Financial Performance - For the six months ended September 30, 2025, PodcastOne reported revenue of $30.2 million, a 19% increase from $25.3 million in the same period of 2024[125]. - Revenue for the three months ended September 30, 2025, increased by $3.0 million, or 25%, to $15.2 million compared to $12.2 million for the same period in 2024, driven by growth in barter revenue and increased advertising demand[153]. - Revenue increased by $4.8 million, or 19%, to $30.2 million for the six months ended September 30, 2025, compared to $25.3 million for the same period in 2024[162]. - Contribution Margin for the six months ended September 30, 2025, was $5.1 million, compared to $2.6 million for the same period in 2024[175]. - Adjusted EBITDA for the six months ended September 30, 2025, was $1.7 million, compared to a loss of $0.7 million for the same period in 2024[174]. - The company reported a net loss of $2.0 million for the six months ended September 30, 2025, which included non-cash charges of $1.1 million[192]. - The net loss for the three months ended September 30, 2025, was $975,000, compared to a net loss of $1,669,000 for the same period in 2024, resulting in a net loss per share of $0.04[151]. Audience Engagement - PodcastOne has 6.0+ million monthly unique listeners and 17+ million IAB monthly downloads, indicating strong audience engagement[122]. - The company achieved over 3.8 billion network downloads during the quarter ended September 30, 2025, and expanded its programming slate to 194 shows[127]. - The company was ranked as high as 8 on the list of Top Podcast Publishers by Podtrac, reflecting its competitive position in the market[120]. Advertising and Revenue Model - PodcastOne's operating model includes a focus on embedded host read ads, dynamic ads, and programmatic monetization channels to generate revenue[123]. - PodcastOne's advertising strategy emphasizes the effectiveness of host-read embedded promos, with 60% of podcast listeners reporting they have purchased something after hearing a podcast ad[131]. - The company aims to acquire multiple assets over time across a broad spectrum of podcast-related media and companies to drive organic growth and revenue production[122]. - The company is actively pursuing acquisitions of exclusive rights to certain podcasts, including true crime content for potential television and film projects[128]. Operating Expenses - Total operating expenses for the six months ended September 30, 2025, were $32.2 million, compared to $28.3 million for the same period in 2024, reflecting an increase in costs associated with operating as a public company[160]. - Cost of sales for the three months ended September 30, 2025, rose by $2.4 million, or 22%, to $13.5 million, in line with revenue growth as revenue share splits with content creators remained consistent[154]. - Cost of sales rose by $4.2 million, or 19%, to $27.1 million for the six months ended September 30, 2025, in line with revenue growth[163]. - General and administrative expenses increased by $0.3 million, or 22%, to $1.8 million for the three months ended September 30, 2025, attributed to higher stock compensation costs[158]. - General and administrative expenses increased by $0.4 million, or 14%, to $3.3 million for the six months ended September 30, 2025, due to higher professional services and payroll costs[167]. - Stock-based compensation expense for the six months ended September 30, 2025, increased by 169% to $3.4 million, compared to $1.3 million for the same period in 2024[161]. - The company expects operating expenses to continue to increase in dollar amount in the short term due to investments in product innovation and sales growth[145]. Cash Flow and Financing - As of September 30, 2025, the company had cash and cash equivalents of $2.7 million, primarily from operations and a completed private placement offering[178]. - The company completed a private placement offering of unsecured convertible notes totaling $8.8 million, which were fully converted in September 2023[178]. - LiveOne's net cash provided by operating activities for the six months ended September 30, 2025, was $1.78 million, compared to $45,000 for the same period in 2024[191]. - LiveOne's working capital as of September 30, 2025, was $1.3 million, raising substantial doubt about its ability to continue as a going concern[189]. - LiveOne is looking to secure additional interim financing to continue operations beyond November 2026[188]. - The company has a history of losses and must increase revenue and reduce costs to continue as a going concern[190]. - LiveOne's liquidity will depend on converting OEM drivers to direct subscribers and negotiating flexible terms with music labels[187]. Debt and Indebtedness - As of September 30, 2025, LiveOne's total outstanding consolidated indebtedness was $15.6 million, net of fees and discounts[186]. - LiveOne's Initial Debentures have a principal amount of $16.775 million, maturing on May 19, 2028, with an interest rate of 11.75% per year[181]. - The company repaid a total of $3.25 million of the principal amount underlying the ABL Credit Facility, reducing the facility size to $3.75 million[180]. - As of September 30, 2025, the company did not have any debt covenants and was in compliance with all covenants under the Initial Debentures and the Capchase Loan[198]. Asset Management - The amortization of intangible assets decreased by 62% to $125,000 for the three months ended September 30, 2025, compared to $328,000 for the same period in 2024, due to a reduction in content-related amortization[159]. - Amortization of intangible assets decreased by $0.5 million, or 65%, to $0.25 million for the six months ended September 30, 2025, due to a reduction in content-related amortization[168]. - Impairment of intangible assets decreased to zero for the six months ended September 30, 2025, compared to $0.2 million for the same period in 2024[169]. Investment Activities - For the six months ended September 30, 2025, net cash used in investing activities was $0.1 million for the purchase of fixed assets[194]. - For the six months ended September 30, 2024, net cash used in investing activities was also $0.1 million for the purchase of fixed assets[195]. - No cash was used in or provided by financing activities for the six months ended September 30, 2025[196]. - No cash was used in or provided by financing activities for the six months ended September 30, 2024[197].

Revenue Performance - For the six months ended September 30, 2025, the company reported revenue of $38.0 million, a decrease from $65.7 million in the same period of 2024[163]. - Revenue from the OEM customer was $3.1 million in the first half of 2025, significantly down from $36.0 million in the same period of 2024[163]. - Revenue decreased by 42% to $18.8 million for the three months ended September 30, 2025, compared to $32.6 million in the same period of 2024[181]. - Total revenue for the six months ended September 30, 2025, was $37.97 million, a decrease of 42% compared to $65.67 million for the same period in 2024[216]. - Membership revenue decreased by $31.9 million, or 83%, to $6.4 million for the six months ended September 30, 2025, compared to $38.3 million for the same period in 2024[216]. - Advertising revenue increased by $4.9 million, or 19%, to $30.3 million for the six months ended September 30, 2025, compared to $25.4 million for the same period in 2024[218]. - Revenue for the Audio Group - PodcastOne operations increased by $4.8 million, or 19%, to $30.2 million for the six months ended September 30, 2025, compared to $25.3 million in 2024[234]. - Revenue for the Audio Group - Slacker operations decreased by $31.8 million, or 83%, to $6.5 million for the six months ended September 30, 2025, primarily due to a change in terms with the largest OEM customer[240]. - Revenue for the three months ended September 30, 2025, was $18,762 thousand, a decrease of 42.7% from $32,594 thousand in 2024[256]. Customer Concentration - The company's largest OEM customer accounted for 45% of revenue in the first half of 2025, down from 73% in the same period of 2024[163]. - Membership services revenue fell by 84% to $3.1 million, down from $19.5 million, primarily due to changes in terms with the largest OEM customer[182][183]. - Revenue decreased by $16.5 million, or 84%, during the three months ended September 30, 2025, primarily due to a change in terms with the largest OEM customer[203]. Operating Expenses and Profitability - Total operating expenses decreased by 31% to $23.3 million, down from $34.0 million, with significant reductions in cost of sales and other operating expenses[180]. - Total operating expenses for the six months ended September 30, 2025, were $46.57 million, a decrease of 31% compared to $67.86 million for the same period in 2024[213]. - Net loss attributable to LiveOne was $5.5 million, compared to a loss of $1.9 million in the prior year, resulting in a net loss per share of $0.52[179]. - Net loss attributed to LiveOne for the six months ended September 30, 2025, was $9.14 million, compared to a net loss of $3.03 million for the same period in 2024[214]. - Operating income decreased by $4.9 million, or 105%, for the three months ended September 30, 2025, driven by the decrease in revenue[204]. - Adjusted EBITDA decreased by $6.2 million, or 107%, to $(0.4) million for the three months ended September 30, 2025, compared to $5.8 million for the same period in 2024[205]. - Adjusted EBITDA increased by 369% to $1.1 million for the Audio Group, reflecting improved revenue and reduced operating expenses[201]. - Adjusted EBITDA for the Audio Group - PodcastOne operations increased by $2.4 million, or 335%, to $1.7 million for the six months ended September 30, 2025, compared to a loss of $0.7 million in 2024[238]. Cash Flow and Financing - As of September 30, 2025, the company had cash and cash equivalents, including restricted cash, totaling $11.8 million, primarily invested in Bitcoin and U.S. banking institutions[257]. - The company has a convertible note balance of $15.2 million and a Capchase Loan of $0.5 million as of September 30, 2025[257]. - The company completed a public offering on July 17, 2025, raising approximately $9.5 million to fund digital asset acquisitions and working capital[165]. - For the six months ended September 30, 2025, net cash used in operating activities was $6.3 million, primarily due to a net loss of $9.6 million[273]. - Net cash used in investing activities for the six months ended September 30, 2025, was $6.8 million, largely due to the purchase of equipment and crypto digital assets totaling $5.0 million[275]. - For the six months ended September 30, 2025, net cash provided by financing activities was $20.7 million, driven by $15.2 million from convertible debt and $9.4 million from common stock offerings, offset by $3.0 million repayment on the line of credit, $0.2 million repayment of the Capchase Loan, and $0.6 million for share repurchase[277]. - The company has the ability to raise up to $150 million in cash from the sale of equity, debt, and other financial instruments under a new universal shelf Registration Statement filed with the SEC[270]. Strategic Initiatives - The company plans to invest significantly in product development and technology solutions over the next 12 to 24 months to enhance its service offerings[171]. - The company aims to convert OEM drivers to direct subscribers of the LiveOne app, which is expected to create a meaningful revenue opportunity[173]. - The company announced a digital asset treasury strategy of up to $500 million, including a bitcoin yield treasury strategy, following a public offering on July 16, 2025[257]. - Future growth will rely on expanding international operations in regions such as Europe, Asia Pacific, and Latin America, incurring significant upfront expenses[177]. Compliance and Going Concern - As of September 30, 2025, the company had a working capital deficiency of $13.1 million, raising substantial doubt about its ability to continue as a going concern[258]. - The company entered into a new Business Loan Agreement on January 28, 2025, reducing the principal amount outstanding to $3.75 million and extending the maturity date to November 20, 2025[261]. - The company borrowed $1.7 million under a Loan and Security Agreement with Capchase Inc. in August 2023, with a 9% interest rate and monthly amortization payments of approximately $73,100[262]. - As of September 30, 2025, the company was in compliance with the Capchase Loan and the Initial Debentures[279].

Financial Performance - The company reported net losses of $4,082,000 for the nine months ended September 30, 2025, and $2,603,000 for the year ended December 31, 2024, with an accumulated deficit of $12,897,000 as of September 30, 2025[88]. - For the nine months ended September 30, 2025, total operating expenses were $4,157, up from $897 in the same period of 2024, resulting in a net loss of $4,082[113]. - Cash used in operating activities was $2,357 for the nine months ended September 30, 2025, compared to $2,152 in the same period of 2024[121]. - Other income improved to $37 in Q3 2025 compared to a loss of $(664) in Q3 2024, driven by interest income from a money market account[112]. Operating Expenses - Total operating expenses for the three months ended September 30, 2025, were $1,435,000, compared to $383,000 for the same period in 2024, representing an increase of 274%[109]. - Research and development expenses for the three months ended September 30, 2025, were $608,000, up from $14,000 in the same period in 2024[109]. - General and administrative expenses increased to $827,000 for the three months ended September 30, 2025, compared to $369,000 for the same period in 2024, reflecting a rise of 124%[109]. - The increase in vendor advances amortization expense in 2025 was a significant factor in the rise of general and administrative expenses[115]. - The company incurred non-cash expenses of $2,301 during the nine months ended September 30, 2025, primarily from vendor advances amortization[121]. Revenue Generation - The company has not generated any revenue from product sales to date, with no sales recorded during the nine months ended September 30, 2025, and 2024[101]. Financing Activities - The company entered into an Equity Line of Credit Agreement with Helena Global Investment Opportunities I LTD for up to $30,000,000 in common stock purchases[91]. - During the nine months ended September 30, 2025, the company sold 3,510,000 shares of common stock to Helena for net proceeds of $3,205,000[94]. - Financing activities generated $6,660 in cash for the nine months ended September 30, 2025, compared to $5,276 in the same period of 2024, including $3,058 from private financing[123]. - The company expects to finance its operations through public or private equity offerings, debt financings, and potential collaboration agreements[90]. Regulatory Status - The company has not yet received regulatory approval for any of its product candidates, which are still in clinical trials[86]. - The company anticipates significant and increasing expenses and operating losses as it advances its product candidates through clinical development[88]. Going Concern - The company’s ability to continue as a going concern depends on raising additional capital to meet operating needs and repay liabilities[118]. - The company had cash and cash equivalents of $5,575 and shareholders' equity of $7,664 as of September 30, 2025, with expectations to fund operations for at least 12 months[117].

Financial Performance - Net sales increased by 6.3% to $5.582 million for the three months ended September 30, 2025, compared to $5.252 million for the same period in 2024 due to higher one-time sales[108] - Gross profit increased by $0.302 million or 22.0% to $1.674 million for the three months ended September 30, 2025, with gross profit percentage rising to 30.0% from 26.1% due to higher margin product revenues[110] - Net income for the three months ended September 30, 2025, was $0.509 million, a significant improvement compared to a net loss of $0.025 million for the same period in 2024[117] - Net income for the three months ended September 30, 2025, was $0.509 million, an improvement of $0.534 million compared to a net loss of $(0.025) million for the same period in 2024[118] Expenses Management - Research and development expenses decreased by $0.013 million or 21.3% to $0.048 million for the three months ended September 30, 2025, attributed to headcount reduction[112] - Selling, general and administrative expenses decreased by $0.103 million or 7.5% to $1.276 million for the three months ended September 30, 2025, due to lower compensation, rent, and travel costs[114] Cash Flow and Liquidity - The cash balance at September 30, 2025, was approximately $5.548 million, a decrease from $5.715 million at June 30, 2025[119] - Net cash used in operating activities for the three months ended September 30, 2025, was $(0.167) million, an increase of $0.135 million compared to the same period in 2024[120] - Working capital decreases contributed $(0.804) million to net cash used in operating activities for the three months ended September 30, 2025[120] - Net cash used by operating activities for the three months ended September 30, 2024, was $(0.032) million, primarily due to $(0.180) million in working capital decreases[121] - Net cash from investing activities was zero for both the three months ended September 30, 2025, and September 30, 2024[122] - Net cash from financing activities was zero for both the three months ended September 30, 2025, and September 30, 2024[123] - The company has met its working capital needs primarily from operating cash flows and financing activities over the past several years[119] - The company believes existing sources of liquidity will be sufficient to fund operations for at least 12 months from the date of the financial statements[119] Strategic Initiatives - The company plans to invest in sales and support operations to support new product initiatives and budget goals, while expecting continued decreases in total operating expenses[97] - The company aims to expand its customer base by selectively investing in its field sales force and targeting large organizations that have yet to use its products and services[98] - The company intends to increase marketing expenditures to enhance brand recognition for its proprietary products and introduce new products and services[99] - The company is focused on maintaining gross margins despite competition and price erosion, with new products expected to carry higher margins[100] Other Income - Other income increased by $0.116 million to $0.159 million for the three months ended September 30, 2025, primarily due to a one-time payables extinguishment[116] Accounting Estimates - There have been no material changes to critical accounting estimates during the three months ended September 30, 2025[124]

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,970,034, driven by earnings from investments held in the Trust Account of $2,128,162, after accounting for general and administrative costs of $158,128[113]. - For the nine months ended September 30, 2025, the company achieved a net income of $2,297,662, with earnings from investments in the Trust Account totaling $3,126,740, offset by general and administrative costs of $647,828 and share-based compensation of $181,250[113]. - Cash provided by operating activities for the nine months ended September 30, 2025, was $877,178, influenced by various operational costs and earnings from investments[117]. Initial Public Offering - The company completed its Initial Public Offering on May 16, 2025, raising gross proceeds of $201,250,000 from the sale of 20,125,000 Units, including an over-allotment option[115]. - The company incurred total offering costs of $10,727,318 related to the Initial Public Offering, including $1,500,000 in cash underwriting fees and $7,568,750 in deferred underwriting fees[116]. Trust Account and Cash Position - As of September 30, 2025, the company's Trust Account held $204,376,740 in money market funds, which will be primarily used to complete a Business Combination[119]. - The company had no cash on hand as of September 30, 2025, and $461,395 due from the Sponsor, which will be used for identifying and evaluating target businesses[120]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025, and has a contractual obligation to pay the Sponsor $30,000 per month for administrative services[125][124]. Future Financing and Concerns - The company does not anticipate needing to raise additional funds for operating expenditures but may require financing for a Business Combination or to address potential redemptions of Public Shares[122]. - Management has expressed substantial doubt about the company's ability to continue as a going concern within one year after the issuance of the unaudited financial statements due to ongoing costs and lack of cash[123].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,970,034, driven by earnings from investments held in the Trust Account of $2,128,162, after deducting general and administrative costs of $158,128 [113]. - For the nine months ended September 30, 2025, the company achieved a net income of $2,297,662, with earnings from investments in the Trust Account totaling $3,126,740, offset by general and administrative costs of $647,828 and share-based compensation of $181,250 [113]. - Cash provided by operating activities for the nine months ended September 30, 2025, was $877,178, influenced by net income and changes in operating assets and liabilities [117]. Initial Public Offering - The company completed its Initial Public Offering on May 16, 2025, raising gross proceeds of $201,250,000 from the sale of 20,125,000 Units, including an over-allotment option [115]. - The company incurred total offering costs of $10,727,318 related to the Initial Public Offering, including $1,500,000 in cash underwriting fees and $7,568,750 in deferred underwriting fees [116]. Trust Account and Cash Position - As of September 30, 2025, the company's Trust Account held $204,376,740 in money market funds, which will be primarily used to complete a Business Combination [119]. - The company had no cash on hand as of September 30, 2025, and $461,395 due from the Sponsor, which will be used for identifying and evaluating target businesses [120]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025, and has a contractual obligation to pay the Sponsor $30,000 per month for administrative services [125][124]. Future Financing and Concerns - The company does not anticipate needing to raise additional funds for operating expenditures but may require financing for a Business Combination or to cover redemptions of Public Shares [122]. - Management has raised concerns about the company's ability to continue as a going concern due to significant costs incurred in pursuit of financing and acquisition plans [123].

Financial Performance - Revenues decreased by $2,931,191, or 37%, to approximately $4,983,868 for the three months ended September 30, 2025, compared to $7,915,059 for the same period in 2024[148] - Cost of revenues decreased by $2,191,576, or 34%, to approximately $4,241,681 for the three months ended September 30, 2025, from approximately $6,433,257 for the same period in 2024[149] - Gross profit decreased by $739,615, or 50%, to $742,187 for the three months ended September 30, 2025, from $1,481,802 for the same period in 2024[150] - Revenues decreased by $1,386,066, or 8.7%, to approximately $14,582,669 for the nine months ended September 30, 2025, primarily due to a decline in new contracts and project commencements[159] - Gross profit decreased by $753,144, or 23.3%, to $2,469,088 for the nine months ended September 30, 2025, attributed to the decrease in revenue outpacing the reduction in cost of revenue[161] - Net income decreased by $3,171,601, or 1,378%, to $(3,401,659) for the nine months ended September 30, 2025, primarily due to increased general and administrative expenses[168] Expenses - Selling and marketing expenses decreased by $8,740, or 31.3%, from $27,917 in the three months ended September 30, 2024, to $19,177 in the same period of 2025[151] - General and administrative expenses increased by approximately $5,416, or 31%, to approximately $1,750,138 for the three months ended September 30, 2025, from approximately $1,744,722 for the same period in 2024[152] - General and administrative expenses increased by approximately $1,826,616, or 54%, to approximately $5,193,108 for the nine months ended September 30, 2025, mainly due to investments in talent acquisition and administrative infrastructure[164] - Depreciation and amortization expenses decreased by $19,763, or 23.8%, to $62,978 for the three months ended September 30, 2025, from $82,741 for the same period in 2024[153] Cash Flow - Net cash provided by operating activities was $(2,832,320) for the nine months ended September 30, 2025, reflecting a 168% decrease compared to $4,144,937 in the same period of 2024[170] - Net cash used in investing activities increased to $(1,071,350) for the nine months ended September 30, 2025, compared to $(750,614) in the same period of 2024, due to strategic investments in long-term assets[172] - Net cash provided by financing activities was $7,805,286 for the nine months ended September 30, 2025, compared to net cash used of $(862,660) in the same period of 2024, primarily from IPO proceeds[173] - Cash at the end of the period increased to approximately $6,597,799 as of September 30, 2025, compared to $3,768,407 at the end of the same period in 2024[169] - The company had positive working capital of $9,015,995 as of September 30, 2025, with current assets of approximately $11,326,032 and current liabilities of approximately $2,310,037[176] - Interest income increased by $29,363, or 19%, to $180,171 for the nine months ended September 30, 2025, due to higher interest rates on bank balances[167] Business Strategy - The company intends to focus its business in states with increased population and GDP growth, such as Florida, Texas, and South Carolina[132] - The company has begun to expand its real estate development segment by being the general contractor on low-rise apartment and townhome development projects[137] - The company completed its initial public offering (IPO) on March 5, 2025, issuing 1,250,000 units of Class A common stock, generating net proceeds of $4,667,636[142] - JFB holds a 19.5% ownership interest in CM OB Hotel Owner, LLC, with an investment of $1,000,000 made on April 24, 2025, for the development of a hotel[143] Accounting Policies - The Company recognizes revenue from contracts with customers based on the performance obligations satisfied over time, in accordance with ASC 606[190] - Contract assets represent revenues recognized in excess of amounts billed on contracts in progress, while contract liabilities represent billings in excess of revenues recognized[194] - Basic Earnings Per Share (EPS) is calculated using the two-class method, dividing net earnings available to common shareholders by the weighted average number of common shares outstanding[197] - Diluted EPS is computed under both the two-class method and the treasury stock method, reporting the more dilutive result[198] - The Company adopted ASU 2023-07 on January 1, 2024, with no material impact on its consolidated financial statements[206] - ASU 2023-09, effective for annual periods beginning after December 15, 2024, enhances income tax disclosure requirements[207] - The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements[208] - The Company discloses all material related party transactions in accordance with ASC 850 and SEC Regulation S-X[205] - The Company identifies performance obligations as distinct promises to transfer goods or services to a customer, ensuring clarity in revenue recognition[192] - The Company applies the cost-to-cost method to measure progress toward completion of contracts, estimating total contract costs[193]

Financial Performance - For the three months ended September 30, 2025, the company reported net income of $519,000, an increase of $115,000 compared to $404,000 for the same period in 2024, driven by higher net interest income and a decrease in provision for credit losses [112]. - For the nine months ended September 30, 2025, net income reached $1.6 million, up from $1.1 million in the same period of 2024, reflecting an increase of $541,000 attributed to higher net interest income and noninterest income [113]. - Net income for the three months ended September 30, 2025, increased by $115,000, or 28.5%, to $519,000 compared to $404,000 for the same period in 2024 [133]. - Net income increased by $541,000, or 49.6%, to $1.6 million for the nine months ended September 30, 2025, compared to $1.1 million for the same period in 2024 [159]. Assets and Liabilities - Consolidated assets increased by $5.1 million, or 1.1%, from $451.3 million at December 31, 2024, to $456.4 million at September 30, 2025 [110]. - Total assets increased by $5.1 million, or 1.1%, to $456.4 million at September 30, 2025, from $451.3 million at December 31, 2024 [124]. - Total liabilities increased to $409.58 million at September 30, 2025, from $400.60 million at December 31, 2024 [188]. - The average balance of interest-bearing liabilities increased by $6.0 million to $378.2 million for the nine months ended September 30, 2025, from $372.2 million for the same period in 2024 [166]. Deposits - Deposits rose by $849,000, or 0.2%, from $354.2 million at December 31, 2024, to $355.0 million at September 30, 2025 [110]. - Total deposits increased by $849,000, or 0.2%, to $355.0 million at September 30, 2025, reflecting a rise in money market and interest-bearing demand deposit accounts [130]. - Certificates of deposit due within one year totaled $115.0 million, representing 67.2% of total certificates of deposit and 32.4% of total deposits [198]. Credit Losses and Allowance - The allowance for credit losses at September 30, 2025, reflects the company's estimate of lifetime credit losses expected from its loan portfolio, with potential adjustments based on economic conditions and loan performance [118]. - The allowance for credit losses on loans was $4.5 million, or 1.26%, of loans outstanding at September 30, 2025, compared to $4.4 million, or 1.25%, at December 31, 2024 [145]. - The provision for credit losses on loans increased to $90,000 for the nine months ended September 30, 2025, from $25,000 in the same period of 2024, marking a 260% increase [192]. Income and Expenses - Total interest and dividend income rose by $266,000, or 4.4%, to $6.3 million for the three months ended September 30, 2025, driven by an increase in average interest-earning assets [134]. - Total interest and dividend income increased by $946,000, or 5.4%, to $18.5 million for the nine months ended September 30, 2025, from $17.6 million for the same period in 2024 [160]. - Noninterest expenses increased due to various factors, including salaries, marketing, and merger-related costs, impacting overall profitability [111]. - Total noninterest expenses increased by $722,000, or 9.6%, to $8.3 million for the nine months ended September 30, 2025, from $7.5 million for the same period in 2024 [177]. Interest Income and Margin - Net interest income increased by $551,000, or 19.5%, to $3.4 million for the three months ended September 30, 2025, compared to $2.8 million for the same period in 2024 [143]. - Net interest income increased by $1.5 million, or 17.9%, to $9.7 million for the nine months ended September 30, 2025, compared to $8.2 million for the same period in 2024 [170]. - The net interest margin increased by 40 basis points to 2.97% for the three months ended September 30, 2025, from 2.57% for the same period in 2024 [143]. - The net interest margin improved to 2.90% for the nine months ended September 30, 2025, compared to 2.54% in 2024 [181]. Strategic Initiatives - The company has emphasized expanding its commercial lending infrastructure, particularly in commercial real estate and industrial loan portfolios, to diversify its balance sheet and improve interest income [110]. - The company aims to attract more commercial deposit accounts as part of its growth strategy in the primary market area of Chester and Lancaster Counties [110]. - The company is currently pursuing a merger with Norwood, which may involve significant transaction costs and regulatory approvals that could affect future operations [114]. Liquidity and Capital - As of September 30, 2025, the company's liquidity ratio averaged 14.9%, exceeding the target of 5.0% [195]. - The company monitors its liquidity position daily to ensure it can meet both short and long-term liquidity needs [198]. - The company exceeded all regulatory capital requirements and was considered "well capitalized" as of September 30, 2025 [199]. - The company anticipates sufficient funds to meet current funding commitments, with expectations that a substantial portion of maturing certificates of deposit will be renewed [202].

Financial Performance - The company reported a net loss of $134,902 for the nine months ended September 30, 2025, compared to a net loss of $16,341 for the same period in 2024, indicating an increase in losses of approximately 726.5%[14]. - For the three months ended September 30, 2025, the Company reported a net loss of $25,103, while for the nine months ended September 30, 2025, the net loss was $134,902[102]. - The company’s accumulated deficit increased to $197,593,000 as of September 30, 2025, compared to $62,691,000 as of December 31, 2024, reflecting a significant increase in losses[11]. - The net cash used in operating activities for the nine months ended September 30, 2025, was $104,349,000, compared to $40,091,000 for the same period in 2024[21]. - The Company lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[110]. Assets and Cash Position - As of September 30, 2025, total assets amounted to $174,160,000, a decrease from $213,223,000 as of December 31, 2024, representing a decline of approximately 18.3%[11]. - Cash at the end of the period was $49,796,000, down from $129,309,000 at the beginning of the period, reflecting a decrease of about 61.5%[21]. - As of September 30, 2025, the Company had $49,796 in cash and a working capital deficit of $296,957[37]. IPO and Fundraising - The company completed its IPO on October 8, 2025, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit[25]. - The Company completed its IPO on October 8, 2025, selling 11,500,000 units at $10.00 per unit, generating gross proceeds of $115,000,000[103]. - The private placement of 360,000 units generated total proceeds of $3,600,000, with 245,000 units going to the Sponsor and 115,000 units to the underwriter[88]. - The funds from the IPO and Private Placement are intended to be used primarily for completing the business combination and financing operations of the target business[106]. Transaction Costs - Transaction costs related to the IPO totaled $7,370,254, which included a cash underwriting fee of $2,300,000 and a deferred underwriting fee of $4,600,000[27]. - Total transaction costs amounted to $7,370,254, including $2,300,000 in cash underwriting commissions paid at the IPO closing[131]. - The underwriters received a cash underwriting discount of 2% of the gross proceeds, amounting to $2.3 million, with a deferred fee of up to $4.6 million contingent on completing a Business Combination[74]. Business Operations and Future Plans - The company has not commenced any operations as of September 30, 2025, and will not generate operating revenues until after completing a business combination[24]. - The Company must complete a business combination with a fair market value equal to at least 80% of the net assets held in the Trust Account[28]. - The Company has until April 8, 2027, to complete its initial Business Combination, or it will trigger an automatic winding up and liquidation[38]. - The Company has not generated any revenues to date and does not expect to do so until after completing a business combination[100]. - The Company expects to generate non-operating income from interest on marketable securities held in the Trust Account[101]. Shareholder Information - The Company has issued 3,833,333 Class B ordinary shares, with an additional paid-in capital of $25,000[17]. - As of September 30, 2025, the Company had 3,833,333 Class B ordinary shares issued and outstanding, with no shares subject to forfeiture due to the full exercise of the underwriter's over-allotment option[66][77]. - The Company is authorized to issue a total of 200,000,000 Class A ordinary shares, with none issued or outstanding as of September 30, 2025[76]. Loans and Financial Instruments - The Company has received loans from the Sponsor totaling $300,000 as of September 30, 2025, to cover transaction costs related to the IPO[37]. - The Promissory Note from the Sponsor amounted to $300,000 as of September 30, 2025, with an extension of the due date to September 17, 2026[68]. - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[51]. Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[43]. - The Company has no income tax provision as it is not subject to income taxes in the British Virgin Islands or the United States[59]. - The Company recognized no unrecognized tax benefits or accrued interest and penalties as of September 30, 2025[58]. - The registration rights agreement allows holders to demand registration of their securities up to three times, with certain conditions[113]. Risks and Uncertainties - The Company is subject to risks and uncertainties that could adversely affect its ability to complete a business combination, including geopolitical tensions and economic volatility[94]. - The Company has not incurred any long-term debt or capital lease obligations[112]. - The Company has no off-balance sheet arrangements as of September 30, 2025[111].

Financial Performance - Net income for Q3 2025 increased by $3.4 million to $5.6 million, or $0.62 per diluted share, compared to $2.2 million, or $0.36 per diluted share, in Q3 2024[148] - For the nine months ended September 30, 2025, net income increased by $4.3 million to $12.2 million, or $1.35 per diluted share, compared to $7.9 million, or $1.26 per diluted share, in the same period of 2024[155] - Net income for the three months ended September 30, 2025, increased by $3.4 million to $5.6 million, or $0.62 per diluted share, compared to $2.2 million, or $0.36 per diluted share, for the same period in 2024[171] Interest Income and Margin - Net interest income increased by $6.5 million, driven by a $7.6 million increase in total interest income, with a 38.0% increase in average earning assets of $522.8 million[151] - Net interest income for the three months ended September 30, 2025, increased by $6.5 million, or 55.7%, to $18.3 million, driven by a $7.0 million increase in interest income and fees on loans[174] - The net interest margin for the third quarter of 2025 was 3.84%, an increase of 41 basis points compared to 3.43% for the same period in the prior year[177] - Net interest income for the nine months ended September 30, 2025, increased by $20.2 million, or 59.3%, to $54.3 million, with total interest income rising by $23.4 million[178] - The net interest margin for the nine months ended September 30, 2025, was 3.85%, compared to 3.36% for the same period in the prior year, reflecting a 49 basis point increase[182] Noninterest Income and Expenses - Noninterest income rose by $1.3 million in Q3 2025, primarily from increases in service charges and fees related to the Touchstone acquisition[153] - Noninterest income increased by $1.3 million, or 40.5%, to $4.5 million for Q3 2025 compared to Q3 2024[189] - Noninterest income for the nine months ended September 30, 2025, rose by $2.1 million, or 20.8%, to $12.0 million compared to the same period in 2024[190] - Noninterest expenses increased by $5.3 million, mainly due to a $2.6 million rise in salaries and employee benefits related to the Touchstone merger[154] - Noninterest expenses increased by $5.3 million, or 50.9%, to $15.8 million for Q3 2025 compared to Q3 2024, primarily due to a $2.6 million increase in salaries and employee benefits[191] - Noninterest expenses for the nine months ended September 30, 2025, rose by $18.3 million, or 59.0%, to $49.3 million compared to the same period in 2024[192] Credit Losses and Allowance - Provision for credit losses decreased by $1.5 million in Q3 2025, totaling $193 thousand, compared to $1.7 million in Q3 2024[152] - The provision for credit losses for the three-month period ended September 30, 2025, was $193 thousand, significantly lower than $1.7 million for the same period last year[187] - The allowance for credit losses to total loans ratio decreased to 1.01% at September 30, 2025, down from 1.28% at September 30, 2024[188] - The net charge-offs for the first nine months of 2025 totaled $3.8 million, compared to $2.4 million for the same period in 2024[188] Assets and Liabilities - Total assets as of September 30, 2025, were $2,022,958 thousand, an increase from $1,449,264 thousand in the prior year[183] - Total earning assets increased to $1,897,328 thousand with an average yield of 5.26%, compared to $1,374,566 thousand and 5.08% in the prior year[183] - Total deposits reached $1.810 billion as of September 30, 2025, reflecting a $5.8 million (0.6%) increase from December 31, 2024, and a $556.3 million (44.4%) increase from September 30, 2024[210] - Total interest-bearing liabilities increased to $1,310,653 thousand with an interest expense of $6,792 thousand, resulting in a cost of funds of 2.06%[183] - Loans totaled $1.419 billion at September 30, 2025, reflecting a decrease of $31.4 million, or 8.7%, from December 31, 2024[200] Capital and Liquidity - The Bank's total capital to risk-weighted assets ratio was 13.40% as of September 30, 2025, exceeding the minimum requirement of 8.00%[218] - The Tier 1 capital to risk-weighted assets ratio was 12.36% as of September 30, 2025, above the minimum requirement of 6.00%[218] - The common equity Tier 1 capital to risk-weighted assets ratio was 12.36% as of September 30, 2025, surpassing the minimum requirement of 4.50%[218] - Liquidity sources available to the Bank totaled $783.2 million on September 30, 2025, up from $758.0 million on December 31, 2024, and $499.1 million on September 30, 2024[213] - Estimated uninsured customer deposits amounted to $555.0 million on September 30, 2025, compared to $537.0 million on December 31, 2024, and $400.1 million on September 30, 2024[214] Merger and Acquisition Costs - The Company incurred merger costs totaling $2.0 million and $7.2 million for the nine months ended September 30, 2025, and the year ended December 31, 2024, respectively[147] - Noninterest expenses for the nine months increased by $18.3 million, primarily due to merger expenses of $2.0 million and additional operating costs from the Touchstone merger[160] Tax and Shareholder Equity - The effective tax rate for Q3 2025 was 18.6%, compared to 19.5% for Q3 2024[194] - Total shareholders' equity increased by $14.7 million during the first nine months of 2025, primarily from an $8.0 million increase in retained earnings[199] Other Financial Metrics - The efficiency ratio, a non-GAAP measure, is used to assess operational efficiency, calculated by dividing noninterest expenses by the sum of net interest income and noninterest income[161] - The efficiency ratio for the three months ended September 30, 2025, was 67.97%, compared to 67.95% for the same period in 2024[165] - The company experienced a $20.2 million increase in net interest income after provision for the nine months ended September 30, 2025, offset by an $18.3 million increase in noninterest expenses[173] - The Company had commitments to extend credit totaling $288.1 million as of September 30, 2025, compared to $212.9 million at the same date in 2024[221] - The Company recognized an $80 thousand gain on the early redemption of a $500 thousand tranche of subordinated debt during the second quarter of 2025[211] - The cash flow hedges related to interest rate swaps had a fair value of $2.3 million as of September 30, 2025[225]