Revenue and Income - Revenue for the three months ended September 30, 2025, was $81.0 thousand, with a cost of revenue of $5.0 thousand, compared to no revenue for the same period in 2024[108] - Revenue for the nine months ended September 30, 2025, was $136.0 thousand, compared to $40.0 thousand for the same period in 2024[114] - Non-operating income for the nine months ended September 30, 2025, was $2.2 million, an increase of $1.8 million, or 418.9%, compared to $0.4 million for the same period in 2024[120] - Other operating income for the nine months ended September 30, 2025, was $0.7 million, consistent with the same period in 2024, primarily from research grants and tax credits[116] Operating Expenses - Operating expenses for the three months ended September 30, 2025, were $3.4 million, an increase of $0.3 million, or 10.3%, compared to $3.1 million for the same period in 2024[110] - Operating expenses for the nine months ended September 30, 2025, were $11.5 million, an increase of $2.7 million, or 30.9%, compared to $8.8 million for the same period in 2024[117] Research and Development - Research and development expenses for the three months ended September 30, 2025, were $2.1 million, an increase of $0.6 million, or 36.7%, compared to $1.5 million for the same period in 2024[111] - Research and development expenses for the nine months ended September 30, 2025, were $6.0 million, an increase of $2.1 million, or 51.8%, compared to $3.9 million for the same period in 2024[118] Cash and Capital Requirements - As of September 30, 2025, cash and cash equivalents were $0.9 million, down from $7.1 million as of December 31, 2024, indicating a need for additional capital funding[121] - The company requires significant additional capital to fund operations, sales and marketing efforts, and research and development expenditures[125] - Expected cash payments over the next twelve months include $4.9 million for accounts payable and accrued expenses, and $0.3 million for lease liabilities[124] Financial Position and Commitments - The accumulated deficit as of September 30, 2025, was $123.1 million, primarily due to research and development expenses and general administrative costs[105] - The company's principal commitments consist of obligations under leases and purchase commitments for research and development facilities and services[129] Operational Changes - The company has significantly curtailed operations and delayed vendor payments, leading to a substantial increase in accounts payable since September 30, 2025[123] Cash Flow - Net cash used in operating activities was $6.3 million for the nine months ended September 30, 2025, a decrease of $0.7 million compared to the same period in 2024[126] - There were no cash flows from financing activities during the nine months ended September 30, 2025[128] Accounting and Estimates - The company prepares financial statements in accordance with U.S. GAAP, requiring management to make estimates affecting reported amounts of assets and liabilities[130] - Management has discussed critical accounting estimates with the Audit Committee, which could materially impact financial statements[132]

Financial Performance - Consolidated revenue for Q3 2025 was $136.6 million, a 36.7% increase from $99.9 million in Q3 2024[4] - Fee-for-service revenue grew by 13% compared to Q3 2024, driven by organic growth in Florida and Oregon[4] - Retail Pharmacy and Dispensary generated $75.9 million in revenue and $12.8 million in gross profit during Q3[4] - Total operating revenue for Q3 2025 was $136,564,000, a 36.6% increase from $99,901,000 in Q3 2024[23] - Net loss for Q3 2025 was $16,504,000, compared to a net loss of $16,113,000 in Q3 2024, reflecting a 2.4% increase in losses[23] Adjusted EBITDA - Adjusted EBITDA for Q3 2025 was $(3.5) million, an improvement from $(8.2) million in Q3 2024[4] - Adjusted EBITDA for the nine months ended September 30, 2025, was $(12,555,000), an improvement from $(27,847,000) in the same period of 2024[23] - The company expects Adjusted EBITDA of approximately $0 to $2 million in Q4 2025[5] Cash and Assets - Cash and cash equivalents stood at $27.7 million as of September 30, 2025[4] - Cash and cash equivalents decreased to $27,658,000 as of September 30, 2025, down from $49,669,000 at the end of 2024[22] - Total assets decreased to $163,619,000 as of September 30, 2025, from $172,717,000 at the end of 2024[22] Liabilities and Receivables - Total current liabilities rose to $65,580,000 as of September 30, 2025, up from $52,215,000 at the end of 2024, reflecting increased operational costs[22] - Accounts receivable increased to $59,639,000 as of September 30, 2025, compared to $48,335,000 at the end of 2024, indicating improved revenue collection[22] Company Updates - The company updated its full-year 2025 revenue guidance to $495 to $505 million, up from the previous guidance of $460 to $480 million[3] - The company welcomed Kristin England as the new Chief Administrative Officer to oversee operations and technology strategy[4] - The company is leveraging AI to enhance operational efficiencies and improve patient experience[6] Operational Activities - The company reported a net cash used in operating activities of $(27,820,000) for the nine months ended September 30, 2025, compared to $(30,724,000) in the same period of 2024[24] - The number of lives under value-based contracts remained stable at 1.9 million for both Q3 2025 and Q3 2024[21] - The company issued 2,695,000 shares for options exercised during the nine months ended September 30, 2025[24]

Project Feasibility and Production - The Preliminary Feasibility Study (PFS) established approximately 5.3 million short tons of boric acid reserves with an average grade of 8.03% (B2O3) and an initial 39.5-year life of mine [105]. - The capital estimate for the Project is approximately $435 million, which includes a 15% contingency of approximately $55 million and owner's costs of approximately $13 million [106]. - The company plans to reach initial commercial production from Phase 1 in the second half of calendar year 2028 [107]. - Boron was added to the U.S. Department of the Interior's 2025 Critical Minerals List, enhancing eligibility for government funding programs [100]. - The company shipped 20 tons of boric acid for a large-scale specialty glass trial and 1,000 pounds for domestic boron carbide production, marking significant milestones towards commercial production [99]. - The company completed an equity offering in August 2025, resulting in net proceeds of approximately $7.4 million after deducting underwriting expenses [116]. - The company applied for a $10 million loan through the Engineering Multiplier Program to fund engineering costs for the proposed commercial-scale facility [101]. - The PFS demonstrated a world-class resource and management's understanding of the business, positioning the company to achieve profitability and generate cash flow [103]. Financial Position and Cash Flow - The company reported a net cash position of approximately $7.7 million from the August 2025 Equity Offering, but substantial doubt exists regarding its ability to continue as a going concern without additional financing [117]. - As of September 30, 2025, the company had cash and cash equivalents of $5.5 million and a working capital deficit of $1.5 million [135]. - The company extinguished all outstanding indebtedness under the Convertible Notes in exchange for equity interest in March 2025, eliminating the financial covenant for a minimum cash balance [136]. - The company completed the August 2025 Equity Issuance to strengthen its balance sheet and fund mining and SSF operations [137]. - Cash used for operating activities was $4.3 million, a decrease of approximately $2.1 million or 33% compared to the prior fiscal year [141]. - Cash used for investing activities increased to $1.4 million, an increase of approximately $1.0 million or 262% compared to the prior fiscal year [142]. - Cash flows from financing activities included approximately $7.7 million of net proceeds from the August 2025 Equity Offering [143]. - Future cash requirements include $2.3 million primarily for raw materials and engineering services related to the proposed commercial-scale facility [145]. - Additional financing will be needed within the next twelve months to meet ongoing obligations and continue operations [147]. - There is substantial doubt regarding the company's ability to continue as a going concern without additional financing [149]. Cost Management and Expenses - Total costs and expenses for the three months ended September 30, 2025, decreased by $2.2 million, or 17%, compared to the same period in 2024, totaling $10.7 million [121]. - Project expenses decreased by $398 thousand, or 26%, primarily due to reductions in site-related and insurance costs [122]. - Small-scale facility operating costs decreased by $754 thousand, or 48%, mainly from reduced salaries, raw materials, and maintenance costs [123]. - General and administrative expenses decreased by $1.4 million, or 28%, driven by lower incentive compensation, professional fees, and cost-cutting measures [125]. - Interest income increased by $32 thousand, or 139%, due to improved management of idle funds and interest from a reclamation bond deposit [127]. - Net cash used in operating activities decreased by $2.1 million, or 33%, from $6.4 million in 2024 to $4.3 million in 2025 [139]. Future Plans and Regulatory Changes - The company plans to progress FEL-3 and optimize well-field design to reduce future capital and operational expenditures [146]. - The company is exploring various financing strategies, including equity or debt financing and government funding [148]. - The company plans to adopt ASU 2023-09 for the fiscal year ending June 30, 2026, to improve income tax disclosures [151]. - ASU 2024-03 will require disaggregation of certain expenses in financial statements, effective after December 15, 2026 [152].

Financial Performance - Revenues for Q3 2025 increased by 163% compared to Q3 2024, and revenues for the nine months ended September 30, 2025, increased by 80% compared to the same period in 2024[98]. - Revenues for the three months ended September 30, 2025, were $668,128, a 163% increase from $253,599 in the prior year quarter[118]. - Revenues for the nine months ended September 30, 2025, were $1,701,859, an 80% increase from $945,752 in the prior year[144]. - Total smartglass units sold increased from approximately 6,700 units to approximately 14,200 units, driven by the Lucyd Armor product line, which accounted for over 7,000 units sold[145]. Profitability - Gross profit margin for Q3 2025 was 37%, up from 23% in Q3 2024, reflecting lower product sourcing costs and successful tariff mitigation strategies[98]. - Gross profit for the current quarter was $244,837, with a gross profit margin of 37%, up from 23% in the prior year quarter[131]. - The gross profit for the current nine months was $452,705, with a gross profit margin of 27%, up from 13% in the prior year, reflecting a 14 percentage point increase[159]. Operating Expenses - Other operating expenses rose by 19% in Q3 2025, driven by increased sales and marketing expenses necessary for growth[98]. - Total operating expenses increased by 19% to $2,165,664, driven by economies of scale and improvements in product price/mix[134]. - Operating expenses rose by 10% to $6,448,395, primarily due to higher compensation, licensing expenses, and IT costs[162]. - Sales and marketing expenses rose by approximately 36% to $723,372, primarily due to increased spending on events and trade shows[138]. - Sales and marketing expenses increased by $418,296 or approximately 26% to $2,055,090 for the nine months ended September 30, 2025, compared to $1,636,794 for the same period in 2024[165]. Product Development and Market Position - The Lucyd Armor smartglasses line is positioned to capitalize on a growing market with little direct competition, contributing to expected significant revenue growth in Q4 2025[98]. - The Lucyd Armor line was expanded with three new variants in November 2025, building on the success of the original model[100]. - The company plans to launch a new discounted optical line in the first half of 2026 to remain competitive with traditional and smart eyewear[116]. - The Lucyd app, launched in 2023, allows users to interact with ChatGPT, enhancing the smart eyewear experience and creating a new revenue stream with a "Pro" version[102][103]. - The Lucyd Armor product line is positioned in a growing market with little direct competition, while the Reebok Powered by Lucyd line targets the sport/active lifestyle segment[154]. International Expansion - The company is focusing on international expansion, developing partnerships in the UK, EU, Canada, and Latin America[127]. - The company plans to expand its sales team and focus on international markets, including the UK, EU, Canada, and Latin America, to support product launches[154]. - The company is actively monitoring international trade policies and has developed contingency sourcing options in Southeast Asia to address potential tariff changes[115]. Cash Flow and Liquidity - Cash and cash equivalents were approximately $6.7 million as of September 30, 2025, up from $2.6 million as of December 31, 2024[172]. - Total overall liquidity was approximately $8.0 million as of September 30, 2025, compared to $7.5 million as of December 31, 2024[172]. - Net cash flows from operating activities for the nine months ended September 30, 2025 were $(5,924,987), reflecting increased operating costs to support business growth[175]. - Net cash flows provided by investing activities for the nine months ended September 30, 2025 were primarily attributable to the maturity and redemption of investments in U.S. Treasury bills totaling $5.0 million[176]. - The Company received approximately $6.3 million in net proceeds from warrant exercises and other equity transactions during the nine months ended September 30, 2025[177]. - The Company sold 341,403 shares of common stock from August 15, 2025, to September 30, 2025, generating approximately $716,000 in gross proceeds[190]. Future Outlook - The company anticipates further revenue growth in future quarters, driven by the continued success of the Lucyd Armor and Reebok product lines[160]. - E-commerce channels are expected to remain a larger share of revenue in the near to medium term, with wholesale contributions increasing over time[153]. - The Company expects operating losses to continue in the foreseeable future as it invests in business expansion and development[193].

Financial Performance - Net loss for Q3 2025 was $15.8 million, compared to a net loss of $10.6 million in Q3 2024, with the increase primarily due to the absence of collaboration revenue recorded in 2024[13] - Net loss for the three months ended September 30, 2025, was $15,778, compared to a net loss of $10,586 for the same period in 2024, indicating an increase of approximately 49.5%[26] - Net loss per common share for the three months ended September 30, 2025, was $0.27, compared to $0.22 for the same period in 2024, indicating a worsening of approximately 22.7%[26] Expenses - Research and development (R&D) expenses for Q3 2025 were $9.5 million, down from $16.4 million in Q3 2024, reflecting a 42% decrease primarily due to lower program development costs and workforce reduction[9] - General and administrative (G&A) expenses decreased to $4.2 million in Q3 2025 from $5.9 million in Q3 2024, a reduction of 29% attributed to lower personnel costs[12] - Total operating expenses decreased to $13,789 for the three months ended September 30, 2025, compared to $22,270 in the same period of 2024, representing a reduction of approximately 38.2%[26] - Research and development expenses for the three months ended September 30, 2025, were $9,539, down from $16,395 in the same period of 2024, a decrease of approximately 41.5%[26] - General and administrative expenses decreased to $4,250 for the three months ended September 30, 2025, from $5,875 in the same period of 2024, a reduction of approximately 27.6%[26] Cash and Assets - Cash and cash equivalents as of September 30, 2025, were $8.3 million, excluding a recent $2 million milestone payment from Context Therapeutics[13] - Cash and cash equivalents decreased significantly to $8,320 as of September 30, 2025, down from $49,046 as of December 31, 2024[28] - Total assets decreased to $15,908 as of September 30, 2025, compared to $52,422 as of December 31, 2024, reflecting a decline of approximately 69.7%[28] Liabilities and Equity - Total liabilities increased to $47,145 as of September 30, 2025, compared to $38,157 as of December 31, 2024, representing an increase of approximately 23.5%[28] - Total stockholders' equity showed a deficit of $31,237 as of September 30, 2025, compared to a positive equity of $14,265 as of December 31, 2024[28] Clinical Trials and Developments - The company achieved FDA alignment on the Phase 3 Oz-V trial design for the treatment of 2L+ OPSCC, which has the potential for accelerated approval[5] - The ongoing BA3182 trial in advanced adenocarcinomas is evaluating various dosing schedules, with preliminary data expected in the first half of 2026[9] - A confirmed partial response at 0.6 mg of BA3182 has been ongoing for over six months in a patient with intrahepatic cholangiocarcinoma[10] - The Phase 2 study of Mecbotamab vedotin (Mec-V) showed a median overall survival of 21.5 months among 44 evaluable patients, with a 12-month OS rate of 73%[10] Strategic Partnerships - BioAtla is in advanced stages to finalize a strategic partnership transaction by year-end 2025[5] - Context Therapeutics triggered a $2 million milestone payment under the CAB-Nectin4-TCE program, reflecting continued progress in BioAtla's T-cell engager platform[11] - Collaboration and other revenue remained unchanged at $11,000 for both the three and nine months ended September 30, 2025[26]

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $3,105,859, primarily from interest earned on marketable securities of $3,232,187, after deducting formation and operational costs of $126,328[140] - For the nine months ended September 30, 2025, the company achieved a net income of $8,997,926, with interest income from marketable securities totaling $9,465,640, offset by operational costs of $467,714[140] - Cash used in operating activities for the nine months ended September 30, 2025, was $383,057, with net income of $8,997,926 impacted by interest earned on marketable securities[145] Marketable Securities - As of September 30, 2025, the company held marketable securities in the Trust Account amounting to $306,202,278, which includes approximately $18,702,278 of interest income[147] Initial Public Offering - The company completed its Initial Public Offering on May 13, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Units at $10.00 per Unit[143] - The company incurred transaction costs of $20,269,166 related to the Initial Public Offering, which included a cash underwriting fee of $5,000,000 and a deferred underwriting fee of $13,687,500[144] Business Operations and Future Plans - The company has until May 13, 2026, to complete its initial business combination, failing which it will trigger an automatic winding up and liquidation[149] - As of September 30, 2025, the company had cash of $145,453 available for identifying and evaluating target businesses and related operational expenses[148] - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025, and incurs a monthly fee of $5,000 for office space and administrative services[153][154] - Management plans to address going concern uncertainties through a business combination, but there is no assurance that such a combination will be completed within the required timeframe[151]

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 September 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: 001-42046 GP-Act III Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12( ...

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 September 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: 001-42721 INDIGO ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction 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 September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (State or other jurisdiction of incorporation or organization) 801 Brickell Avenue, Suite 1900 (Address of principal executive offices) (Zip Code) (305) 438-7700 ( ...

Customer and Service Provider Network - As of September 30, 2025, the company has 59 Customer Partners and over 74,000 participating Service Provider vehicle drivers in its network[103]. Dispatch and Revenue Performance - For the three months ended September 30, 2025, the company completed approximately 194,000 dispatches, a decrease from 219,000 dispatches in the same period of 2024[119]. - For the nine months ended September 30, 2025, the company completed approximately 574,000 dispatches, down from 656,000 dispatches in the same period of 2024[119]. - Total revenue decreased by $3.3 million, or 9%, to $32.9 million for the three months ended September 30, 2025, compared to $36.2 million for the same period in 2024[141]. - Revenue decreased by $15.0 million, or 14%, to $95.9 million for the nine months ended September 30, 2025, compared to $110.9 million for the same period in 2024[156]. Cost and Profit Analysis - Cost of revenue decreased by $3.6 million, or 13%, to $24.8 million for the three months ended September 30, 2025, primarily due to a decline in dispatch volume[143]. - Cost of revenue decreased by $14.6 million, or 17%, to $71.9 million for the nine months ended September 30, 2025, primarily due to a decline in dispatch volume[157]. - Gross profit increased by $0.3 million to $8.1 million for the three months ended September 30, 2025, driven by improved unit economics per dispatch[144]. - Gross profit for the nine months ended September 30, 2025 was $24.0 million, a slight decrease from $24.4 million in the same period of 2024[158]. Operating Expenses - Non-GAAP operating expenses for the three months ended September 30, 2025, were $7.988 million, compared to $10.710 million for the same period in 2024, reflecting a decrease of approximately 25.5%[122]. - Total operating expenses decreased by $3.8 million, or 28%, to $9.9 million for the three months ended September 30, 2025[140]. - Research and development expenses decreased by $1.3 million, or 42%, to $1.8 million for the three months ended September 30, 2025[145]. - Sales and marketing expenses decreased by $0.8 million, or 53%, to $0.7 million for the three months ended September 30, 2025[147]. - General and administrative expenses decreased by $1.3 million, or 26%, to $3.7 million for the three months ended September 30, 2025[151]. - Research and development expenses decreased by $5.7 million, or 51%, to $5.4 million, representing 6% of total revenue, down from 10%[160][161]. - Sales and marketing expenses decreased by $3.0 million, or 59%, to $2.1 million, representing 2% of total revenue, down from 5%[162][163]. - Operations and support expenses decreased by $3.6 million, or 33%, to $7.3 million, representing 8% of total revenue, down from 10%[164][165]. - General and administrative expenses decreased by $4.2 million, or 25%, to $12.3 million, representing 13% of total revenue, down from 15%[166][167]. Net Loss and Cash Flow - Net loss for the three months ended September 30, 2025, was $5.2 million, compared to a net loss of $10.6 million for the same period in 2024[140]. - Net cash used in operating activities for the nine months ended September 30, 2025 was $5.6 million, an improvement from $28.8 million in the same period of 2024[182][183]. - Net cash used in investing activities for the nine months ended September 30, 2025 was $4.0 million, compared to a net cash provided of $26.0 million in 2024[184][185]. - Net cash used in financing activities for the nine months ended September 30, 2025 was $0.6 million, a decrease from $18.1 million in 2024[187][188]. Debt and Cash Position - As of September 30, 2025, the principal debt balance totaled $61.0 million, with maturity dates through July 31, 2026[171]. - The company had $4.0 million in cash, cash equivalents, and restricted cash as of September 30, 2025[171]. Strategic Focus and Future Outlook - The company capitalized $4.1 million in costs associated with internal development of its technology platform for the nine months ended September 30, 2025, and expects to invest an additional $1.0 to $1.5 million in Q4 2025[112]. - The company's gross profit is expected to increase modestly over the long term due to platform enhancements leading to more cost-effective Service Provider costs[129]. - The company aims for 100% Consumer satisfaction, with a consumer satisfaction score of 4.6 out of 5 for both the three and nine months ended September 30, 2025[116]. - The company is focused on investing in proprietary technology, machine learning, and data analytics to streamline operations and improve Consumer experience[111]. - The company anticipates that its platform capabilities will grow to meet the demands of new Customer Partners as its Service Provider network expands[107]. Regulatory and Reporting Status - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards until they apply to private companies[190]. - Management believes there are no material changes to critical accounting estimates that impact the portrayal of financial condition and results of operations[192]. - The company is a smaller reporting company and is not required to provide certain market risk disclosures[194].