025[145]. - An additional 87,016 shares were issued to Firm IR at a fair market value of $0.58 per share for reimbursement of legal fees incurred[146]. - The company has no contractual debt obligations and plans to fund operations through equity offerings until revenue growth covers operating expenses[119]. Legal and Insurance Risks - The company is subject to potential liabilities that may not be fully covered by insurance, which could impact financial condition and cash flows[143]. - There are inherent uncertainties in litigation costs and outcomes that could materially affect the company's financial status[144]. - No directors or officers adopted or modified trading arrangements during the fiscal quarter ended September 30, 2025[151]. Research and Development - Research and development expenses remained relatively consistent year-over-year for both the three and nine months ended September 30, 2025[113].