Pathfinder Bancorp(PBHC) - 2025 Q3 - Quarterly Report
2025-11-14 17:09
Financial Performance - For the three months ended September 30, 2025, net income was $626,000 compared to a net loss of $4,616,000 for the same period in 2024, representing a significant turnaround [14]. - For the nine months ended September 30, 2025, net income reached $3,631,000, a substantial increase from a net loss of $431,000 in the prior year [14]. - Comprehensive income for the three months ended September 30, 2025, totaled $2,227,000, contrasting with a comprehensive loss of $2,546,000 in the prior year [14]. - Basic earnings per common share for voting stock was $0.58 for the nine months ended September 30, 2025, compared to a loss of $0.09 in 2024 [34]. Shareholders' Equity and Dividends - Total shareholders' equity as of September 30, 2025, was $126,339,000, an increase from $121,100,000 as of September 30, 2024 [19]. - The company declared dividends of $0.10 per share for both voting and non-voting common stock during the three months ended September 30, 2025 [17]. Cash Flow and Investments - Net cash inflows from operating activities were $9,008,000 for the nine months ended September 30, 2025, down from $13,864,000 in 2024 [23]. - The company reported a net cash inflow from investing activities of $12,152,000 for the nine months ended September 30, 2025, compared to an outflow of $26,195,000 in 2024 [23]. - Cash and cash equivalents at the end of the period increased to $40,572,000 as of September 30, 2025, from $35,324,000 at the end of the same period in 2024 [23]. Credit Quality and Losses - The provision for credit losses decreased to $5,148,000 for the nine months ended September 30, 2025, from $9,985,000 in 2024, indicating improved credit quality [23]. - The allowance for credit losses on loans is $18.7 million as of September 30, 2025, compared to $17.2 million as of December 31, 2024, indicating an increase of approximately 8.5% [53]. - The total allowance for credit losses (ACL) as of September 30, 2025, was $19.6 million, up from $16.8 million at the end of Q3 2024 [81]. Loan Portfolio and Performance - The total residential mortgage loans decreased to $240.4 million as of September 30, 2025, from $256.2 million as of December 31, 2024, reflecting a decline of approximately 6.1% [53]. - Total loans as of September 30, 2025, amounted to $898,520 thousand, a decrease from $1,134,188 thousand in 2024 [61]. - The commercial real estate loan portfolio totaled $371,683 thousand, with a pass rating of $328,969 thousand, representing approximately 88.5% of the total [61]. Securities and Fair Value - As of September 30, 2025, the total amortized cost of available-for-sale investment securities is $301,979,000, with an estimated fair value of $294,457,000, reflecting a gross unrealized loss of $9,319,000 [36]. - The fair value of available-for-sale securities was $294,457,000 as of September 30, 2025, with $290,049,000 classified under Level 2 valuation techniques [103]. - The fair value of investment securities - available-for-sale was $290,049,000 as of September 30, 2025, compared to $264,880,000 as of December 31, 2024 [118]. Nonperforming Loans and Charge-offs - Nonaccrual loans increased to $36,894,000 as of September 30, 2025, compared to $23,305,000 as of December 31, 2024, reflecting a rise of 58.5% [67]. - The total past due loans reached $35,101,000 as of December 31, 2024, with 90 days or more past due loans at $22,084,000, indicating a significant concern for collectability [66]. - Charge-offs for the nine months ended September 30, 2024, amounted to $8,993 million, while recoveries were $174 million, resulting in a net charge-off of $8,819 million [82]. Interest Rate and Derivative Activities - The fair value of derivatives resulted in a net asset position of $1.2 million at September 30, 2025, compared to $3.2 million at December 31, 2024 [124]. - The Company manages credit exposure on interest rate swap transactions through bilateral credit support agreements, ensuring minimal credit risk [130]. - Participation in fair value hedging transactions increased investment security interest income by $879,000 for the nine months ended September 30, 2025 [126]. Noninterest Income and Expenses - For the three months ended September 30, 2025, the total noninterest income was $1,503,000, a decrease from $1,707,000 in the same period of 2024, representing a decline of approximately 12% [138]. - Service charges on deposit accounts increased to $404,000 for the three months ended September 30, 2025, compared to $392,000 in 2024, reflecting a growth of about 3% [138]. - Operating lease cost for the three months ended September 30, 2025, was $39,000, down from $49,000 in 2024, indicating a decrease of approximately 20% [140].
Woori Financial (WF) - 2025 Q3 - Quarterly Report
2025-11-14 17:09
Exhibit 99.1 WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF AND FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2025 AND 2024 W O O R I F I N A N C I A L G R O U P I N C . | P | a | g | e | ( | s | ) | I | n | d | e | p | e | n | d | e | n | t | A | u | d | i | t | o | r | s | ' | R | e | v | i | e | w | R | e | p | o | r | t | 1 | - | 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ...
Lazydays Holdings(GORV) - 2025 Q3 - Quarterly Report
2025-11-14 16:55
Financial Performance - Total revenue for Q3 2025 was $101.434 million, a decrease of 50.8% compared to $205.961 million in Q3 2024[11] - New vehicle retail revenue was $60.150 million, down 50.7% from $122.291 million year-over-year[11] - Net loss for Q3 2025 was $82.381 million, compared to a net loss of $17.665 million in Q3 2024, representing a significant increase in losses[11] - The company reported a gross profit of $19.576 million for Q3 2025, down 56.7% from $45.313 million in Q3 2024[11] - For the nine months ended September 30, 2025, the company reported a net loss of $116.5 million, compared to a net loss of $83.9 million for the same period in 2024, representing a 39% increase in losses year-over-year[17] - Total revenue for the nine months ended September 30, 2025, was $398.5 million, a decrease of $313.1 million, or 44.0%, compared to the same period in 2024[197] Asset and Liability Management - Total current assets decreased to $203.106 million from $353.774 million as of December 31, 2024, a decline of 42.4%[10] - Total liabilities decreased to $359.473 million from $586.230 million as of December 31, 2024, a reduction of 38.7%[10] - Cash and cash equivalents decreased to $9.501 million from $24.702 million as of December 31, 2024, a decline of 61.6%[10] - Stockholders' equity showed a deficit of $26.302 million as of September 30, 2025, compared to equity of $89.600 million as of December 31, 2024[10] - The company had total debt obligations of $40.2 million related to mortgages, term loans, and revolving credit facilities, along with floor plan notes payable of $184.0 million[25] Impairment and Charges - The company incurred impairment charges of $63.915 million in Q3 2025, compared to no impairment charges in Q3 2024[11] - The company recorded a non-cash impairment charge of $22.9 million on indefinite-lived intangible assets in Q3 2025, driven by asset sales[188] - The company incurred impairment charges of $74.5 million during the nine months ended September 30, 2025[17] - The company recorded an impairment loss of $11.9 million on assets held for sale during Q3 2025, contributing to a total impairment charge of $15.3 million for the nine months ended September 30, 2025[69] Asset Sales and Liquidation - The company entered into an Asset Purchase Agreement on October 6, 2025, to sell substantially all of its assets, with proceeds expected to be used to repay outstanding obligations under the Credit Agreement[27] - The company expects to complete the Asset Sales between November 17, 2025, and November 26, 2025, with an outside date of December 1, 2025, for the agreement[27] - The company’s stockholders approved a Plan of Dissolution on October 14, 2025, which may lead to liquidation of remaining assets after the Asset Sales[29] - The company plans to liquidate its assets and dissolve after the final closing of the Asset Sales, with no remaining assets expected for distribution to stockholders[140] Operational Changes - The company had 12 dealerships as of September 30, 2025, all of which were reclassified to held for sale[19] - The company has notified employees of expected terminations effective November 16, 2025, in connection with the closing of the Asset Sales[145][146] - The company completed asset sales resulting in net proceeds of $113.9 million, which were used to repay $61.2 million of floor plan notes payable and $46.1 million of term loan and mortgage debt[57] Revenue Breakdown - New vehicle retail revenue decreased by $62.1 million, or 50.8%, primarily due to a 52.1% decrease in new vehicle retail units sold[177] - Pre-owned vehicle retail revenue decreased by $28.2 million, or 55.0%, driven by a 55.4% decrease in pre-owned retail units sold[179] - Vehicle wholesale revenue decreased by $1.3 million, or 73.5%, due to a strategic decision to right-size RV inventory[181] - Finance and insurance revenue fell by $8.0 million, or 48.7%, in Q3 2025, driven by a 50.6% decrease in total retail units sold[183] - Service, body, and parts revenue decreased by 34.2%, with gross profit down 38.3% in Q3 2025, largely due to divestitures resulting in a $5.3 million revenue drop[184] Stock and Shareholder Information - The weighted average shares used for EPS calculations in Q3 2025 were 3,745,484, compared to 481,329 in Q3 2024[11] - A reverse stock split of 1-for-30 was executed on July 11, 2025, to increase the per share market price to meet Nasdaq listing requirements[34] - The Company anticipates delisting its common stock from Nasdaq, with the delisting expected to occur on or about November 28, 2025[143] Future Projections and Concerns - The company is facing substantial doubt about its ability to continue as a going concern due to uncertainty regarding its financial condition and liquidity needs[31] - The Company is required to comply with certain financial covenants, including maintaining liquidity above $5.0 million during the waiver period[84] - The Company must complete asset sales and repay outstanding obligations under the Credit Agreement by the end of the September 2025 Waiver Period[86]
Lazydays (LAZY) - 2025 Q3 - Quarterly Report
2025-11-14 16:55
Financial Performance - Total revenue for Q3 2025 was $101.4 million, a decrease of 50.8% compared to $206.0 million in Q3 2024[11] - New vehicle retail revenue was $60.2 million, down 50.7% from $122.3 million year-over-year[11] - Net loss for Q3 2025 was $82.4 million, compared to a net loss of $17.7 million in Q3 2024, representing a 366.5% increase in losses[11] - The company reported a gross profit of $19.6 million for Q3 2025, down 56.7% from $45.3 million in Q3 2024[11] - For the nine months ended September 30, 2025, the company reported a net loss of $116.5 million, compared to a net loss of $83.9 million for the same period in 2024, representing a 39% increase in losses year-over-year[17] - Total revenue for the nine months ended September 30, 2025, was $398.5 million, a decrease of $313.1 million or 44.0% compared to the same period in 2024[197] - Total gross profit for the nine months ended September 30, 2025, was $97.6 million, down $32.9 million or 25.2% from the same period in 2024[197] Assets and Liabilities - Total current assets decreased to $203.1 million from $353.8 million as of December 31, 2024, a decline of 42.4%[10] - Total assets decreased to $333.2 million from $675.8 million as of December 31, 2024, a decline of 50.7%[10] - Total liabilities decreased to $359.5 million from $586.2 million as of December 31, 2024, a decline of 38.7%[10] - The company had cash and cash equivalents of $9.5 million as of September 30, 2025, down from $24.7 million at the end of 2024[10] - The company’s retained deficit increased to $231.3 million as of September 30, 2025, compared to $114.7 million at the end of 2024[10] - The company had total debt obligations of $40.2 million related to mortgages, term loans, and a revolving credit facility, along with floor plan notes payable of $184.0 million[25] Impairment and Charges - The company incurred impairment charges of $74.5 million during the nine months ended September 30, 2025[17] - The company recorded a non-cash impairment charge of $22.9 million on indefinite-lived intangible assets in Q3 2025 due to asset sales[188] - The company recorded an impairment loss of $11.9 million on assets held for sale during Q3 2025, contributing to a total of $15.3 million for the nine months ended September 30, 2025[69] Asset Sales and Dissolution - The company entered into an Asset Purchase Agreement on October 6, 2025, to sell substantially all of its assets, with proceeds expected to repay outstanding obligations under the Credit Agreement[27] - The company’s Board of Directors approved a plan of dissolution on October 14, 2025, subject to stockholder approval, following the Asset Sales[28] - The company expects no assets will remain for distribution to stockholders after paying outstanding liabilities to creditors under the Plan of Dissolution[140] - The company completed asset sales resulting in net proceeds of $113.9 million, which were used to repay $61.2 million of floor plan notes payable and $46.1 million of term loan and mortgage debt[57] Revenue Breakdown - New vehicle retail revenue decreased by $62.1 million, or 50.8%, primarily due to a 52.1% decrease in new vehicle retail units sold[177] - Pre-owned vehicle retail revenue decreased by $28.2 million, or 55.0%, driven by a 55.4% decrease in pre-owned retail units sold[179] - Vehicle wholesale revenue decreased by $1.3 million, or 73.5%, due to a strategic decision to right-size RV inventory[181] - Finance and insurance revenue fell by $8.0 million, or 48.7%, in Q3 2025, driven by a 50.6% decrease in total retail units sold[183] - Service, body, and parts revenue decreased by 34.2%, with gross profit down 38.3% in Q3 2025, largely due to divestitures resulting in a $5.3 million revenue drop[184] Stock and Employment - The company executed a 1-for-30 reverse stock split effective July 11, 2025, to meet the $1.00 per share minimum bid price for continued listing on Nasdaq[34] - The company anticipates that its common stock will be delisted from Nasdaq on or about November 28, 2025, following the filing of Form 25[143] - The company has notified employees of expected terminations effective November 16, 2025, in connection with the closing of the Asset Sales[146] - As of September 30, 2025, the company employs approximately 800 people and offers over 2,800 new and pre-owned RVs[152] Future Projections and Compliance - The company has raised substantial doubt about its ability to continue as a going concern due to uncertainty regarding its financial condition and liquidity needs[31] - The Company is required to comply with certain financial covenants, including maintaining liquidity above $5.0 million during the waiver period[84] - The Company must complete asset sales and repay outstanding obligations under the Credit Agreement by the end of the September 2025 Waiver Period[86]
Smith-Midland(SMID) - 2025 Q3 - Quarterly Results
2025-11-14 16:48
Financial Results - Smith-Midland Corporation announced its financial results for the quarter ended September 30, 2025[3]. - The press release was issued on November 13, 2025, detailing the company's performance[3]. - The report is part of the requirements under the Securities Exchange Act of 1934[6]. Company Information - The company is listed on NASDAQ under the symbol SMID[2]. - Dominic L. Hunter serves as the Chief Financial Officer of Smith-Midland Corporation[7].
3 E Network Technology Group Limited(MASK) - 2025 Q4 - Annual Report
2025-11-14 16:44
Revenue Growth - Total revenue increased by US$3,975,823, or 462.66%, to US$4,835,167 for the year ended June 30, 2025, compared to US$859,344 for the year ended June 30, 2024[408] - Revenue from new customers accounted for US$3,867,698, or 80.00% of total revenue for the year ended June 30, 2025[401] - Total revenues increased by US$822,214, or 2214.40%, to US$859,344 for the year ended June 30, 2024, compared to US$37,130 for the year ended June 30, 2023[425] - Revenue from software development services rose by US$822,214 or 2214.40% to US$859,344 for the year ended June 30, 2024, driven by efforts to expand the customer base[426] Cost and Expenses - Cost of revenues increased by US$2,395,317, or 7752.84%, to US$2,426,213 for the year ended June 30, 2025, from US$30,896 for the year ended June 30, 2024[410] - Cost of revenues increased by US$23,558 or 321.04% to US$30,896 for the year ended June 30, 2024, but as a percentage of revenue, it decreased to 3.60% from 19.76% in the previous year[427] - General and administrative expenses rose by US$585,918, or 5,396.19%, to approximately US$596,776 for the year ended June 30, 2025[413] - General and administrative expenses decreased by US$659, or 5.72%, to approximately US$10,858 for the year ended June 30, 2024[429] Profitability - Gross profit increased by US$1,580,506, or 190.78%, to US$2,408,954 for the year ended June 30, 2025, with a gross margin decrease from 96.40% to 49.82%[411] - Gross profit increased by US$798,656, or 2680.75%, to US$828,448 for the year ended June 30, 2024, with gross margin improving to 96.40% from 80.24%[428] - Net income from continuing operations increased by US$775,202, or 110%, to US$1,477,806 for the year ended June 30, 2025[418] - Net income from continuing operations increased by US$688,582, or 4910.74%, to US$702,604 for the year ended June 30, 2024, compared to US$14,022 for the previous year[435] - Net income increased by US$552,190 or 55.45% to US$1,548,347 for the year ended June 30, 2024, from US$996,157 for the year ended June 30, 2023[438] Discontinued Operations - Loss from discontinued operations was US$712,887 for the year ended June 30, 2025, compared to a gain of US$845,743 for the year ended June 30, 2024[419] - Loss from discontinued operations was US$845,743 for the year ended June 30, 2024, compared to a gain of US$982,135 for the year ended June 30, 2023[436] Cash Flow and Liquidity - The net cash provided by operating activities for the year ended June 30, 2025 was US$13,832, a significant decrease from US$929,203 in 2024[456] - The company reported net cash used in investing activities of US$2,952,890 for the year ended June 30, 2025, primarily due to purchases of financial assets held for sale[460] - Net cash provided by financing activities was US$3,171,608 for the year ended June 30, 2025, mainly from the issuance of ordinary shares for cash of US$1,695,597[462] - The company expects to require additional capital to execute its longer-term business plan and may need to take measures to conserve liquidity if unforeseen circumstances arise[453] - The company has historically funded its working capital needs primarily from operations, advance payments from customers, and loans from shareholders[455] - The company reported a net income from continuing operations of US$1,477,806 for the year ended June 30, 2025, despite a net cash used in operating activities of US$376,065[457] Business Operations - The company operates primarily in China, and all revenue, expenses, and cash equivalents are denominated in HKD, which may affect its ability to distribute dividends outside of China[454] - The company is a B2B IT business solutions provider, focusing on integrated software solutions across various industries, including food establishments and clean energy utilities[479] - The company plans to significantly expand its customer base to diversify revenues, with new customer revenues expected to rise quickly in the first several years following initial engagement[488] - The company is developing management software for distributed photovoltaic power plants with a designed capacity under 10 megawatts, targeting a sector with significant government support[489] - The company provides exhibition and conference services, including hardware and personnel, with pricing typically determined by a markup on costs[490] - The company has a relatively small number of customers for its exhibition and conference services, which may lead to revenue variability due to lack of long-term commitments[491] - Revenue from hardware sales, such as gates and card readers, is recognized upon customer confirmation of receipt, with installation services being relatively immaterial[494] Accounts and Taxes - Accounts receivable are carried at net realizable value, with an allowance for credit losses established based on individual account analysis and historical trends[496] - Deferred income taxes are recognized for temporary differences between tax bases and reported amounts, with valuation allowances established for deferred tax assets expected to be unrealized[497] Strategic Developments - The company signed a non-binding Memorandum of Understanding with Orka Technologies Oy to jointly develop a data center in Finland[444] - The company entered into equity transfer agreements to sell 60% of Guangzhou Sanyi Network and 100% of Guangzhou 3E Network, reallocating resources towards expanding overseas operations[446] - As of June 30, 2025, the company had cash and cash equivalents of US$313,566, current assets of approximately US$7,191,985, and current liabilities of US$2,921,270[451]
Ribbon Acquisition Corp Unit Cons of 1 CL A + 1 Rt(RIBBU) - 2025 Q3 - Quarterly Report
2025-11-14 16:25
Financial Performance - As of September 30, 2025, the company reported a net income of $62,142 for the three months ended, with operating expenses of $463,712 and income from marketable securities of $525,854[127]. - For the nine months ended September 30, 2025, the company had a net income of $569,295, consisting of operating expenses of $892,007 and income from marketable securities of $1,461,302[127]. - The company has a working capital deficit of $190,092 as of September 30, 2025, with net cash used in operating activities amounting to $637,983[131]. IPO and Trust Account - The company completed its IPO on January 16, 2025, raising gross proceeds of $50,000,000 from the sale of 5,000,000 units at $10.00 per unit[128]. - A total of $50,000,000 from the IPO was placed in a trust account, which will be invested in U.S. government treasury bills or money market funds[129]. - The underwriters are entitled to a cash underwriting discount of 2% of the gross proceeds from the IPO, amounting to $1,000,000[135]. Business Combination - The company entered into a Business Combination Agreement with DRC Medicine Inc. on June 30, 2025, with no material changes to the terms as of the report date[123]. - The aggregate merger consideration for the business combination will be determined by dividing 350,000,000 by the redemption price of the Class A Ordinary Shares[138]. - The company incurred significant costs in pursuit of its acquisition plans and expects to continue doing so[132]. Timeline and Liquidation - The company has until January 16, 2026, to complete its initial business combination, or it will trigger an automatic winding up and liquidation[132].
Ribbon Acquisition Corp-A(RIBB) - 2025 Q3 - Quarterly Report
2025-11-14 16:25
Financial Performance - As of September 30, 2025, the company reported a net income of $62,142 for the three months ended, with operating expenses of $463,712 and income from marketable securities of $525,854[127] - For the nine months ended September 30, 2025, the company had a net income of $569,295, consisting of operating expenses of $892,007 and income from marketable securities of $1,461,302[127] IPO Details - The company completed its IPO on January 16, 2025, raising gross proceeds of $50,000,000 from the sale of 5,000,000 units at $10.00 per unit[128] - A total of $50,000,000 from the IPO proceeds was placed in a Trust Account, which will be invested in U.S. government treasury bills or money market funds[129] - The underwriters of the IPO are entitled to a cash underwriting discount of 2% of the gross proceeds, amounting to $1,000,000, with a deferred discount of 4% upon completion of the initial business combination[135] Business Combination - The company entered into a Business Combination Agreement with DRC Medicine Inc. on June 30, 2025, with no material changes to the terms as of the report date[123] - The aggregate merger consideration for the Business Combination will be determined by dividing 350,000,000 by the redemption price of Ribbon Class A Ordinary Shares[138] Financial Position and Concerns - The company has a working capital deficit of $190,092 as of September 30, 2025, and net cash used in operating activities was $637,983[131] - The company expects to incur significant costs in pursuit of its initial business combination and has raised concerns about its ability to continue as a going concern[132] - The company has until January 16, 2026, to complete its initial business combination, or it will trigger an automatic winding up and liquidation[132]
iPower (IPW) - 2026 Q1 - Quarterly Report
2025-11-14 16:13
Financial Performance - Revenues for the three months ended September 30, 2025 decreased 36.8% to $12,017,467 compared to $19,008,521 for the same period in 2024, primarily due to decreased orders from Amazon and temporary supply disruptions [182]. - Gross profit was $4,806,524 for the three months ended September 30, 2025, down from $8,487,897 in 2024, with a gross profit margin of 40.0% compared to 44.7% in the prior year [184]. - Operating expenses decreased 42.1% to $6,501,703 for the three months ended September 30, 2025, primarily due to reduced selling, fulfillment, and general administrative expenses [185]. - Net loss attributable to iPower Inc. for the three months ended September 30, 2025 was $533,648, a significant decrease from $2,029,281 in 2024, reflecting a reduction in operating expenses and an increase in other income [188]. - Other income for the three months ended September 30, 2025 was $697,947, a significant increase from $77,805 in 2024, driven by non-operating income and reduced interest expenses [187]. Cash Flow and Working Capital - Cash and cash equivalents as of September 30, 2025 were $903,975, a decrease of $1,103,915 from $2,007,890 as of June 30, 2025, primarily due to operational cash flow and payments on the revolving line of credit [190]. - Working capital as of September 30, 2025 was $4.1 million, down from $4.9 million as of June 30, 2025, with historical seasonality expected to continue affecting cash and inventory levels [194]. - Net cash used in investing activities increased to $1,037,272 in Q3 2025 from $202,140 in Q3 2024, primarily due to deconsolidation of VIE cash and investments in joint ventures [196]. - Net cash used in financing activities decreased to $1,778,026 in Q3 2025 from $3,308,599 in Q3 2024, mainly due to reduced payments on the revolving loan [197]. Goodwill and Intangible Assets - The goodwill balance remained stable at $3,034,110 as of September 30, 2025, with no impairment noted during the quarter [215]. - The Company performed a qualitative goodwill impairment analysis and found no impairment for the three months ended September 30, 2025 [215]. - The Company has not recorded any impairment charges for intangible assets for the three months ended September 30, 2025 [216]. Credit and Revenue Recognition - The Company has approximately $1.0 million in unused credit under the revolving line with JPMorgan Chase, which is expected to support operations amid current challenges [192]. - The Company recognizes revenues from product sales upon shipment and from services upon completion, adhering to ASC 606 revenue recognition standards [200][201]. - The Company maintains an allowance for credit losses based on the creditworthiness of customers and economic conditions, regularly reviewing accounts receivable [206]. - The Company deconsolidated its Variable Interest Entity (VIE) on August 4, 2025, following the termination of all VIE agreements [211]. - The Company does not anticipate any material changes to its financial position from its income tax filing positions and has not recorded reserves for uncertain tax positions [221]. Future Plans - The company plans to increase investments in product and brand development and is actively evaluating potential acquisition opportunities to enhance its product catalog [176].
UY Scuti Acquisition Corp(UYSC) - 2026 Q2 - Quarterly Report
2025-11-14 16:04
Financial Performance - The Company generated a net income of $151,992 for the three months ended September 30, 2025, from interest earned on cash held in the Trust Account of $592,004, offset by operating costs of $440,012 [111]. - For the six months ended September 30, 2025, the Company reported a net income of $484,070, consisting of interest earned on cash held in the Trust Account of $1,158,535, offset by operating costs of $674,465 [111]. - The Company incurred approximately $837,733 in operating costs from January 18, 2024, to September 30, 2025, primarily for professional fees and costs associated with identifying target businesses [110]. Capital Raising and Trust Account - The Company raised gross proceeds of $50,000,000 from its IPO of 5,000,000 units at $10.00 per unit, with an additional $7,500,000 raised from the Over-Allotment Option [114]. - A total of $57,500,000 was placed in a Trust Account, which will be invested in U.S. government treasury bills or money market funds until the completion of the initial business combination [116]. - The Company plans to use substantially all net proceeds from the IPO and private placement for the initial business combination and related expenses [117]. Business Combination and Agreements - The Company entered into a Merger Agreement with Isdera Group Limited, valuing Isdera at $1,000,000,000, with the consideration to be paid in newly issued shares [112]. - The Company expects to incur significant professional costs to maintain its status as a publicly traded company and transaction costs related to the business combination [122]. Financial Position - As of September 30, 2025, the Company had $8,849 in cash and cash equivalents held outside the Trust Account and working capital of $137,696 [122]. - The principal amount due under the unsecured promissory note issued to the Sponsor was $86,570 as of September 30, 2025 [121]. - The company has no off-balance sheet financing arrangements as of September 30, 2025 [123]. - The company has no long-term debt or capital lease obligations, with monthly fees of $10,000 to the Sponsor and $5,000 to legal counsel starting April 1, 2025 [124]. IPO and Underwriting - The underwriters received a cash underwriting discount of 1.75% of the gross proceeds of the IPO, totaling $875,000, which could increase to $1,006,250 with the full exercise of the over-allotment option [127]. - The company issued 200,000 Representative Shares to the underwriter in connection with the IPO [128]. - The company has 5,750,000 ordinary shares sold in the IPO that contain a redemption feature related to liquidation or business combination [132]. Accounting and Compliance - The ordinary shares subject to possible redemption are classified as temporary equity, with changes in redemption value recognized as deemed dividends over an expected 12-month period [134]. - The company follows the asset and liability method for income taxes under ASC 740, with no income taxes imposed by the Cayman Islands government [137]. - The company complies with FASB ASC Topic 260 for earnings per share, with no dilutive securities for the three months ended September 30, 2025 [138]. - The fair value of the company's financial instruments approximates their carrying amounts due to their short-term nature [140]. - Management does not believe that any recently issued accounting pronouncements will materially affect the company's financial statements [141].