UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to __________ Commission File Number 001-42425 PANTAGES CAPITAL ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands N/A (I.R.S. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to __________ Commission File Number 001-42425 PANTAGES CAPITAL ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands N/A (State o ...

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 quarter ended June 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 001-40049 SPRINGBIG HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 88-2789488 | | --- | --- | | (State or ...

[Q2-2025 Financial and Operational Highlights](index=1&type=section&id=Q2-2025%20Financial%20and%20Operational%20Highlights) Contango ORE, Inc. announced record high income from operations of **$23.0 million** and net income of **$15.9 million** for the quarter ended June 30, 2025 (Q2-2025) - Production during Q2-2025 exceeded quarterly guidance, with **17,764 ounces of gold** sold at cash costs of **$1,416 per ounce** and all-in-sustaining costs (AISC) of **$1,548 per ounce**, which is well below the **2025 target of $1,625 per ounce**[2](index=2&type=chunk)[3](index=3&type=chunk) - The third campaign of 2025 is scheduled to commence on August 14, 2025, with Contango's share of production expected to be **15,000 ounces of gold**[2](index=2&type=chunk) [Financial Performance Overview](index=1&type=section&id=Financial%20Performance%20Overview) [Statement of Operations (Q2-2025 vs Q2-2024)](index=1&type=section&id=Statement%20of%20Operations%20%28Q2-2025%20vs%20Q2-2024%29) Contango ORE, Inc. achieved a substantial turnaround in its Q2-2025 statement of operations, reporting significant income from operations and net income, a stark contrast to losses in the prior year period Q2-2025 vs Q2-2024 Financial Performance | Metric | Q2-2025 | Q2-2024 | | :-------------------------- | :---------- | :---------- | | Income from Operations | $23.0 M | ($3.1 M) | | Net Income (Loss) | $15.9 M | ($18.5 M) | | EPS (Issued Share) | $1.26 | ($1.90) | | EPS (Fully-Diluted Share) | $1.24 | ($1.90) | | Gold Ounces Sold | 17,764 oz | N/A | | Cash Costs per Ounce | $1,416 | N/A | | AISC per Ounce | $1,548 | N/A | [Statement of Cash Flows (YTD-2025 vs YTD-2024)](index=1&type=section&id=Statement%20of%20Cash%20Flows%20%28YTD-2025%20vs%20YTD-2024%29) Year-to-date cash flow from operating activities saw a significant positive shift, primarily driven by gold production and distributions from the Peak Gold JV, while investing activities decreased substantially YTD-2025 vs YTD-2024 Cash Flow Summary | Metric | YTD-2025 | YTD-2024 | | :-------------------------------- | :---------- | :---------- | | Net Cash from Operating Activities | $36.9 M | ($6.9 M) | | Cash Used in Investing Activities | $0.16 M | $27.2 M | | Cash Used in Financing Activities | $20.5 M | ($42.7 M) | | Unrestricted Cash (as of June 30) | $36.5 M | N/A | | Unrestricted Cash (as of Dec 31, 2024) | N/A | $20.1 M | - The increase in net cash provided by operating activities was primarily driven by gold production at the Manh Choh project and the receipt of **$54.0 million** in cash distributions from the Peak Gold JV[4](index=4&type=chunk) - Cash used in investing activities significantly decreased to **$0.16 million** in YTD-2025 compared to **$27.2 million** in YTD-2024, which related to funding Contango's share of Manh Choh development costs in 2024[4](index=4&type=chunk) - Cash used in financing activities for YTD-2025 was **$20.5 million**, primarily due to **$22.0 million** in principal repayments on its credit facility, contrasting with YTD-2024 inflows from debt drawdowns and an equity raise[4](index=4&type=chunk)[5](index=5&type=chunk) [Operational Updates](index=2&type=section&id=Operational%20Updates) [Manh Choh Project](index=2&type=section&id=Manh%20Choh%20Project) The Manh Choh Project demonstrated robust production and sales figures for Q2-2025 and YTD-2025, with costs managed below target, and continued progress in development and exploration [Production and Sales Performance](index=2&type=section&id=Production%20and%20Sales%20Performance) Contango's share of gold and silver sales from the Manh Choh project contributed significantly to revenue, supported by favorable realized gold prices and substantial cash distributions from the Peak Gold JV Contango's Share (30% basis) - Manh Choh Project | Metric | Q2-2025 | YTD-2025 | Unit | | :-------------------------------- | :---------- | :---------- | :--- | | Gold ounces sold | 17,764 | 35,146 | oz | | Silver ounces sold | 15,472 | 28,242 | oz | | Total gold sales | $58,157,337 | $109,384,105 | | | Total silver sales | $531,100 | $943,964 | | | Average realized spot gold price | $3,274 | $3,112 | per oz sold | | Average realized blended Carry Trade gold price | $2,441 | $2,385 | per oz sold | | Cash distributions received from Peak Gold JV | $30,000,000 | $54,000,000 | | [Costs and Guidance](index=2&type=section&id=Costs%20and%20Guidance) The project maintained competitive cash costs and AISC, with the latter seeing a slight increase due to planned capital expenditures, while reaffirming its 2025 gold production guidance Manh Choh Project Costs and Guidance | Metric | Q2-2025 | YTD-2025 | Unit | | :-------------------------------- | :---------- | :---------- | :--- | | Cash costs on By-Product Basis | $1,416 | $1,375 | per oz sold | | AISC on By-Product Basis | $1,548 | $1,461 | per oz sold | | 2025 Gold Production Guidance | N/A | 60,000 | oz | - The increase in AISC from Q1-2025 to Q2-2025 was primarily a result of sustaining capital expenditures on planned tractor replacements and the ongoing exploration drilling program at Manh Choh[5](index=5&type=chunk) [Development and Exploration Activities](index=2&type=section&id=Development%20and%20Exploration%20Activities) The Peak Gold JV successfully processed a significant volume of ore with high gold recovery, and Contango continued its permitting and baseline environmental work for future development - During Q2-2025, the Peak Gold JV (100% basis) processed **255,000 tons of ore** with an average grade of **0.220 oz per ton**, resulting in approximately **52,000 oz of recovered gold** (Contango's 30% share amounts to **15,700 oz**)[5](index=5&type=chunk) - The Company continued with ongoing work to permit the underground exploration drift and baseline environmental and engineering work for road and barge landing easements, with field crews starting at the end of July 2025[6](index=6&type=chunk) [Debt, Hedge Contracts, and Other Assets](index=3&type=section&id=Debt%2C%20Hedge%20Contracts%2C%20and%20Other%20Assets) The company actively managed its financial position through significant debt repayments, settlement of hedge contracts, and strategic acquisition of a new royalty, while maintaining a healthy cash balance [Debt Repayments](index=3&type=section&id=Debt%20Repayments) Contango made substantial repayments on its credit facility during and after Q2-2025, significantly reducing its outstanding principal balance - During Q2-2025, Contango repaid **$8.2 million** on its credit facility, reducing the outstanding principal balance by **21% to $30.1 million**[8](index=8&type=chunk) - Subsequent to period end, on July 11, 2025, an additional **$7 million** was repaid, further reducing the outstanding principal balance by **23% to $23.1 million**[8](index=8&type=chunk) [Hedge Contract Management](index=3&type=section&id=Hedge%20Contract%20Management) The company settled a "Carry Trade" hedge contract, reducing its overall hedge agreement balance - Contango settled a "Carry Trade" on July 31, 2025, involving **11,900 ounces of gold**, with a net payment of **$15.7 million** from Contango in exchange for the reduction of ounces under the hedge agreement[5](index=5&type=chunk)[8](index=8&type=chunk) - As of July 31, 2025, the remaining hedge agreement balance was **62,900 ounces**[8](index=8&type=chunk) [Marketable Securities and Royalties](index=3&type=section&id=Marketable%20Securities%20and%20Royalties) Contango holds a significant stake in Onyx Gold Corp. and recently acquired a new royalty, diversifying its asset base - The Company owns **5 million shares** in Onyx Gold Corp., valued at **Cdn$10.4 million** as of June 30, 2025, as a result of acquiring Highgold Mining Inc. in July 2024[8](index=8&type=chunk) - On July 1, 2025, Contango acquired an existing **0.5% net smelter return royalty** on the Lucky Shot project for **$250,000**[8](index=8&type=chunk) [Corporate Information](index=4&type=section&id=Corporate%20Information) [About Contango ORE, Inc.](index=4&type=section&id=About%20Contango%20ORE%2C%20Inc.) Contango ORE, Inc. is a NYSE American-listed company focused on gold and associated mineral exploration in Alaska, holding significant interests in several key projects including the Manh Choh project - Contango is a NYSE American listed company engaged in exploration for gold and associated minerals in Alaska[10](index=10&type=chunk) - The Company holds a **30% interest** in the Peak Gold JV, which operates the Manh Choh project, with the remaining **70%** owned by KG Mining (Alaska), Inc., a subsidiary of Kinross Gold Corporation[10](index=10&type=chunk) - Contango also holds leases on the Johnson Tract and Lucky Shot projects, and **100% interest** in approximately **153,600 acres** of State of Alaska mining claims[10](index=10&type=chunk) [Conference Call and Webcast](index=4&type=section&id=Conference%20Call%20and%20Webcast) Contango will host a conference call and webcast on August 14, 2025, to discuss its second-quarter results - Contango will host a conference call and webcast to discuss the second quarter results on **Thursday, August 14, 2025, at 1:00pm EST / 10:00am PST**[9](index=9&type=chunk) - Participants may join the webcast using the link: https://6ix.com/event/contango-ore-q2-update[9](index=9&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section serves as a cautionary note, highlighting that the press release contains forward-looking statements subject to various risks and uncertainties inherent in the mining industry, which could cause actual results to differ materially - This press release contains forward-looking statements intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995[11](index=11&type=chunk) - Forward-looking statements are based on current expectations, estimates, and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those reflected in the statements[11](index=11&type=chunk) - Key risks include operational risks in exploration and mining, geological uncertainties, volatility of natural resources prices, availability and cost of financing, and potential delays or changes in government policies or approvals[11](index=11&type=chunk) [Contacts](index=5&type=section&id=Contacts) Provides contact information for Contango ORE, Inc. for further inquiries - Contact: Rick Van Nieuwenhuyse, President and CEO of Contango ORE, Inc[13](index=13&type=chunk) - Phone: (907) 888-4273[13](index=13&type=chunk) - Website: www.contangoore.com[13](index=13&type=chunk)

PART I - Financial Information [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited financial statements reflect a Q2 2025 net loss of $17.6 million amid rising operating costs and impairment charges Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | July 1, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,264 | $1,149 | | Total current assets | $21,266 | $20,192 | | Property and equipment, net | $122,936 | $137,237 | | Total assets | $294,575 | $324,648 | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $68,372 | $65,717 | | Long-term debt, net | $106,441 | $100,742 | | Total liabilities | $325,350 | $330,227 | | Total stockholders' deficit | ($30,775) | ($5,579) | - Total assets decreased from **$324.6 million** at year-end 2024 to **$294.6 million** as of July 1, 2025, while the company's stockholders' deficit widened significantly from **$5.6 million** to **$30.8 million**[13](index=13&type=chunk) Q2 2025 vs Q2 2024 Statement of Operations (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total revenue | $126,433 | $127,352 | | Total costs and expenses | $141,211 | $138,870 | | Loss from operations | ($14,778) | ($11,518) | | Net loss | ($17,552) | ($13,625) | | Basic and diluted loss per share | ($0.38) | ($0.30) | First Half 2025 vs First Half 2024 Statement of Operations (in thousands, except per share data) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Total revenue | $250,227 | $248,746 | | Total costs and expenses | $271,392 | $264,360 | | Loss from operations | ($21,165) | ($15,614) | | Net loss | ($26,609) | ($19,765) | | Basic and diluted loss per share | ($0.58) | ($0.44) | - The company's net loss widened to **$17.6 million** in Q2 2025 from **$13.6 million** in Q2 2024, driven by higher costs and expenses, particularly restaurant impairments and closure costs[15](index=15&type=chunk) - The total stockholders' deficit increased from **$5.6 million** at the end of 2024 to **$30.8 million** as of July 1, 2025, primarily driven by the **net loss of $26.6 million** incurred during the first half of 2025[18](index=18&type=chunk) Cash Flow Summary for the Two Fiscal Quarters Ended (in thousands) | Cash Flow Activity | July 1, 2025 | July 2, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $3,181 | $11,728 | | Net cash used in investing activities | ($6,318) | ($15,774) | | Net cash provided by financing activities | $4,252 | $2,839 | | **Net increase (decrease) in cash** | **$1,115** | **($1,207)** | - Cash provided by operating activities significantly decreased to **$3.2 million** in the first half of 2025 from **$11.7 million** in the same period of 2024[23](index=23&type=chunk) - As of July 1, 2025, the company operated **453 restaurants** system-wide, consisting of 364 company-owned and 89 franchise locations[26](index=26&type=chunk) - The company had **$108.3 million** of indebtedness outstanding under its A&R Credit Agreement as of July 1, 2025, with interest rates ranging from **8.07% to 10.25%** during the first half of the year[36](index=36&type=chunk)[37](index=37&type=chunk) - In Q2 2025, the company recorded **$11.9 million** in restaurant impairment charges on 15 restaurants, an increase from the **$10.9 million** impairment on 12 restaurants in Q2 2024[47](index=47&type=chunk)[49](index=49&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Comparable restaurant sales grew 1.5% in Q2 2025, but profitability declined due to higher costs and impairment charges - System-wide comparable restaurant sales increased **1.5%** in Q2 2025, with a **1.5%** increase at company-owned and **1.6%** at franchise-owned restaurants[71](index=71&type=chunk) - The company is responding to macroeconomic uncertainty with a comprehensive menu upgrade, increased marketing, and plans for new value offerings[72](index=72&type=chunk) - The company permanently closed nine company-owned restaurants in the first half of 2025 and anticipates closing an additional **19 to 23 restaurants** during the remainder of the year[77](index=77&type=chunk) - The company uses key metrics including revenue, comparable restaurant sales, average unit volumes (AUVs), and adjusted EBITDA to evaluate performance[78](index=78&type=chunk) - Comparable restaurant sales are a key metric, defined as year-over-year sales comparisons for restaurants open at least 18 full periods[81](index=81&type=chunk) Adjusted EBITDA Reconciliation (in thousands) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(17,552) | $(13,625) | $(26,609) | $(19,765) | | EBITDA | $(7,639) | $(4,151) | $(6,936) | $(877) | | Adjusted EBITDA | $6,016 | $9,195 | $8,420 | $14,695 | Restaurant Contribution Margin | Period | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Restaurant Contribution Margin | 12.8% | 15.5% | 11.6% | 14.4% | - In Q2 2025, total revenue decreased slightly by **0.7%** to **$126.4 million**, while net loss increased by **28.8%** to **$17.6 million** compared to Q2 2024[100](index=100&type=chunk)[101](index=101&type=chunk) - For the first half of 2025, total revenue increased by **0.6%** to **$250.2 million**, while net loss widened by **34.6%** to **$26.6 million** compared to the same period in 2024[113](index=113&type=chunk)[114](index=114&type=chunk) - The company believes it has sufficient cash sources for at least the next twelve months from available cash, its revolving credit facility, and cash flows from operations[125](index=125&type=chunk) - Net cash from operating activities decreased to **$3.2 million** in H1 2025 from **$11.7 million** in H1 2024, primarily due to lower net income adjusted for non-cash items[126](index=126&type=chunk)[127](index=127&type=chunk) - Capital expenditures for fiscal year 2025 are estimated to be between **$12.0 million** and **$13.0 million**[133](index=133&type=chunk) - As of July 1, 2025, the company had a cash balance of **$2.3 million** and **$13.7 million** available for future borrowings under its A&R Credit Agreement[135](index=135&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to market risks from interest rate fluctuations, commodity volatility, and inflation - The company is exposed to interest rate risk on its **$108.3 million** of outstanding variable-rate debt; a **1.0%** change in the effective interest rate would result in an annualized pre-tax interest expense fluctuation of approximately **$1.1 million**[141](index=141&type=chunk) - The company faces commodity price risk for products like food and uses purchasing contracts to manage this risk[142](index=142&type=chunk) - Inflationary factors affecting operations include food, labor, and energy costs, and the company anticipates that inflation may continue to affect its results[143](index=143&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of July 1, 2025[145](index=145&type=chunk) - No changes occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[146](index=146&type=chunk) PART II - Other Information [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings - As of the report date, the company is not a party to any material legal proceedings[148](index=148&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from potential Nasdaq delisting and more restrictive future debt covenants - On June 24, 2025, the company received a notice from Nasdaq for non-compliance with the minimum **$1.00 bid price requirement**, giving it 180 days to regain compliance[151](index=151&type=chunk) - Failure to regain compliance with Nasdaq's listing requirements could result in **delisting**, leading to reduced liquidity and difficulty in obtaining future financing[154](index=154&type=chunk) - The company's credit facility covenants become more restrictive beginning in Q4 2025, and non-compliance could trigger **default and debt acceleration**[159](index=159&type=chunk)[160](index=160&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[162](index=162&type=chunk) [Item 3. Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[163](index=163&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[164](index=164&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter - No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter[165](index=165&type=chunk) [Item 6. Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with the Form 10-Q

[Q2 2025 Financial & Operational Highlights](index=1&type=section&id=Q2%202025%20Financial%20%26%20Operational%20Highlights) [Key Performance Indicators](index=1&type=section&id=Key%20Performance%20Indicators) For the second quarter of 2025, Binah Capital Group reported a 2% year-over-year revenue increase to $42 million and an 11% growth in Assets Under Management (AuM) to $28 billion. While the GAAP net loss remained stable at $0.7 million, EBITDA, a non-GAAP measure, increased to $1.0 million from $0.6 million in the prior-year period Q2 2025 Key Metrics (Year-over-Year) | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | $42 million | ~$41.2 million | +2% | | Assets Under Management (AuM) | $28 billion | ~$25.2 billion | +11% | | Gross Profit | $8.8 million | $7.3 million | +21% | | GAAP Net Loss | $0.7 million | $0.7 million | Comparable | | EBITDA (Non-GAAP) | $1.0 million | $0.6 million | +67% | [Management Commentary](index=1&type=section&id=Management%20Commentary) The CEO, Craig Gould, expressed satisfaction with the quarter's strong performance, attributing the growth in revenue and EBITDA to the company's advisor-centric platform and disciplined execution of its strategy. He conveyed confidence in the company's position to capture future growth opportunities and create long-term shareholder value - Management credits the sustained momentum and growth in **revenue** and **EBITDA** to their advisor-centric business model and effective strategic execution[2](index=2&type=chunk) - The company believes its differentiated business model and execution capabilities position it well for **future growth** and **long-term value creation**[2](index=2&type=chunk) [Financial Statements](index=2&type=section&id=Financial%20Statements) [Consolidated Statement of Operations](index=5&type=section&id=Consolidated%20Statement%20of%20Operations) For Q2 2025, total revenues grew 2% YoY to $41.5 million, driven by increases in commissions and advisory fees. Total expenses remained relatively flat, resulting in a stable net loss of $0.7 million, or ($0.04) per share, comparable to the prior-year period. For the six-month period, the company swung to a net income of $0.4 million from a net loss of $2.3 million in the prior year, primarily due to lower professional fees and interest expenses Statement of Operations Summary (in thousands) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$41,497** | **$40,648** | **$90,431** | **$82,095** | | Commissions | $33,998 | $33,663 | $75,137 | $68,057 | | Advisory fees | $6,627 | $6,320 | $13,542 | $12,004 | | **Total Expenses** | **$42,058** | **$41,171** | **$89,537** | **$84,062** | | **Net Income (Loss)** | **($654)** | **($736)** | **$378** | **($2,319)** | | EPS (basic and diluted) | ($0.04) | ($0.04) | $0.02 | ($0.18) | [Consolidated Balance Sheet](index=4&type=section&id=Consolidated%20Balance%20Sheet) As of June 30, 2025, the company's total assets increased slightly to $67.8 million from $66.7 million at year-end 2024. Total liabilities also grew to $51.4 million from $50.5 million, primarily due to an increase in accounts payable and accrued expenses. Total stockholders' equity and mezzanine equity saw a modest increase to $16.4 million Balance Sheet Summary (in thousands) | Account | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash, cash equivalents and restricted cash | $8,170 | $8,486 | | **Total Assets** | **$67,791** | **$66,677** | | Notes payable, net | $18,620 | $19,561 | | **Total Liabilities** | **$51,404** | **$50,499** | | **Total Stockholders' Equity and Mezzanine Equity** | **$16,387** | **$16,178** | [Liquidity and Capital](index=2&type=section&id=Liquidity%20and%20Capital) The company reported $8.2 million in cash and cash equivalents and $18.6 million in outstanding long-term debt (net of unamortized issuance costs) as of the end of the second quarter of 2025 - As of June 30, 2025, the company held **$8.2 million** in cash and cash equivalents[6](index=6&type=chunk) - Outstanding long-term debt, net of unamortized issuance costs, was **$18.6 million**[6](index=6&type=chunk) [Non-GAAP Financial Measures](index=1&type=section&id=Non-GAAP%20Financial%20Measures) [EBITDA Reconciliation](index=6&type=section&id=EBITDA%20Reconciliation) The company uses EBITDA, a non-GAAP measure defined as net income adjusted for interest, taxes, depreciation, and amortization, to evaluate earnings from operations. For Q2 2025, EBITDA increased to $1.0 million from $0.6 million in Q2 2024. This was derived from a net loss of $0.7 million, adjusted for items including interest expense ($0.5M), share-based compensation ($0.8M), taxes ($0.1M), and D&A ($0.2M) Reconciliation of Net Income to EBITDA (in millions) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | ($0.7) | ($0.7) | $0.4 | ($2.3) | | Interest expense | $0.5 | $0.8 | $1.1 | $1.9 | | Share-based compensation | $0.8 | - | $0.8 | - | | Provision for income taxes | $0.1 | $0.2 | $0.5 | $0.4 | | Depreciation and amortization | $0.2 | $0.3 | $0.4 | $0.6 | | **EBITDA** | **$1.0** | **$0.6** | **$3.2** | **$0.5** | - EBITDA is presented as management believes it is a **useful metric** for understanding the company's earnings from operations, though it is not a GAAP measure and has limitations[9](index=9&type=chunk)[16](index=16&type=chunk) [Company Information and Disclosures](index=2&type=section&id=Company%20Information%20and%20Disclosures) [About Binah Capital Group](index=2&type=section&id=About%20Binah%20Capital%20Group) Binah Capital Group is a financial services enterprise that operates a network of firms to empower independent financial advisors. It functions as a national broker-dealer aggregator with an innovative hybrid-friendly model, providing Registered Investment Advisors (RIAs) with resources and a platform to manage both commission-based and advisory business - The company's business model is a **national broker-dealer aggregator** focused on empowering independent financial advisors[8](index=8&type=chunk) - Binah utilizes a **hybrid-friendly model** to support RIAs in managing both commission-based and advisory practices[8](index=8&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section contains standard "safe harbor" language, cautioning investors that the press release includes forward-looking statements regarding the company's financial outlook and strategic initiatives. These statements are subject to numerous risks and uncertainties, such as regulatory compliance, advisor misconduct, investment performance, and market conditions, which could cause actual results to differ materially - The report includes **forward-looking statements** subject to a **'safe harbor' provision**, which are based on assumptions and subject to uncertainties[10](index=10&type=chunk) - Key risks that could affect future results include **regulatory compliance, advisor misconduct, investment performance, and brand reputation**[11](index=11&type=chunk) - The company advises against placing **undue reliance** on these statements and does not intend to update them unless required by law[12](index=12&type=chunk)

Exhibit 99.1 CALIBER REPORTS SECOND QUARTER 2025 RESULTS Company remains on track for its goal of achieving platform adjusted EBITDA profitability in the second half of 2025 SCOTTSDALE, Ariz., August 13, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD; "CaliberCos Inc."), a real estate investor, developer, and asset manager, today reported results for the second quarter ended on June 30, 2025. Second Quarter 2025 Platform Financial Highlights (compared to Second Quarter 2024) Management Commentary "The second ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o 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 001-40760 ATLANTIC INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) (State or other j ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) The unaudited statements show decreased revenue and a reduced net loss, with equity shifting from a deficit to a surplus due to financing Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$27,820,287** | **$19,890,327** | | Total Current Assets | $6,450,666 | $4,697,267 | | Goodwill | $8,973,501 | $8,973,501 | | **Total Liabilities** | **$20,714,167** | **$21,218,868** | | Total Current Liabilities | $19,381,882 | $20,819,878 | | **Total Stockholders' Equity (Deficit)** | **$7,106,120** | **$(1,328,541)** | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Net Revenues** | $2,251,379 | $3,396,069 | $4,123,080 | $6,972,656 | | **Gross Profit** | $711,552 | $1,558,677 | $1,584,007 | $3,279,413 | | **Loss from Operations** | $(1,985,217) | $(2,302,235) | $(3,981,777) | $(2,526,880) | | **Net Loss** | **$(2,117,862)** | **$(3,510,480)** | **$(4,207,772)** | **$(4,194,215)** | | **Net Loss per Share** | $(0.81) | $(104.18) | $(1.24) | $(123.10) | - Net cash used in operating activities for H1 2025 was **$(6.1) million**, up from $(2.9) million in H1 2024, while net cash from financing activities rose to **$6.5 million** from $3.0 million[19](index=19&type=chunk)[251](index=251&type=chunk)[254](index=254&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Key disclosures detail the alleviation of going concern uncertainty, an asset acquisition, and significant financing activities - Management concluded that **substantial doubt about the Company's ability to continue as a going concern has been alleviated** due to a $16.225 million offering and other capital sources[31](index=31&type=chunk)[33](index=33&type=chunk) - On April 1, 2025, the Company acquired intellectual property from Open Daily Technologies Inc for **344,827 shares of common stock valued at $3,000,000**[82](index=82&type=chunk)[83](index=83&type=chunk) - In February 2025, an offering of common stock and pre-funded warrants raised **net proceeds of $6,642,433**[96](index=96&type=chunk)[98](index=98&type=chunk) - In August 2025, a PIPE offering and warrant exercise generated **gross proceeds of $16,225,000**, improving pro forma stockholders' equity to over $33 million[134](index=134&type=chunk)[138](index=138&type=chunk) - The company is involved in a legal dispute over a retail lease with a **claimed amount of $450,968**, reduced from an initial $1.5 million[129](index=129&type=chunk)[273](index=273&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue declined due to a strategic account drop, but net loss improved from reduced operating expenses and recent financing Results of Operations Comparison (Q2 2025 vs Q2 2024) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Net Revenues | $2.3 million | $3.4 million | $(1.1) million | | Gross Profit | $0.7 million | $1.6 million | $(0.9) million | | Gross Margin | 32% | 46% | (14 pts) | | Operating Expenses | $2.7 million | $3.8 million | $(1.1) million | | Net Loss | $(2.1) million | $(3.5) million | $1.4 million | - The Q2 2025 revenue decrease was primarily due to dropping a large, low-margin wholesale account, with the impact expected to be offset by expanding another wholesale relationship[230](index=230&type=chunk)[231](index=231&type=chunk) - Operating expenses **decreased by $1.2 million** in Q2 2025 year-over-year following significant headcount reductions, with an additional **$0.7 million in savings anticipated**[235](index=235&type=chunk) - As of June 30, 2025, the company had **$6.4 million in outstanding debt**, mainly from promissory notes, PPP loans, and merchant advances[255](index=255&type=chunk) - The company entered into exclusive private label manufacturing agreements with AAA Tuscaloosa and Traffic Holdco for university apparel subsequent to the reporting period[219](index=219&type=chunk)[222](index=222&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=49&type=section&id=ITEM%203%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exempt from market risk disclosures as a smaller reporting company - As a smaller reporting company, Digital Brands Group, Inc. is not required to provide the information for this item[260](index=260&type=chunk) [Controls and Procedures](index=49&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Disclosure controls were deemed ineffective due to material weaknesses in internal controls, with remediation efforts underway - Management concluded that the company's **disclosure controls and procedures were not effective** as of June 30, 2025[262](index=262&type=chunk) - The ineffectiveness stems from **material weaknesses related to inadequate accounting resources and systems**, which are under active remediation[263](index=263&type=chunk)[268](index=268&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[269](index=269&type=chunk) [PART II. OTHER INFORMATION](index=51&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=51&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is managing several legal matters, including a disputed lease claim and settled vendor and employee lawsuits - A vendor lawsuit concerning a retail lease has an updated claim of **$450,968**, down from $1.5 million, which the company disputes[273](index=273&type=chunk) - A wrongful termination lawsuit was **settled in May 2025 for a payment of $81,000**[273](index=273&type=chunk) - A lawsuit with vendor Simon Showroom was **settled for $400,000**, with a remaining balance of $130,000 as of June 30, 2025[273](index=273&type=chunk) [Risk Factors](index=52&type=section&id=ITEM%201A.%20Risk%20Factors) The company is not required to provide risk factor disclosures due to its status as a smaller reporting company - The company is not required to provide risk factor information as it qualifies as a "smaller reporting company"[275](index=275&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Equity sales were conducted under exemptions from registration requirements as detailed in the financial statement notes - Details on unregistered sales of equity are located in Note 7 of the financial statements[276](index=276&type=chunk) - The issuances were made under exemptions from registration pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D[276](index=276&type=chunk) [Defaults upon Senior Securities](index=52&type=section&id=ITEM%203.%20Defaults%20upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - None[277](index=277&type=chunk) [Mine Safety Disclosures](index=52&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company's operations - Not applicable[278](index=278&type=chunk) [Other Information](index=52&type=section&id=ITEM%205.%20Other%20Information) No material changes to shareholder processes or insider trading plans were reported for the quarter - During the quarter ended June 30, 2025, no director or officer adopted or terminated a Rule 10b5-1 trading plan[280](index=280&type=chunk) [Exhibits](index=52&type=section&id=ITEM%206.%20Exhibits) A list of filed exhibits includes officer certifications and key material agreements - The report includes a list of filed exhibits, such as CEO/CFO certifications and various material agreements[281](index=281&type=chunk) [Signatures](index=54&type=section&id=SIGNATURES)

PART I [Business](index=5&type=section&id=Item%201.%20Business) Connexa Sports Technologies, after divesting its legacy business, now focuses on licensing AI and metaverse matchmaking technology and developing a new social networking vertical - On March 18, 2024, the Company acquired **70% of Yuanyu Enterprise Management Co., Limited (YYEM) for $56 million**, concurrently divesting its legacy "Slinger Bag" business for $1.00, making YYEM its sole operating subsidiary[16](index=16&type=chunk)[17](index=17&type=chunk) - Primary revenue is derived from licensing **six metaverse-related technologies and five AI matchmaking patents**, designed to integrate with major AI models like Huawei Pangu and Baidu Wenxinyiyan[20](index=20&type=chunk)[21](index=21&type=chunk) Fiscal Year 2025 Revenue | Metric | Value | | :--- | :--- | | Royalty Revenue | $12.8 million | - A new social networking vertical was established in February 2025 through an agreement with TikTok to produce content for the MENA region, creating an independent revenue stream[27](index=27&type=chunk) - The company has **three main licensees** for its technology, covering Japan/South Korea, UK/Europe, and Sub-Saharan Africa[35](index=35&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant operational, financial, and regulatory risks, including reliance on licensees, market competition, funding needs, and geopolitical exposure through its Hong Kong subsidiary - A substantial portion of revenue is dependent on intellectual property licensing agreements with third parties, and their failure to perform could significantly impact financial results[61](index=61&type=chunk)[62](index=62&type=chunk) - The love and marriage market is highly competitive with low switching costs for consumers, and competition from large, established players like Facebook's dating feature poses a significant threat[68](index=68&type=chunk)[70](index=70&type=chunk) - The company may require additional financing to fund its working capital needs and growth strategy, with no guarantee of availability on favorable terms[115](index=115&type=chunk)[116](index=116&type=chunk) - Operating a subsidiary in Hong Kong exposes the company to risks from the Chinese government, which could exercise significant oversight and control, potentially impacting operations and stock value[142](index=142&type=chunk)[148](index=148&type=chunk) - The company's former independent auditor, Olayinka Oyebola & Co. (OOC), faces SEC charges, which could impact the credibility of past financial statements for both Connexa and YYEM and potentially require restatements[125](index=125&type=chunk)[127](index=127&type=chunk) - Following the acquisition of YYEM, the former YYEM shareholder owns approximately **55.8% of the company's common stock**, enabling significant influence over corporate matters[161](index=161&type=chunk) [Unresolved Staff Comments](index=36&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This item is not applicable to the company because it qualifies as a smaller reporting company - Not applicable to smaller reporting companies[178](index=178&type=chunk) [Cybersecurity](index=36&type=section&id=Item%201C.%20Cybersecurity) The company has established a comprehensive cybersecurity risk management framework, managed internally and overseen by the Board, with no material incidents reported for FY2025 - A cybersecurity risk management framework is in place, managed by internal IT staff with oversight from the Board of Directors[180](index=180&type=chunk)[184](index=184&type=chunk) - No cybersecurity incidents occurred during the fiscal year ended April 30, 2025, that resulted in operational interruptions or material impact[183](index=183&type=chunk) [Properties](index=38&type=section&id=Item%202.%20Properties) The company does not own any real estate, leasing its principal office in Hong Kong for HKD 42,000 monthly, with the lease expiring in August 2026 - The company leases its principal office in Hong Kong for **HKD 42,000 per month**, with the lease expiring in August 2026[186](index=186&type=chunk) [Legal Proceedings](index=38&type=section&id=Item%203.%20Legal%20Proceedings) As of the report date, the company was not involved in any pending or threatened legal proceedings expected to materially affect its operations - There are no pending or threatened legal proceedings that could materially affect the company[187](index=187&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[189](index=189&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under "YYAI" with 509 holders of record as of August 7, 2025, and it has no plans to pay cash dividends, retaining earnings for operations and expansion - The company's common stock is listed on Nasdaq under the symbol **"YYAI"**[192](index=192&type=chunk) - As of August 7, 2025, there were **509 holders of record** of the common stock[193](index=193&type=chunk) - The company has never declared or paid cash dividends and does not anticipate paying any in the near future[194](index=194&type=chunk) [Selected Financial Data](index=39&type=section&id=Item%206.%20Selected%20Financial%20Data) This item is not applicable to the company because it qualifies as a smaller reporting company - Not applicable to smaller reporting companies[200](index=200&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operation](index=40&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operation) For FY2025, revenue increased by 147% to $12.8 million due to new licensing agreements, driving a 145% increase in gross profit and a 71% increase in operating income, while working capital grew 93% despite a decrease in operating cash flow due to increased accounts receivable Results of Operations (FY 2025 vs. FY 2024) | Metric | FY 2025 ($M) | FY 2024 ($M) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | $12.8 | $5.2 | +147% | | Gross Profit | $9.8 | $4.0 | +145% | | Operating Income | $6.6 | $3.9 | +71% | Cash Flow Summary (FY 2025 vs. FY 2024) | Metric | FY 2025 ($M) | FY 2024 ($M) | | :--- | :--- | :--- | | Cash Flow from Operating Activities | ($0.38) | $2.49 | | Cash Flow from Financing Activities | $0.39 | ($2.45) | - Working capital increased by **93% to $16.0 million** as of April 30, 2025, up from $8.2 million a year prior[216](index=216&type=chunk) - The decrease in operating cash flow was primarily driven by a **$10.0 million increase in accounts receivable**, as licensees have up to 90 days after year-end to pay[216](index=216&type=chunk)[218](index=218&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable to the company because it qualifies as a smaller reporting company - As a smaller reporting company, we are not required to provide this information[250](index=250&type=chunk) [Financial Statements and Supplementary Data](index=47&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section presents the company's audited consolidated financial statements for FY2025 and FY2024, with an unqualified opinion from Enrome LLP, reflecting the reverse acquisition accounting of YYEM and detailing key financial figures and accounting policies - The financial statements were audited by Enrome LLP, which issued an **unqualified opinion**[256](index=256&type=chunk) - The acquisition of YYEM was accounted for as a "reverse acquisition," with YYEM being the accounting acquirer and Connexa (the legal acquirer) being the accounting acquiree[281](index=281&type=chunk)[282](index=282&type=chunk) Consolidated Balance Sheet Highlights (as of April 30) | Metric | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Total Assets | 32,905,794 | 23,164,682 | | Total Liabilities | 6,487,171 | 1,442,006 | | Total Shareholders' Equity | 26,418,623 | 21,722,676 | Consolidated Statement of Operations Highlights (for the year ended April 30) | Metric | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Revenue | 12,818,182 | 5,195,804 | | Net Income | 4,633,447 | 2,625,554 | | Net Income Attributable to Controlling Interest | 3,491,287 | 2,625,554 | - The company's three largest customers accounted for **100% of total accounts receivable and revenues** for the year ended April 30, 2025[353](index=353&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=71&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) On March 24, 2025, the company dismissed Bush & Associates CPA and engaged Enrome LLP as its new independent registered public accounting firm to improve communication efficiency, with no disagreements on accounting principles or disclosures - The company changed its independent auditor from Bush & Associates CPA to Enrome LLP on **March 24, 2025**[383](index=383&type=chunk) - The reason for the change was to address communication challenges due to the geographic locations of the auditor and management[384](index=384&type=chunk) - There were no disagreements with the former auditor on any matter of accounting principles or practices[385](index=385&type=chunk) [Controls and Procedures](index=71&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of April 30, 2025, with no material changes to internal control over financial reporting during the fiscal year - Management concluded that disclosure controls and procedures were **effective** as of the end of the fiscal year, April 30, 2025[387](index=387&type=chunk) - No material changes to internal control over financial reporting occurred during the year ended April 30, 2025[388](index=388&type=chunk) [Other Information](index=72&type=section&id=Item%209B.%20Other%20Information) This item is not applicable - Not applicable[392](index=392&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=72&type=section&id=Item%209C.%20Foreign%20Jurisdictions%20that%20Prevent%20Inspection) This item is not applicable - Not applicable[393](index=393&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=73&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides biographical details for the company's executive officers, Thomas Tarala (CEO) and Guibao Ji (CFO), and its five-member Board of Directors, which includes three independent directors and an Audit Committee Financial Expert - The company's executive officers are **Thomas Tarala (CEO)** and **Guibao Ji (CFO)**[396](index=396&type=chunk) - The Board of Directors is composed of **five members, three of whom are independent**[407](index=407&type=chunk)[408](index=408&type=chunk) - Chenlong Liu is qualified as the **Audit Committee Financial Expert**[410](index=410&type=chunk) [Executive Compensation](index=78&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for FY2025 and FY2024 is detailed, including CEO Thomas Tarala's $720,000 base salary, $300,000 stock signing bonus, and $1,000,000 merger success fee, and CFO Guibao Ji's $250,000 annual salary, with director compensation now a $15,000 quarterly cash payment Executive Compensation (FY 2025) | Name and Principal Position | Salary ($) | Share Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | | Thomas Tarala (CEO) | 320,000 | 1,300,000 | 1,620,000 | | Guibao Ji (CFO) | 111,111 | - | 111,111 | - CEO Thomas Tarala's employment agreement includes a base salary of **$720,000**, a **$300,000 signing bonus** in common stock, and a **$1,000,000 success fee** related to the YYEM merger[429](index=429&type=chunk) - CFO Guibao Ji's employment agreement provides for an annual salary of **$250,000** and a discretionary bonus[436](index=436&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=81&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of August 7, 2025, director Hongyu Zhou was the largest beneficial owner, holding 55.81% of the company's common stock, representing the entire ownership of all current officers and directors as a group, with 1,500,000 shares available for future issuance under the 2020 Global Share Incentive Plan Security Ownership of Major Shareholders and Management | Name | of Shares | % of Class | | :--- | :--- | :--- | | Hongyu Zhou (Director) | 8,127,572 | 55.81% | | All current officers and directors as a group (5 persons) | 8,127,572 | 55.81% | - The 2020 Global Share Incentive Plan has **1,500,000 shares of common stock** available for issuance[449](index=449&type=chunk) [Certain Relationships and Related Transactions and Director Independence](index=82&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%20and%20Director%20Independence) The company has significant related-party transactions with director Hongyu Zhou, including a $2,827,528 contingent receivable from his guarantee on an investment and a $775,406 payable to him for covered expenses - Director Hongyu Zhou has provided a guarantee on the value of the company's investment in Brightstar Technology Group, creating a contingent receivable of **$2,827,528** as of April 30, 2025[450](index=450&type=chunk) - As of April 30, 2025, the company had a payable of **$775,406** to Mr. Zhou for expenses he covered on behalf of the company[451](index=451&type=chunk) [Principal Accountant Fees and Services](index=82&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company incurred $200,000 in audit fees for fiscal year 2025 and $120,000 for fiscal year 2024 from its principal independent accountants, with no other fees paid for tax or other services in either year Accountant Fees | Fee Type | Fiscal 2025 ($) | Fiscal 2024 ($) | | :--- | :--- | :--- | | Audit Fees | 200,000 | 120,000 | | Tax Fees | 0 | 0 | | All Other Fees | 0 | 0 | | **Total** | **200,000** | **120,000** | PART IV [Exhibits, Financial Statement Schedules](index=83&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section incorporates the company's financial statements by reference and provides a comprehensive list of all exhibits filed as part of the Annual Report on Form 10-K, including key corporate documents and material agreements - This section lists all exhibits filed with the Form 10-K, including key corporate documents and material contracts[456](index=456&type=chunk)