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] - For the nine months ended September 30, 2025, net sales totaled $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] Profitability - 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 prior year[73] - 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] - Gross profit for the nine months ended September 30, 2025, was $4,760,943, representing 23% of net sales, compared to 22% in the prior year[74] Expenses - General and administrative expenses increased to $2,072,962, accounting for 30% of net sales, compared to 22% in the same period last year[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] Net Loss - 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 prior year[73] - 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] Cash Flow - 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 of $600,000[108] Financing and Compliance - As of September 30, 2025, the company had cash totaling $0.6 million and a line of credit with $0.7 million available[99] - 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 obtained approximately $1.5 million in financing from a related party to facilitate required paydowns under the waiver[102] - The Company expects to maintain compliance with all amended covenants through the remainder of 2025, strengthening its liquidity position[103] Market and Operational Developments - 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 end market[55] - The company has increased its inventory of key raw materials to mitigate supply chain disruptions, resulting in higher prepaid inventory compared to prior periods[60] - The company operates a nearly 90,000 square foot facility in Rochester, New York, which allows for increased production capacity and advanced manufacturing processes[53] Risks - 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]

Financial Performance - The net loss for the nine months ended September 30, 2025, was CAD 60,253,000, compared to CAD 13,604,000 for the same period in 2024, indicating a substantial increase in losses of approximately 343%[3][4] - The company reported a total comprehensive loss of CAD 64,205,000 for the nine months ended September 30, 2025, compared to CAD 10,877,000 in 2024, representing an increase of about 490%[3] - The basic and diluted loss per share for the nine months ended September 30, 2025, was CAD 0.11, compared to CAD 0.03 in 2024, reflecting a worsening of approximately 267%[3] - For the three months ended September 30, 2025, the Group recorded a loss of $1,311 thousand on the change in fair value of the embedded derivative, up from a loss of $736 thousand in the same period of 2024[61] - The loss attributable to shareholders for Q3 2025 was $7,945,000, compared to $4,618,000 in Q3 2024, indicating a 72% increase in losses[79] Assets and Liabilities - Total assets decreased to CAD 127,293,000 as of September 30, 2025, down from CAD 137,160,000 in December 2024, representing a decline of approximately 7%[1][2] - Total equity decreased to CAD 60,395,000 as of September 30, 2025, down from CAD 97,197,000 in December 2024, a decline of approximately 38%[1][2] - Total current liabilities increased to CAD 66,491,000 as of September 30, 2025, from CAD 39,415,000 in December 2024, representing an increase of about 68%[2] - The Group's total deficit increased to $793,123 as of September 30, 2025, compared to $732,870 at the end of 2024[12] - The Group's working capital deficit was $20,995 as of September 30, 2025, slightly improved from a deficit of $21,365 at the end of 2024[12] Cash and Cash Equivalents - Cash and cash equivalents increased significantly to CAD 44,847,000 from CAD 16,142,000, marking a growth of about 177%[1][4] - As of September 30, 2025, the Group had cash and cash equivalents of $44,847, up from $16,142 as of December 31, 2024[12] - The Group's cash and cash equivalents as of September 30, 2025, were primarily held in business and savings accounts, reflecting a stable liquidity position[37] - The Group's cash and cash equivalents and restricted cash totaled $38,710,000 as of September 30, 2025, compared to $16,272,000 at the end of 2024[86] Exploration and Evaluation - Exploration and evaluation expenses rose to CAD 5,028,000 for the nine months ended September 30, 2025, up from CAD 3,604,000 in 2024, reflecting an increase of about 39%[3] - The Group's exploration and evaluation assets as of September 30, 2025, include a mineral property interest valued at CAD 47,301,000, with a total carrying value of CAD 49,935,000 after accounting for depreciation[27] - The Group's total depreciation for the nine months ended September 30, 2025, was CAD 129,000, compared to CAD 119,000 for the same period in 2024, indicating a slight increase in asset usage[34] Regulatory and Legal Challenges - The Pebble Project is currently undergoing federal and state permitting processes, with significant regulatory challenges impacting its progress[15] - The Group's appeal of the USACE's permit application denial is ongoing, with the District instructed to re-evaluate specific issues following a remand decision[16] - The Group's legal actions against the EPA's Final Determination include a motion to add the District as a defendant, highlighting ongoing disputes regarding the Pebble Project's permit[18][19] - The Group's ongoing litigation and regulatory challenges have led to a temporary stay in court proceedings due to the US government shutdown, impacting the resolution timeline[20] Share Capital and Financing - The share capital increased to CAD 736,842,000 as of September 30, 2025, from CAD 702,755,000 in December 2024, an increase of approximately 5%[1][2] - The Group received proceeds of $9,145 from the exercise of share purchase options and warrants, along with $24,000 (approximately $33,190) from investment tranches under a royalty agreement[11] - The Group's financial statements have been prepared based on a going concern assumption, indicating the need for additional financing to meet obligations[13] - The Group has prioritized financial resources for key corporate and Pebble Project expenditures over the next twelve months, including challenges against the EPA's final determination[12] Management and Compensation - The total compensation for key management personnel for the nine months ended September 30, 2025, was $3,815 thousand, an increase from $3,007 thousand in 2024[63] - The Group recognized share-based compensation of $25 for DSU grants in the three months ended September 30, 2025, compared to $8 in 2024, and $50 for the nine months, up from $20 in 2024[45] Related Party Transactions - Total payables to related parties increased to $899 thousand as of September 30, 2025, compared to $267 thousand on December 31, 2024[62] Commitments and Future Obligations - The Group has a future commitment to distribute a minimum of $3,000 annually to residents of Bristol Bay villages as part of the Pebble Performance Dividend Commitment[97] - The Group's legal fees payable upon securing a partner for the Pebble Partnership total $635,000[100]

Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $(92,707) compared to a net income of $144,123 for the same period in 2024[115]. - For the nine months ended September 30, 2025, the company had a net loss of $(443,906) compared to a net income of $833,308 for the same period in 2024[116]. - As of September 30, 2025, the company had an accumulated deficit of $8,027,355 and a working capital deficit of $5,124,150, raising substantial doubt about its ability to continue as a going concern[117]. IPO and Financing - The company generated gross proceeds of $115,000,000 from the IPO of 11,500,000 Units on April 5, 2022, and an additional $3,300,000 from the sale of 330,000 Private Units[119]. - The company incurred $5,704,741 in transaction costs related to the IPO, including $2,300,000 in underwriting fees[120]. - The company has a promissory note with a balance of $3,122,403 as of September 30, 2025, which was increased to $4,500,000 through amendments[130]. Trust Account and Cash Management - As of September 30, 2025, the company had investments held in the Trust Account amounting to $920,985, which are intended to be used for completing a Business Combination[122]. - The company has no cash held outside the Trust Account as of September 30, 2025, and intends to use these funds primarily for identifying and evaluating target businesses[123]. Business Combination Activities - The company redeemed 5,885,324 shares held by public shareholders following the Extraordinary General Meeting on January 26, 2023[132]. - The company extended the deadline for consummating a business combination to August 5, 2024, as approved in the Extraordinary General Meeting on October 30, 2023[133]. - As of September 30, 2025, 60,523 shares held by public shareholders remained outstanding after the redemption of 491,928 shares[137][136]. - The Company has entered into a non-binding letter of intent for a business combination with Okidoki OÜ, with a total equity value of $120 million[141]. - On November 4, 2024, the Company expressed interest in acquiring all issued and outstanding shares of Fedilco Group Limited, which holds an 80% equity interest in an Armenia-based telecom company[143]. - The Merger Agreement with Future Dao was mutually terminated on October 6, 2023, with no fees or expenses required to be paid by either party[139][140]. - The Company amended its Memorandum and Articles of Association to extend the deadline for consummating a business combination to January 5, 2026, with a reduced extension fee of $25,000 per month[136]. - The Business Combination with Future Dao was unanimously approved by the boards of directors of both companies prior to the termination of the Merger Agreement[138]. Accounting and Risk Management - The Company accounts for ordinary shares subject to possible redemption as temporary equity, reflecting certain redemption rights outside of the Company's control[148]. - The Company has not been subject to any market or interest rate risk as of September 30, 2025, with investments in U.S. government securities and money market funds[151]. - The Company applies the two-class method in calculating earnings per share, excluding ordinary shares subject to possible redemption from basic net loss per ordinary share calculations[149]. - Management does not anticipate that recently issued accounting standards will have a material effect on the consolidated financial statements[150].

Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $(92,707) compared to a net income of $144,123 for the same period in 2024[115]. - For the nine months ended September 30, 2025, the company had a net loss of $(443,906) compared to a net income of $833,308 for the same period in 2024[116]. - As of September 30, 2025, the company had an accumulated deficit of $8,027,355 and a working capital deficit of $5,124,150, raising substantial doubt about its ability to continue as a going concern[117]. IPO and Transaction Costs - The company generated gross proceeds of $115,000,000 from the IPO of 11,500,000 Units on April 5, 2022[119]. - Following the IPO, the company incurred transaction costs of $5,704,741, including $2,300,000 in underwriting fees[120]. Trust Account and Cash Management - As of September 30, 2025, the company had investments held in the Trust Account amounting to $920,985, which are intended to be used for completing a Business Combination[122]. - The company has no cash held outside the Trust Account as of September 30, 2025, and intends to use those funds primarily for identifying and evaluating target businesses[123]. Debt and Shareholder Information - The company issued a promissory note with a principal amount of up to $4,500,000 to M-Star Management Corp., with a balance of $3,122,403 as of September 30, 2025[130]. - As of September 30, 2025, 60,523 shares held by public shareholders remained outstanding[137]. - 491,928 shares held by public shareholders were redeemed as a result of the exercise of the redemption right[136]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2025[127]. Business Combinations and Agreements - On October 30, 2023, the company extended the deadline for consummating a business combination to August 5, 2024, with 2,412,260 shares redeemed by public shareholders[133]. - The proposed business combination with Okidoki OÜ is based on a total equity value of $120 million[141]. - Metal Sky entered into a letter of intent with Fedilco Group Limited to acquire all issued and outstanding shares of Fedilco, which holds an 80% equity interest in Viva Armenia Closed Joint-Stock Company[143]. - The Merger Agreement with Future Dao was mutually terminated on October 6, 2023, with no fees or expenses required to be paid by either party[139][140]. - Future Dao's recapitalization will include a share split such that each Future Dao Ordinary Share will have a value of $10.00 per share, based on a total value of $350 million[138]. - The Company has amended its Memorandum and Articles of Association to extend the date for consummating a business combination to January 5, 2026[136]. - The extension payment for the time period has been reduced to $25,000 for each one-month extension[136]. Risk Management - The Company is not subject to any market or interest rate risk as of September 30, 2025, with investments in U.S. government securities[151]. - The Company applies the two-class method in calculating earnings per share, excluding ordinary shares subject to possible redemption from the basic net loss per ordinary share calculation[149].

Financial Performance - Gaming revenue for Q3 2025 was $106.793 million, a 1.3% increase from $105.450 million in Q3 2024 [137]. - Net operating revenue decreased by $2.0 million, or 1.3%, for the three months ended September 30, 2025 compared to the same period in 2024 [142]. - Net loss attributable to Century Casinos, Inc. shareholders increased by $2.4 million, or 29.9%, for Q3 2025 compared to Q3 2024 [142]. - Adjusted EBITDAR for Q3 2025 was $31.064 million, a decrease of 5.6% from $32.902 million in Q3 2024 [137]. - Hotel revenue for Q3 2025 was $14.845 million, a decrease of 3.3% from $15.350 million in Q3 2024 [137]. - Other revenue decreased by 32.9% to $7.058 million in Q3 2025 compared to $10.518 million in Q3 2024 [137]. - For the three months ended September 30, 2025, net earnings attributable to Century Casinos, Inc. shareholders were $(10,548) thousand, a decrease from $(8,119) thousand in the same period of 2024 [152][154]. - Net earnings attributable to Century Casinos, Inc. shareholders decreased by 32.9% to $3.155 million in Q3 2025 from $4.701 million in Q3 2024 [163]. Revenue Sources - Pari-mutuel, sports betting, and iGaming revenue increased by 16.2% to $6.685 million in Q3 2025 compared to $5.753 million in Q3 2024 [137]. - Gaming revenue for Q3 2025 was $76.634 million, a 2.1% increase from $75.023 million in Q3 2024 [163]. - Pari-mutuel, sports betting, and iGaming revenue increased by 25.0% to $3.778 million in Q3 2025 compared to $3.023 million in Q3 2024 [163]. Casino Operations - The company opened a new land-based casino in Caruthersville, Missouri, on November 1, 2024, with a project cost of approximately $51.9 million [132]. - The company anticipates opening a new casino location in Wroclaw in January 2026, with 50 slot machines and four table games [131]. - The company closed the Hilton Hotel casino in Warsaw in June 2025 due to not receiving a new license, with plans to relocate and reopen the casino in October 2024 [131]. - The new land-based casino and hotel in Caruthersville opened on November 1, 2024, featuring 574 slot machines and nine live table games, nearly a 50% increase in gaming positions [163]. - The Happy Valley Casino in Pennsylvania is expected to open in early 2026, potentially increasing competition for Rocky Gap [165]. Strategic Initiatives - The company initiated a comprehensive strategic review in August 2025 to explore potential mergers, partnerships, or asset divestments aimed at enhancing shareholder value [135]. - The company has partnered with BetMGM to operate an online and mobile sports betting application in Missouri, expected to begin on December 1, 2025 [130]. - The company plans to open a second casino in Wroclaw in January 2026 following the award of a second license in March 2025 [195]. Financial Position - Total long-term debt, including current portion, as of September 30, 2025, was $329,316 thousand, slightly increasing from $327,493 thousand as of September 30, 2024 [161]. - Net Debt as of September 30, 2025, was $261,056 thousand, up from $220,850 thousand as of September 30, 2024, indicating a rise in leverage [161]. - Interest expense for the nine months ended September 30, 2025, totaled $77,607 thousand, compared to $75,316 thousand for the same period in 2024, reflecting an increase [155][158]. - Cash, cash equivalents, and restricted cash as of September 30, 2025, were $78.1 million, down from $119.1 million in 2024 [211]. - Total debt as of September 30, 2025 was $329.3 million, with $321.3 million classified as long-term debt, reflecting an increase in net debt from $220.9 million as of September 30, 2024 [218]. Currency Exchange Rates - The average exchange rate for the Canadian dollar (CAD) was 1.3773 for Q3 2025, reflecting a 1.0% decrease compared to Q3 2024 [136]. - The average exchange rate for the Polish zloty (PLN) was 3.6461 for Q3 2025, indicating a 6.5% increase compared to Q3 2024 [136]. - The average exchange rate between the US dollar and Canadian dollar decreased by 1.0% for the three months ended September 30, 2025, compared to the same period in 2024 [181]. - The average exchange rate between the US dollar and Polish zloty increased by 6.5% for the three months ended September 30, 2025, compared to the same period in 2024 [190]. Operational Costs - Total operating costs and expenses decreased by $1.2 million, or 0.9%, for Q3 2025 compared to Q3 2024 [142]. - Operating costs and expenses in the West decreased primarily due to fewer events at the outdoor event center [178]. - Total operating costs and expenses in Canada for the three months ended September 30, 2025, decreased by 0.9% to $16.32 million compared to $16.46 million in 2024 [179]. - Operating costs and expenses for the three months ended September 30, 2025, decreased by 5.4% to PLN 70.5 million compared to PLN 74.5 million in 2024, and for the nine months, it increased by 1.1% to PLN 240.3 million from PLN 237.7 million [192][194]. Cash Flow - Net cash provided by operating activities for the nine months ended September 30, 2025, was $6.8 million, compared to a cash outflow of $1.0 million in 2024 [211]. - Net cash used in investing activities for the nine months ended September 30, 2024 totaled $66.5 million, including $20.2 million for the casino project in Caruthersville and $10.9 million for a hotel project [215]. - Cash and cash equivalents decreased to $77.7 million as of September 30, 2025, down from $98.8 million at December 31, 2024, primarily due to net cash used in investing activities [226]. Miscellaneous - The company reported a goodwill impairment of $26.5 million for the Rocky Gap reporting unit in Q4 2024 due to a restatement of previously issued financial statements [128]. - The company incurred pre-opening and termination expenses of $1,790 thousand for the nine months ended September 30, 2025, compared to $2,753 thousand for the same period in 2024, reflecting a decrease [155][158]. - Non-cash stock-based compensation for the nine months ended September 30, 2025, was $802 thousand, compared to $566 thousand for the same period in 2024, indicating an increase [155][158].

IPO and Stock-Based Compensation - The company completed its IPO on September 18, 2025, selling 34,042,553 shares at a public offering price of $23.50 per share, resulting in net proceeds of approximately $758.0 million after underwriting discounts and commissions of $42.0 million[198]. - The company recognized $1,400.7 million in stock-based compensation expense related to RSUs, stock options, and restricted stock in connection with the IPO[199]. - Stock-based compensation expense recognized as a result of the IPO was $1.405 billion for the three months ended September 30, 2025[221]. Revenue and Sales Performance - Revenue for the three months ended September 30, 2025, was $468.1 million, an increase of $34.3 million or 7.9% compared to $433.8 million in the same period of 2024[221]. - Revenue for the nine months ended September 30, 2025, was $1.296 billion, an increase of $58.8 million or 4.8% compared to $1.237 billion in the same period of 2024[222]. - Gross Merchandise Sales (GMS) grew by 11% year-over-year to $2,434.8 million for the three months ended September 30, 2025, driven by market share growth in North America and international markets[249]. - The number of buyers making two or more purchases grew 2.0x faster year-over-year compared to those making only one purchase, indicating strong repeat purchasing behavior[201]. Expenses and Costs - Cost of revenue (exclusive of depreciation and amortization) for the three months ended September 30, 2025, was $100.5 million, an increase of $20.9 million or 26.3% compared to $79.6 million in the same period of 2024[223]. - Cost of revenue (exclusive of depreciation and amortization) for the nine months ended September 30, 2025, was $238.1 million, an increase of $32.2 million or 15.6% compared to $205.9 million in the same period of 2024[224]. - Sales and marketing expenses for the three months ended September 30, 2025, were $281.1 million, an increase of $60.2 million or 27.2% compared to $221.0 million in the same period of 2024[228]. - General and administrative expenses for the three months ended September 30, 2025, were $1.426 billion, an increase of $1.326 billion or 1,335.0% compared to $99.4 million in the same period of 2024[230]. - Operations and support expenses for the three months ended September 30, 2025, were $22.5 million, an increase of $6.9 million or 44.4% compared to $15.6 million in the same period of 2024[225]. Net Loss and Cash Flow - Net loss for the three months ended September 30, 2025, was $1.295 billion, compared to a net loss of $33.0 million in the same period of 2024[221]. - The net loss for the three months ended September 30, 2025, was $1,294.6 million, a significant increase of 3,822% compared to the same period in 2024[249]. - Free cash flow for the three months ended September 30, 2025, was $(4.6) million, a decrease of 143% compared to the same period in 2024[249]. - Net cash provided by operating activities for the nine months ended September 30, 2025, was $181.4 million, down from $410.9 million in the same period of 2024[265]. - The decrease in free cash flow for the nine months ended September 30, 2025, was primarily due to changes in the timing of cash receipts and payments associated with ticket sales[266]. Financial Position and Debt - As of September 30, 2025, the company had cash and cash equivalents of $1,392.5 million, excluding $16.6 million of restricted cash[270]. - The company made an early principal payment of $750.0 million on the 2024 USD Term Loan, reducing the remaining principal amount to $1,154.2 million[271]. - As of September 30, 2025, the company had $1,685.6 million outstanding under its term loan Credit Facilities, with no amounts drawn on the Revolving Credit Facility[279]. - Total interest payments on outstanding debt for the three months ended September 30, 2025, were $39.6 million[265]. Adjusted EBITDA and Performance Metrics - Adjusted EBITDA increased by $11.7 million (21%) for the three months ended September 30, 2025, reaching $67.5 million[249]. - Adjusted EBITDA for the three months ended September 30, 2025, was $67.5 million, representing 14% of revenue, compared to $55.8 million (13% of revenue) in the same period of 2024[260]. - During the nine months ended September 30, 2025, Adjusted EBITDA decreased to $169.8 million from $194.3 million in the same period of 2024, with Adjusted EBITDA as a percentage of revenue dropping from 16% to 13%[260]. Interest and Currency Impact - Interest income increased by $1.9 million (16.9%) for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to higher cash and cash equivalent balances[234]. - Interest expense decreased by $12.2 million (25.6%) for the three months ended September 30, 2025, mainly due to a one-time reclassification of $18.4 million and lower variable interest rates[236]. - Foreign currency losses decreased by $18.4 million (94.2%) for the three months ended September 30, 2025, primarily due to the remeasurement of the Euro Term Loan obligation[238]. - A hypothetical 10% change in the euro to U.S. dollar exchange rate would have resulted in a $53.1 million change to foreign currency losses related to the 2024 Euro Term Loan[299]. - Currency exchange rate movements impact the remeasurement of net asset or liability positions of foreign operations[300].

Company Operations - Safe & Green Holdings Corp. operates in four segments: construction, medical, oil and gas, and environmental[332]. - The company generated revenue from medical testing and is focusing on establishing a national presence in the medical segment through Safe & Green Medical Corporation[333]. - In 2024, the company acquired Olenox Corp., which specializes in revitalizing underdeveloped energy assets, leading to significant production growth in the oil and gas sector[334]. - The company is focused on utilizing patented technology for biomedical waste management through SG Environmental Solutions Corp.[333]. - The company has increased control over manufacturing processes since acquiring Echo DCL, LLC, enhancing product offerings[333]. Financial Performance - Total revenue for the nine months ended September 30, 2025, was $2,338,870, a decrease of approximately 41% compared to $3,932,592 for the same period in 2024[371]. - Cost of revenue increased by approximately 10%, totaling $3,965,265 for the nine months ended September 30, 2025, compared to $3,618,031 for the same period in 2024[373]. - Total operating loss for the nine months ended September 30, 2025, was $8,027,488, compared to a loss of $5,021,927 for the same period in 2024[371]. - Net loss attributable to common stockholders for the nine months ended September 30, 2025, was $12,636,410, compared to $12,094,545 for the same period in 2024[371]. - Gross loss for the nine months ended September 30, 2025, was $(1,626,395), compared to a gross income of $314,561 for the same period in 2024, resulting in a gross profit margin percentage decrease to (70)% from 8%[374]. - Total revenue for the three months ended September 30, 2025, was $1,051,165, a decrease of $702,058 or approximately 40% compared to $1,753,223 for the same period in 2024, primarily due to fewer construction jobs in progress[379]. - Operating expenses for the nine months ended September 30, 2025, were $6,401,093, an increase from $5,336,488 in the same period in 2024, driven by higher general and administrative expenses[376]. - Other income for the nine months ended September 30, 2025, was $2,592,979, significantly higher than $186,634 for the same period in 2024, due to a legal settlement and employee retention credits[377]. - Net cash used in operating activities for the nine months ended September 30, 2025, was $(3,817,995), a decrease of approximately $6,097,921 compared to $(9,915,916) for the same period in 2024[393]. - The company recognized a loss on conversion of notes payable amounting to $4,915,209 during the three months ended September 30, 2025[384]. - Total operating loss for the three months ended September 30, 2025, was $(2,507,726), compared to $(2,241,085) for the same period in 2024[378]. - The company had an accumulated deficit of $111,168,493 as of September 30, 2025, compared to $98,532,083 as of December 31, 2024[391]. - EBITDA for the nine months ended September 30, 2025, was $(10,142,715), compared to $(9,499,718) for the same period in 2024, reflecting a decline of approximately 6.8%[412]. - Adjusted EBITDA for the nine months ended September 30, 2025, was $(4,597,052), compared to $(3,181,429) for the same period in 2024, representing a decrease of approximately 44.4%[412]. Debt and Financing - The company entered into a Cash Advance Agreement on January 22, 2025, selling future receivables of $104,930 for a net amount of $63,000[336]. - A promissory note was issued on January 22, 2025, for $143,750 with a twelve percent interest rate, requiring monthly payments starting February 28, 2025[337]. - On February 12, 2025, the company executed a promissory note for $360,000, purchased for $300,000, with a fifteen percent annual interest rate[338][339]. - The company issued a promissory note for up to $1,875,000 on March 6, 2025, with a twenty-five percent original issue discount and a twelve percent annual interest rate[345]. - The conversion price for the promissory note issued to Tysadco is set at $0.50 per share, with penalties for events of default including a daily penalty of $500[345]. - The Company executed and issued a Promissory Note in favor of GS Capital Partners, LLC for an aggregate principal amount of $360,000[347]. - The Note purchased by GSA had an original issue discount of $60,000, with a guaranteed interest of $54,000 for the first twelve months[348]. Market and Compliance - The Company plans to apply for trading on the OTCQB market to address the risk of delisting from Nasdaq[361]. - The Nasdaq Hearings Panel granted the Company's request for continued listing on the Nasdaq Capital Market, conditioned on compliance by August 28, 2025[367]. - The Company must effect a reverse stock split and achieve a closing bid price of $1.00 or more per share for at least ten consecutive business days to maintain its listing[367]. Asset Management - The amortization expense for intangible assets for the nine months ended September 30, 2025, was $85,913, compared to $10,251 for the same period in 2024, showing a significant increase of approximately 738%[408]. - The accumulated amortization as of September 30, 2025, was $91,351, up from $63,392 as of December 31, 2024, indicating an increase of approximately 44.1%[408]. - There were no goodwill impairments during the nine months ended September 30, 2025, or 2024, maintaining the carrying value of goodwill[407]. - The company reported a change in fair value of equity-based investments of $5,590,666 for the nine months ended September 30, 2025[412]. - The company’s intangible assets include patents valued at $801,207, which are being recognized over 7 years[408]. - The company applies revenue recognition over time for certain contracts, similar to the percentage of completion method, which may lead to revisions in cost estimates[406].

IPO and Offering Details - The company completed its Initial Public Offering on May 19, 2025, raising gross proceeds of $250 million from the sale of 25 million Units at $10.00 per Unit[128]. - The company incurred total offering costs of $5,456,417, which included a cash underwriting fee of $4,400,000[139]. - Underwriters partially exercised their over-allotment option, purchasing 3,000,000 Units, resulting in a cash underwriting discount of $4,400,000[152][153]. - The company will pay up to $10,600,000 in cash fees to advisors upon the consummation of the initial Business Combination[154]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,625,328, driven by interest income of $2,624,404 from marketable securities held in the Trust Account, offset by operating costs of $999,076[137]. - For the nine months ended September 30, 2025, the company reported a net income of $1,510,946, with total interest income of $3,824,027 and operating costs of $1,917,681[137]. - The company has generated no operating revenues to date and will not do so until after the completion of its initial Business Combination[136]. Trust Account and Liquidity - As of September 30, 2025, the company had approximately $253,824,027 in marketable securities in the Trust Account, including $3,824,027 of interest income[142]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and may use remaining proceeds for working capital[142]. - The company has raised liquidity through a $25,000 contribution from the Sponsor and a loan under the IPO Promissory Note, which was fully repaid upon the IPO[145][146]. - The company is currently assessing its ability to continue as a going concern, with substantial doubt raised regarding its liquidity through the next twelve months[149]. Shareholder and Equity Information - Holders of certain shares are entitled to registration rights, allowing them to demand registration of their securities for resale[155]. - The company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value[160]. - Net loss per ordinary share is calculated by dividing net loss applicable to shareholders by the weighted average number of ordinary shares outstanding[161]. Administrative and Compliance Costs - The company incurred $30,000 and $50,000 in administrative service fees for the three and nine months ended September 30, 2025, respectively[151]. - The company is evaluating the impact of adopting ASU 2024-03, which requires additional disclosures about specific expense categories[162]. Business Combination Timeline - The company has until May 19, 2027, to complete its Business Combination, or it will cease operations and redeem Public Shares[131]. - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[150].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,625,328, consisting of interest income of $2,624,404 offset by operating costs of $999,076 [137]. - The company reported a net income of $1,510,946 for the nine months ended September 30, 2025, after accounting for operating costs and share-based compensation [137]. - The company incurred $30,000 and $50,000 in fees for administrative services for the three and nine months ended September 30, 2025, respectively [151]. Initial Public Offering - The company generated gross proceeds of $250,000,000 from its Initial Public Offering of 25,000,000 Units at a price of $10.00 per Unit [128]. - The cash underwriting discount for the Initial Public Offering was 2.00% of the gross proceeds, amounting to $4,400,000 [153]. - Underwriters partially exercised their over-allotment option, purchasing 3,000,000 Units out of a possible 3,300,000 Units [152]. Business Combination - The company has until May 19, 2027, to complete its Business Combination, or it will cease operations and redeem Public Shares [131]. - The company may seek to extend the Completion Window for its Business Combination, which requires shareholder approval [132]. - The company will pay up to $10,600,000 in cash fees to advisors upon the consummation of the initial Business Combination [154]. Financial Position - As of September 30, 2025, the company had marketable securities in the Trust Account totaling approximately $253,824,027, including $3,824,027 of interest income [142]. - The company had cash of $190,655 outside the Trust Account as of September 30, 2025, primarily for evaluating target businesses [144]. - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities [150]. Going Concern - The company has raised concerns about its ability to continue as a going concern due to significant costs and the need for additional capital [149]. - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs [136]. Shareholder Rights - Holders of certain shares are entitled to registration rights, allowing them to demand registration of their securities for resale [155]. - The company has waived rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed [156]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value [160]. - Net loss per ordinary share is calculated by dividing net loss applicable to shareholders by the weighted average number of ordinary shares outstanding [161]. Accounting Standards - The company is evaluating the impact of adopting ASU 2024-03, which requires additional disclosures about specific expense categories [162].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 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: 001-42653 COLUMBUS CIRCLE CAPITAL CORP I (Exact name of registrant as specified in its charter) | Cayman Islands | 99-3947168 | ...