Financial Performance - For the three months ended September 30, 2025, the company generated revenues of $687 thousand, a significant increase from $222 thousand in the same period of 2024, representing a 209% growth [217]. - The net loss for the three months ended September 30, 2025, was $33.0 million, compared to a net loss of $8.0 million for the same period in 2024, indicating a worsening financial position [217]. - As of September 30, 2025, the company had an accumulated deficit of $174.6 million, reflecting ongoing financial challenges since inception [217]. - Revenues increased by $0.47 million to $0.69 million for the three months ended September 30, 2025, compared to $0.22 million for the same period in 2024, representing a 209% increase [219]. - Net loss for the three months ended September 30, 2025, was $33.02 million, compared to a net loss of $7.996 million for the same period in 2024, a 313% increase [219]. Customer Concentration - Sales to Customer A accounted for 43% of total revenue for the three months ended September 30, 2025, down from 78% in the same period of 2024, indicating a shift in customer concentration [202]. - The company faces challenges related to customer concentration, with significant portions of accounts receivable concentrated with a few customers, posing risks to financial stability [205]. Acquisitions and Investments - The company acquired Vayu Robotics, Inc. on August 15, 2025, which was accounted for under the acquisition method of accounting, impacting liquidity [192]. - The company also acquired Voysys AB on April 1, 2025, further expanding its operational capabilities [193]. - Net cash used in investing activities rose significantly to $122.14 million in 2025 from $5.40 million in 2024, driven by the purchase of short-term marketable securities of $107.49 million and incremental robot build construction of $15.4 million [244]. Financing Activities - A securities purchase agreement was entered into on January 7, 2025, resulting in gross proceeds of approximately $80 million from the issuance of 4,210,525 shares at $19.00 per share [194]. - The company’s common stock was approved for listing on The Nasdaq Capital Market under the ticker symbol "SERV" following a public offering that generated net proceeds of approximately $35.8 million [195]. - Net cash provided by financing activities increased to $166.26 million in 2025 from $71.58 million in 2024, mainly from proceeds of $78.8 million from the issuance of common stock [245][246]. Expenses - Cost of revenues rose by $4.69 million to $5.07 million for the three months ended September 30, 2025, compared to $0.38 million for the same period in 2024, due to scale-up costs of $3.96 million [221]. - General and administrative expenses increased by $11.17 million to $13.15 million for the three months ended September 30, 2025, from $1.98 million for the same period in 2024, a 564% increase [222]. - Research and development expenses increased by $8.41 million to $13.41 million for the three months ended September 30, 2025, from $5.01 million for the same period in 2024, reflecting a 168% increase [223]. Cash Flow - Cash and cash equivalents, and marketable securities totaled $210.45 million as of September 30, 2025 [238]. - Net cash used in operating activities was $(50,601) thousand for the nine months ended September 30, 2025, compared to $(15,279) thousand for the same period in 2024 [242]. - Net cash used in operating activities increased to $50.60 million for the nine months ended September 30, 2025, compared to $15.28 million in 2024, primarily due to a net loss increase of $41.02 million [243]. Market Conditions - Inflation and market conditions may impact consumer discretionary spending, which could adversely affect the company's financial results and growth prospects [207]. Company Classification - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of an extended transition period for complying with new accounting standards [251]. - The company is classified as a "smaller reporting company," with a market value of stock held by non-affiliates less than $700 million and annual revenue below $100 million [252]. - The company is not required to provide quantitative and qualitative disclosures about market risk as a smaller reporting company [253]. Operational Metrics - Daily Active Robots increased to 312 for the three months ended September 30, 2025, compared to 59 for the same period in 2024 [236]. - Daily Supply Hours increased to 3,781 for the three months ended September 30, 2025, compared to 465 for the same period in 2024 [237]. Accounting Policies - There have been no material changes in critical accounting policies from those disclosed in the Annual Report for the year ended December 31, 2024 [250]. - The company has no off-balance sheet financing arrangements or relationships with unconsolidated entities during the periods presented [249].

Financial Performance - For the six months ended September 30, 2025, ordinary income was 6,893,775 million yen, a 0.5% increase from the previous year[10]. - Profits attributable to owners of the parent for the same period were 1,292,955 million yen, reflecting a 2.8% increase year-over-year[10]. - The comprehensive income for the six months ended September 30, 2025, was 1,123,012 million yen, down 15.0% from 1,321,798 million yen in the previous year[10]. - Ordinary income for the six months ended September 30, 2025, was 6,893,775 million yen, a slight increase of 0.5% from 6,860,277 million yen in the same period of 2024[24]. - Profits attributable to owners of the parent for the six months ended September 30, 2025, were 1,292,955 million yen, up from 1,258,195 million yen, reflecting a growth of 2.8%[24]. - Total comprehensive income for the six months ended September 30, 2025, decreased to 1,123,012 million yen from 1,321,798 million yen, a decline of 15%[25]. - Cash dividends declared for the six months ended September 30, 2025, amounted to 449,732 million yen, an increase from 240,937 million yen in the previous period[28]. - The company reported extraordinary gains of 44,449 million yen for the six months ended September 30, 2025, compared to 9,549 million yen in the same period of 2024[24]. Assets and Liabilities - As of September 30, 2025, total assets were 404,318,108 million yen, a decrease from 413,113,501 million yen as of March 31, 2025[11]. - The company reported a decrease in total liabilities from 391,385,368 million yen as of March 31, 2025, to 382,079,899 million yen as of September 30, 2025[21]. - The total liabilities as of September 30, 2025, were ¥281,521,665 million, down from ¥295,226,792 million as of March 31, 2025, reflecting a reduction of approximately 4.6%[116]. - The total assets of the company were ¥290,930,204 million, a decrease from ¥304,366,471 million as of March 31, 2025[114]. Equity and Capital - The equity-to-asset ratio improved to 5.2% as of September 30, 2025, compared to 5.0% as of March 31, 2025[11]. - The balance of shareholders' equity at the end of the period was 16,869,984 million yen, an increase from 16,316,321 million yen at the end of the previous period[28]. - The total shareholders' equity as of September 30, 2025, was ¥8,886,241 million, an increase from ¥8,654,637 million as of March 31, 2025, representing a growth of approximately 2.7%[116]. - MUFG's total capital ratio increased to 18.99% as of September 30, 2025, up by 0.16% from 18.83% as of March 31, 2025[67]. - MUFG's total capital reached ¥21,052.8 billion, an increase of ¥907.8 billion from ¥20,145.0 billion[67]. Loans and Credit - The total loans for MUFG increased to ¥139,413.3 billion as of September 30, 2025, an increase of ¥2,076.9 billion from ¥137,336.3 billion[73]. - The non-performing loans ratio for MUFG decreased to 1.01% as of September 30, 2025, down from 1.11%[73]. - The allowance for credit losses decreased to ¥1,139.8 billion as of September 30, 2025, down by ¥75.0 billion from ¥1,214.9 billion[73]. - Total loans as of September 30, 2025, amounted to ¥120,603,546 million, an increase of ¥1,074,964 million from March 31, 2025[78]. - The non-performing loans ratio decreased to 0.60% as of September 30, 2025, down from 0.72%[78]. - The total amount of loans classified as "Doubtful" decreased by ¥104,802 million to ¥342,522 million as of September 30, 2025[78]. - The total amount of loans classified as "Bankrupt or De facto Bankrupt" decreased by ¥5,535 million to ¥44,467 million as of September 30, 2025[78]. - The total amount of loans classified as "Normal" increased by ¥410,848 million to ¥2,974,426 million as of September 30, 2025[81]. Income and Expenses - Interest income for the six months ended September 30, 2025, was 4,183,706 million yen, a decrease of 4% from 4,357,421 million yen in the previous year[24]. - Ordinary expenses increased to 5,147,099 million yen for the six months ended September 30, 2025, from 5,103,351 million yen, reflecting a rise of 0.9%[24]. - Net interest income decreased by ¥68,551 million to ¥1,440,026 million from ¥1,508,577 million year-over-year[45]. - Total taxes increased by ¥9,829 million to ¥338,091 million from ¥328,262 million year-over-year[47]. - The company's trading income for the six months ended September 30, 2025, was ¥44,261 million, up from ¥34,346 million for the same period in 2024, reflecting an increase of approximately 28.5%[117]. Securities and Investments - The net unrealized gains on available-for-sale securities increased to 1,646,350 million yen as of September 30, 2025, from 1,327,127 million yen as of March 31, 2025[23]. - The available-for-sale securities amount to ¥60,709,607 million, showing unrealized gains of ¥2,699,026 million as of September 30, 2025[62]. - The total unrealized gains for available-for-sale securities increased from ¥2,005,377 million to ¥2,402,769 million from March 31, 2025, to September 30, 2025[62]. - The total amount of debt securities held to maturity is ¥23,845,331 million, with unrealized losses of ¥632,323 million[60]. Operational Metrics - The number of consolidated subsidiaries increased to 344 from 340 year-over-year[45]. - The number of treasury stocks increased from 561,193,945 shares as of March 31, 2025, to 685,710,440 shares as of September 30, 2025[15]. - The company has set an earnings target of 2,100.0 billion yen for profits attributable to owners of the parent for the fiscal year ending March 31, 2026[13].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6‑K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a‑16 OR 15d‑16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2025 LG Display Co., Ltd. (Translation of Registrant's name into English) LG Twin Towers, 128 Yeoui‑daero, Yeongdeungpo‑gu, Seoul 07336, Republic of Korea (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form ...

Financial Performance - Hyperion DeFi generated annual revenue of approximately $1.3 billion, with a daily run-rate of $3-$3.5 million as of October 2025[146]. - For the three months ended September 30, 2025, the company reported revenue of $302,506, which was net staking revenue, with no cost of revenue recorded for this period[184]. - For the nine months ended September 30, 2025, revenue totaled $317,226, compared to $29,243 for the same period in 2024, representing a significant increase[193][194]. - The company had a net loss of $5.5 million for the nine months ended September 30, 2025, compared to a net loss of $29.9 million for the same period in 2024[170]. - The company reported a net loss of $5.5 million for the nine months ended September 30, 2025, compared to a net loss of $29.9 million for the same period in 2024[205]. - Cash and cash equivalents increased to $8.2 million as of September 30, 2025, up from $2.1 million at the end of 2024[203]. - Net cash used in operating activities was approximately $10.7 million for the nine months ended September 30, 2025, compared to $24.0 million in 2024[206]. - Net cash provided by financing activities totaled approximately $82.4 million for the nine months ended September 30, 2025, compared to $16.5 million in 2024[208]. - The company had an accumulated deficit of approximately $200.9 million as of September 30, 2025[205]. - The company has commitments to pay $3.5 million for accounts payable and $0.5 million for non-cancelable operating lease commitments in the next twelve months[209]. Research and Development - Research and development expenses for the three months ended September 30, 2025 totaled $373,854, a decrease of $3.1 million, or 89%, compared to $3.5 million for the same period in 2024[186]. - The company anticipates a decline in research and development expenses after the registration of the Optejet UFD device with the FDA in the coming months[178]. - Research and development expenses decreased by $10.8 million, or 86%, to $1.7 million for the nine months ended September 30, 2025, down from $12.5 million in 2024[195]. Operational Metrics - Daily trading volume on Hyperliquid exceeds $12 billion, with cumulative fees exceeding $700 million since inception[146]. - Cumulative cryptocurrency perpetuals trading volume on Hyperliquid has exceeded $3 trillion since inception[146]. - The Hyperliquid blockchain supports up to 200,000 transactions per second, enabling near-instant trade settlement[142]. - Approximately 99% of Hyperliquid revenues are allocated to the Hyperliquid Assistance Fund, which has cumulatively purchased 34.25 million HYPE tokens valued at $1.45 billion[146]. - The total supply of HYPE is 1 billion, with 31% issued in November 2024 and 38.88% reserved for future community emissions[144]. - As of September 30, 2025, approximately 834,050.16 HYPE were staked directly to the Kinetiq x Hyperion validator[145]. - The Kinetiq x Hyperion validator has over 13 million HYPE delegated as of October 31, 2025, enhancing network stability and security[148]. - The Hyperliquid network implemented HIP-3, allowing users with 500,000 HYPE staked to launch custom on-chain perpetual futures markets[150]. Expenses - General and administrative expenses for the three months ended September 30, 2025 totaled $2.6 million, a decrease of $1.1 million, or 30%, compared to $3.7 million for the same period in 2024[188]. - Selling, general and administrative expenses increased by $1.5 million, or 14%, totaling $12.6 million for the nine months ended September 30, 2025, compared to $11.1 million in 2024[196]. - The company has ceased sales efforts for its ophthalmological products, resulting in limited revenue from such products during the three and nine months ended September 30, 2025[176]. Financing Activities - The company received approximately $50 million in gross proceeds from a private placement, issuing 5,128,205 shares of Series A Convertible Non-Voting Preferred Stock and warrants for up to 30,769,230 shares of common stock at an exercise price of $3.25 per share[160]. - The company entered into an amendment to increase the aggregate offering amount under its at-the-market offering program from $50 million to $100 million[163]. - The company issued warrants to purchase an aggregate of 350,000 shares of common stock at an exercise price of $4.00 per share in connection with the Fourth Amendment to the Loan and Security Agreement[167]. Product Performance - The Optejet UFD demonstrated a 98% success rate in accurate drug delivery upon the first attempt, compared to 50% for traditional eye drops[156]. - Realized gains on HYPE digital tokens were $6.9 million for the nine months ended September 30, 2025, with unrealized gains of $6.4 million[198].

Revenue Performance - Revenue for the three months ended September 30, 2025, was $19,269,102, a decrease of 0.77% compared to $19,419,879 for the same period in 2024[8] - For the three months ended September 30, 2025, total revenue was $19,269,102, a decrease of 0.8% compared to $19,419,879 for the same period in 2024[20] - For the nine months ended September 30, 2025, total revenue was $49,848,818, down 15.9% from $59,311,356 in 2024[20] - For the nine months ended September 30, 2025, revenue was $49,848,818, down 16% from $59,311,356 in 2024[8] Profitability - Gross profit for the nine months ended September 30, 2025, was $6,619,171, down 48.6% from $12,888,842 in 2024[8] - Gross profit for the three months ended September 30, 2025, was $4,306,314, compared to $4,219,669 in 2024, reflecting a slight increase[8] - The net loss for the nine months ended September 30, 2025, was $(1,535,191), compared to a net income of $2,327,861 for the same period in 2024[10] - The Company’s income (loss) from operations for the three months ended September 30, 2025, was $1,754,959, compared to $1,477,633 in 2024[8] Cash Flow and Liquidity - Cash at the end of the period on September 30, 2025, was $546,591, a decrease from $1,708,987 at the end of September 30, 2024[10] - The company experienced a decrease in cash, with a net decrease of $4,944,372 for the nine months ended September 30, 2025, compared to a decrease of $3,385,807 in 2024[10] - Operating cash flow for the nine months ended September 30, 2025, was $(3,105,825), compared to $(837,077) for the same period in 2024[10] Shareholders' Equity - Total shareholders' equity as of September 30, 2025, was $24,989,069, compared to $24,939,360 as of September 30, 2024[9] - The balance of shareholders' equity as of September 30, 2025, was $24,989,069, a decrease from $25,933,242 at the beginning of the year[9] Stock-Based Compensation - Stock-based compensation expense for the nine months ended September 30, 2025, was $591,018, compared to $529,771 in 2024[10] - Stock-based compensation for the nine months ended September 30, 2025, was $591,018, an increase from $529,771 in the same period of 2024[10] - Stock-based compensation expense for the three months ended September 30, 2025, was $102,206, compared to $72,713 in the same period of 2024, reflecting an increase of approximately 40.4%[32] Debt and Credit Facilities - As of September 30, 2025, the Company had $15,890,000 outstanding under the Revolving Credit Loans, with a maturity date extended to November 30, 2026[52] - The Company was not in compliance with the Credit Agreement's financial covenants as of June 30, 2025, and obtained waivers from lenders[45] - The Company entered into a Sixteenth Amendment to its Credit Agreement on November 13, 2025, extending the maturity of the revolving credit facility to November 30, 2026[71] Customer Concentration - The Company’s four largest customers accounted for 37%, 19%, 13%, and 13% of revenue for the nine months ended September 30, 2025[54] - The Company’s three largest customers accounted for 46%, 13%, and 12% of revenue for the three months ended September 30, 2025[54] Taxation - The effective income tax rate for the nine months ended September 30, 2025, was 40.5%, primarily due to estimated R&D credits and state income taxes[61] - The Company recognized a provision for income tax of $(1,043,373) for the nine months ended September 30, 2025, compared to a provision of $535,634 in 2024[60] Contracts and Obligations - As of September 30, 2025, the aggregate amount of transaction price allocated to remaining performance obligations was approximately $100.1 million[25] - Contract assets as of September 30, 2025, were $33,695,994, compared to $32,832,290 as of December 31, 2024[27] - Contract liabilities as of September 30, 2025, were $1,992,910, down from $2,430,663 as of December 31, 2024[27] Inventory and Accounts Receivable - Total inventory as of September 30, 2025, was $593,605, a decrease from $918,288 as of December 31, 2024, representing a decline of about 35.4%[28] - The company reported a decrease in accounts receivable by $(2,596,402) for the nine months ended September 30, 2025[10] - The company had an increase in accounts receivable of $2,596,402 for the nine months ended September 30, 2025[10] Economic and Regulatory Environment - Economic and trade sanctions, including tariffs, may adversely affect the cost of raw materials and profitability, despite a predominantly US-based supply chain[67] - The federal government shutdown on October 1, 2025, could impact the defense industry, including the Company, due to potential slowdowns in funding and delays in contract payments[68] - The Company received a Termination Notice from Boeing regarding the A-10 program, requiring the scrapping and return of materials by August 15, 2025[69] - An adjustment was recognized in the quarter ended June 30, 2025, to address risks associated with the Boeing A-10 program termination, with further evaluations ongoing[70] Lease Obligations - The Company’s operating lease expense for the nine months ended September 30, 2025, was $1,784,937, compared to $1,611,487 for the same period in 2024[57] - The total undiscounted operating lease payments as of September 30, 2025, amounted to $13,127,968, with a present value of $10,125,234[58] - The Company’s weighted average remaining lease term for its operating leases is 5.5 years, with a weighted average discount rate of 9.5% as of September 30, 2025[58]

Financial Performance - The company had a net income of $338,160 for the three months ended September 30, 2025, consisting of interest earned on cash and marketable securities of $701,198 and operating costs of $203,228[177]. - For the nine months ended September 30, 2025, the company reported a net income of $745,793, with interest income of $2,063,025 and operating costs of $660,860[179]. - For the nine months ended September 30, 2025, cash used in operating activities was $442,577, while net income was $745,793, impacted by interest earned of $2,063,025 on cash and marketable securities[186]. Initial Public Offering - The company generated total gross proceeds of $230,000,000 from its initial public offering of 23,000,000 units at a price of $10.00 per unit[181]. - The company incurred transaction costs of $16,804,728 related to the initial public offering, including $4,600,000 in underwriting commissions[185]. - The deferred underwriting commission from the initial public offering amounts to $11,500,000, contingent upon the consummation of the initial business combination[203]. Trust Account and Cash Management - Following the First Extension Charter Amendment, approximately $172.4 million remained in the trust account after 7,129,439 Class A ordinary shares were redeemed at approximately $10.86 per share[167]. - After the Second Extension Charter Amendment, approximately $83,770,196 remained in the trust account following the redemption of 8,620,849 Class A ordinary shares at approximately $11.55 per share[169]. - As of September 30, 2025, cash and marketable securities held in the trust account amounted to $88,478,622, including approximately $24,678,826 of interest income[188]. - Cash held outside the trust account was $44,123, intended for working capital needs and evaluating target businesses[189]. - The company intends to use funds held in the trust account primarily to complete its initial business combination and for working capital of the target business[188]. Business Operations and Strategy - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational tasks and identifying a target company for a business combination[176]. - The company has focused on seeking high-growth businesses with proven or potential transnational operations for its initial business combination[163]. - The company extended the deadline for consummating a business combination to August 5, 2026, following the approval of the Third Extension Charter Amendment[175]. Debt and Financial Obligations - The company had a working capital deficit of $5,298,431 as of September 30, 2025[197]. - The company issued an unsecured promissory note to the sponsor for $2,400,000 in connection with the Second Extension[170]. - The company issued unsecured promissory notes totaling $2,000,000 to the sponsor, with no interest and payable upon the consummation of the initial business combination[191]. - The sponsor deposited $150,000 monthly from November 2024 to April 2025, and $250,000 monthly from May 2025 to October 2025, to extend the business combination period[195]. - The company has no long-term debt obligations or off-balance sheet arrangements as of September 30, 2025[200][201]. Going Concern and Liquidity - Management has raised substantial doubt about the company's ability to continue as a going concern due to liquidity conditions[196].

Financial Performance - The company had a net income of $338,160 for the three months ended September 30, 2025, consisting of interest earned on cash and marketable securities of $701,198[177]. - For the nine months ended September 30, 2025, the company reported a net income of $745,793, with interest income of $2,063,025 from cash and marketable securities[179]. - For the nine months ended September 30, 2025, cash used in operating activities was $442,577, while net income was $745,793, impacted by interest earned of $2,063,025 on cash and marketable securities[186]. Initial Public Offering - The company generated total gross proceeds of $230,000,000 from its initial public offering of 23,000,000 units at a price of $10.00 per unit[181]. - The company incurred transaction costs of $16,804,728 related to the initial public offering, including $4,600,000 in underwriting commissions[185]. - The deferred underwriting commission from the initial public offering amounts to $11,500,000, contingent upon the consummation of the initial business combination[203]. Trust Account and Cash Management - Following the First Extension Charter Amendment, approximately $172.4 million remained in the trust account after 7,129,439 Class A ordinary shares were redeemed at approximately $10.86 per share[167]. - After the Second Extension Charter Amendment, approximately $83,770,196 remained in the trust account following the redemption of 8,620,849 Class A ordinary shares at approximately $11.55 per share[169]. - As of September 30, 2025, cash and marketable securities held in the trust account amounted to $88,478,622, including approximately $24,678,826 of interest income[188]. - Cash held outside the trust account was $44,123, intended for working capital needs and evaluating target businesses[189]. - The company intends to use funds held in the trust account primarily to complete its initial business combination and for working capital of the target business[188]. Business Operations and Strategy - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational tasks and identifying a target company for a business combination[176]. - The company has focused on seeking high-growth businesses with proven or potential transnational operations for its initial business combination[163]. - The company extended the deadline for consummating a business combination to August 5, 2026, following the approval of the Third Extension Charter Amendment[175]. Financial Obligations and Concerns - The company had a working capital deficit of $5,298,431 as of September 30, 2025[197]. - The company issued an unsecured promissory note to the sponsor for $2,400,000 in connection with the Second Extension[170]. - The company issued unsecured promissory notes totaling $2,000,000 to the sponsor, with no interest and payable upon the consummation of the initial business combination[191]. - The sponsor deposited $150,000 monthly into the trust account from November 2024 to April 2025, and $250,000 monthly from May 2025 to October 2025, to extend the business combination period[195]. - The company has no long-term debt obligations or off-balance sheet arrangements as of September 30, 2025[200][201]. - Management has raised substantial doubt about the company's ability to continue as a going concern due to liquidity conditions[196].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,109,702, driven by dividends and interest earned of $1,813,045 [130]. - For the nine months ended September 30, 2025, the company achieved a net income of $4,245,933, with total dividends and interest earned amounting to $5,336,705 [131]. - Cash used in operating activities for the nine months ended September 30, 2025, was $537,585, influenced by net income of $4,245,933 [137]. Business Combination and Financing - The pre-money equity value of Everli in the Business Combination is $180 million, subject to increase for certain financings prior to Closing [126]. - The Company has until June 20, 2026, to complete its initial Business Combination, or it will face automatic winding up and liquidation [146]. - The Company may need additional financing to complete its Business Combination or to redeem a significant number of public shares [145]. - The Sponsor or certain officers may loan funds up to $1,500,000, which can be converted into warrants at $1.00 per warrant [144]. - The company may seek to extend the Completion Window for its Business Combination, which requires public shareholder approval [116]. Initial Public Offering (IPO) - The company completed the Initial Public Offering of 16,000,000 Units at $10.00 per Unit, generating gross proceeds of $160,000,000 [135]. - The company incurred $10,184,856 in Initial Public Offering related costs, including $3,000,000 in cash underwriting fees [136]. - The underwriters received an underwriting discount of $0.20 per unit, totaling $3,000,000, upon the IPO closing [150]. - The deferred fee for underwriters amounts to $6,600,000, payable from the Trust Account after shareholder redemptions [150]. Balance Sheet and Cash Position - As of September 30, 2025, Everli had an outstanding balance of $3,627,400 on the unaudited condensed consolidated balance sheet [122]. - The company borrowed $3,178,079 under the Sponsor Loan, with an outstanding balance of $3,561,989 reported [125]. - Cash held outside the Trust Account was $286,258 as of September 30, 2025, down from $878,254 at December 31, 2024 [142]. - As of September 30, 2025, the Trust Account primarily held U.S. Treasury Bills, while at December 31, 2024, it was mainly in money market funds invested in U.S. Treasury securities [140]. - The Company has no long-term debt or off-balance sheet arrangements as of September 30, 2025 [147]. Management and Accounting - Management has not identified any critical accounting estimates significantly impacting the financial statements [152]. - The Company has incurred significant costs in pursuit of acquisition plans, raising doubts about its ability to continue as a going concern [146].

Financial Performance - For the three months ended September 30, 2025, the Company reported a net income of $1,109,702, driven by dividends and interest earned of $1,813,045 [130]. - For the nine months ended September 30, 2025, the Company achieved a net income of $4,245,933, with dividends and interest earned totaling $5,336,705 [131]. - Cash used in operating activities for the nine months ended September 30, 2025, was $537,585, influenced by interest earned on marketable securities [137]. Initial Public Offering - The Company completed the Initial Public Offering of 16,000,000 Units at $10.00 per Unit, generating gross proceeds of $160 million [135]. - The underwriters received an underwriting discount of $0.20 per unit, totaling $3,000,000, upon the closing of the Initial Public Offering [150]. - The deferred fee for the underwriters amounts to $6,600,000, payable from the Trust Account after shareholder redemptions [150]. Business Combination - The pre-money equity value of Everli in the Business Combination is $180 million, subject to increase for certain financings prior to Closing [126]. - The Company may seek to extend the Completion Window for its Business Combination, which requires public shareholder approval [116]. - The Company has until June 20, 2026, to complete its initial Business Combination, or it will face automatic winding up and liquidation [146]. - The Company may need additional financing to complete its Business Combination or to redeem a significant number of public shares, which could involve issuing additional securities or incurring debt [145]. Financial Position - As of September 30, 2025, Everli had an outstanding balance of $3,627,400 on the unaudited condensed consolidated balance sheet [122]. - The Company borrowed $3,178,079 under the Sponsor Loan, with an outstanding balance of $3,561,989 reported [125]. - Cash held outside the Trust Account was $286,258 as of September 30, 2025, down from $878,254 at December 31, 2024 [142]. - The Company has no long-term debt or off-balance sheet arrangements as of September 30, 2025 [147]. Costs and Expenses - The Company incurred $10,184,856 in Initial Public Offering related costs, including $3,000,000 in cash underwriting fees [136]. - The Company has incurred and expects to continue incurring significant costs in pursuit of its acquisition plans, raising doubts about its ability to continue as a going concern [146]. Loans and Financing - The Company entered into the Amended Everli Note, increasing the principal amount to $1,000,000, including an OID of 10% [119]. - The Sponsor or certain officers may loan funds to cover working capital deficiencies, with up to $1,500,000 of such loans convertible into warrants at $1.00 per warrant [144]. Trust Account - As of September 30, 2025, the Trust Account primarily held U.S. Treasury Bills, while at December 31, 2024, it was mainly in money market funds invested in U.S. Treasury securities [140]. Management and Accounting - Management has not identified any critical accounting estimates that significantly impact the financial statements [152].

Financial Performance - Net sales decreased by $0.9 million, or 11%, to $6.95 million for the three months ended September 30, 2025, compared to $7.87 million for the same period in 2024[73] - Gross profit for the three months ended September 30, 2025, was $854,359, representing 12% of net sales, down from $1,833,720, or 23% of net sales, in the same period of 2024[73] - The net loss for the three months ended September 30, 2025, was $1,429,133, or 21% of net sales, compared to a net loss of $13,289, or 0% of net sales, in the same period of 2024[73] - For the nine months ended September 30, 2025, net sales were $20,578,717, a decrease from $21,128,263 in the same period of 2024[74] - Net sales decreased by approximately $0.5 million, or 3%, to $20.6 million for the nine months ended September 30, 2025, compared to $21.1 million for the same period in 2024[76] - Gross profit decreased by 54%, to $0.9 million for the three months ended September 30, 2025, compared to $1.8 million for the same period in 2024[78] - Net loss increased by $1.4 million to $1.4 million for the three months ended September 30, 2025, compared to a net income of $0.0 million for the same period in 2024[82] - For the nine months ended September 30, 2025, net loss increased by $0.5 million to $1.4 million compared to a net loss of $0.9 million in 2024[83] Expenses - General and administrative expenses increased to $2,072,962, accounting for 30% of net sales in Q3 2025, compared to 22% in Q3 2024[73] - General and administrative expenses increased by $0.3 million, or 20%, to $2.1 million for the three months ended September 30, 2025, compared to $1.7 million for the same period in 2024[79] - Cost of revenue increased by $0.1 million to $6.1 million for the three months ended September 30, 2025, compared to $6.0 million for the same period in 2024[77] - Other expenses for the nine months ended September 30, 2025, increased by $0.4 million to $0.6 million due to a reduction of other income attributed to the sale of an asset in 2024[80] Cash Flow and Financing - As of September 30, 2025, the company had cash totaling $0.6 million and a line of credit with $0.7 million available[99] - Net cash provided by operating activities was $676,529 for the nine months ended September 30, 2025, compared to a net cash used of $1,566,598 for the same period in 2024[105] - Net cash used in investing activities increased to $643,808 for the nine months ended September 30, 2025, from $319,229 in 2024, primarily due to a one-time asset disposal in 2024[107] - Net cash used in financing activities was $53,584 for the nine months ended September 30, 2025, compared to net cash provided of $204,366 in 2024, driven by a decrease in debt borrowings[108] - The Company obtained approximately $1.5 million in financing from a related party to facilitate required paydowns under the waiver[102] Compliance and Risks - As of September 30, 2025, the Company was not in compliance with financial covenants, but received a waiver from M&T Bank, requiring repayment of approximately $1.3 million in loans and reducing the revolving credit line from $8.0 million to $7.5 million[101] - The Company expects to maintain compliance with all amended covenants through the remainder of 2025, strengthening its liquidity position[103] - Significant risks affecting liquidity include economic consequences of global pandemics, geopolitical conflicts, and supply chain disruptions[104] - The primary market risk exposure for the Company is interest rate sensitivity, with no material changes reported during the nine months ended September 30, 2025[109] Business Development - The company plans to grow into new end markets of communications and sensing, having entered the communications market in 2023[59] - In 2023, the company launched several new products, including low weight night vision optics and biomedical mirrors for the medical market[55] - The company has expanded its manufacturing facility to nearly 90,000 square feet, enhancing production capacity and advanced manufacturing processes[53] - The company relies on U.S.-based suppliers for specialized components, which has helped mitigate supply chain disruptions and inflation-related costs[60] Taxation - Income tax expense decreased by $0.1 million to zero for the three months ended September 30, 2025, compared to a tax benefit of ($0.1) million for the same period in 2024[81] - Adjusted EBITDA for the nine months ended September 30, 2025, was $(1.4) million compared to $(0.9) million in 2024[95]