TWFG Announces Second Quarter 2025 Results – Total Revenues increased 13.8% for the quarter over the prior year period to $60.3 million – – Net income of $9.0 million for the quarter – – Adjusted EBITDA* increased 40.7% for the quarter over the prior year period to $15.1 million – THE WOODLANDS, Texas, August 12, 2025 (GLOBE NEWSWIRE) – TWFG, Inc. ("TWFG", the "Company" or "we") (NASDAQ: TWFG), a high-growth insurance distribution company, today announced results for the second quarter ended June 30, 2025. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________. Commission File No. 000-24657 MANNATECH, INCORPORATED (Exact Name of Registrant as Specified in its Charter) (State or other Juris ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File No. 001-41391 M-tron Industries, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 46-04 ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) This section presents the unaudited condensed consolidated financial statements, management's discussion and analysis, and disclosures on market risk and internal controls [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents HCM II Acquisition Corp.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in shareholders' deficit, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets show the company's financial position as of June 30, 2025, and December 31, 2024, highlighting significant changes in cash, marketable securities, and liabilities | Item | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Cash | $124,083 | $668,089 | | Marketable securities held in Trust Account | $240,134,175 | $235,193,585 | | Total Assets | $240,431,477 | $236,066,398 | | Accrued expenses | $2,475,553 | $458,624 | | Total Liabilities | $14,252,677 | $11,178,624 | | Total Shareholders' Deficit | $(13,955,375) | $(10,305,811) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The condensed consolidated statements of operations reflect the company's financial performance, showing net income for the three and six months ended June 30, 2025, primarily driven by interest earned on marketable securities, offset by general and administrative costs and changes in forward purchase agreement liability | Item | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | Period from April 4, 2024 (Inception) Through June 30, 2024 | | :------------------------------------------------- | :------------------------------- | :----------------------------- | :----------------------------------------------------------------- | | General and administrative costs | $1,489,307 | $2,592,440 | $52,663 | | Interest earned on marketable securities held in Trust Account | $2,477,726 | $4,940,590 | — | | Initial loss on forward purchase agreement liability | — | $(893,425) | — | | Change in fair value of forward purchase agreement liability | $(387,392) | $(163,699) | — | | Net income (loss) | $601,027 | $1,291,026 | $(52,663) | | Basic net income per ordinary share, Class A ordinary shares | $0.02 | $0.04 | — | | Basic net income (loss) per ordinary share, Class B ordinary shares | $0.02 | $0.04 | $(0.02) | [Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) This statement details the movements in shareholders' deficit, showing the impact of accretion for Class A ordinary shares to redemption amount and net income/loss for the three and six months ended June 30, 2025, and from inception through June 30, 2024 | Item | Balance – January 1, 2025 | Accretion for Class A ordinary shares to redemption amount | Net income | Balance – June 30, 2025 | | :----------------------------------- | :------------------------ | :------------------------------------------------------- | :--------- | :---------------------- | | Total Shareholders' Deficit | $(10,305,811) | $(4,940,590) | $1,291,026 | $(13,955,375) | - For the period from April 4, 2024 (inception) through June 30, 2024, the total shareholders' deficit was **$(27,663)**, resulting from the issuance of Class B ordinary shares (**$575** amount, **$24,425** additional paid-in capital) and a net loss of **$(52,663)**[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The cash flow statement outlines the cash activities, primarily showing net cash used in operating activities for the six months ended June 30, 2025, and no cash activity for the inception period through June 30, 2024 | Item | Six Months Ended June 30, 2025 | Period from April 4, 2024 (Inception) To June 30, 2024 | | :---------------------------------------------------------------- | :----------------------------- | :------------------------------------------------- | | Net income (loss) | $1,291,026 | $(52,663) | | Interest earned on marketable securities held in Trust Account | $(4,940,590) | — | | Initial loss on forward purchase agreement liability | $893,425 | — | | Change in fair value of forward purchase agreement liability | $163,699 | — | | Net cash used in operating activities | $(544,006) | — | | Cash – End of period | $124,083 | $0 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and disclosures supporting the condensed consolidated financial statements, covering the company's business, significant accounting policies, IPO, related party transactions, commitments, and fair value measurements [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) HCM II Acquisition Corp. is a blank check company formed to effect a Business Combination, and it has entered into a Business Combination Agreement with Terrestrial Energy Inc. The company's liquidity is a concern due to a working capital deficit and reliance on completing the Business Combination by August 19, 2026 - The Company was incorporated on April 4, 2024, as a Cayman Islands exempted corporation, for the purpose of effecting a Business Combination[22](index=22&type=chunk) - On March 26, 2025, the Company entered into a Business Combination Agreement with Terrestrial Energy Inc., where Merger Sub will merge into Terrestrial Energy, with the combined company operating through Terrestrial Energy[24](index=24&type=chunk) - The Company consummated its Initial Public Offering (IPO) on August 19, 2024, selling **23,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$230,000,000**. Simultaneously, **6,850,000 Private Placement Warrants** were sold for **$6,850,000**[28](index=28&type=chunk)[30](index=30&type=chunk) - As of June 30, 2025, the Company had **$124,083** in its operating bank account and a working capital deficit of **$2,185,772**, raising substantial doubt about its ability to continue as a going concern if a Business Combination is not completed by August 19, 2026[42](index=42&type=chunk)[45](index=45&type=chunk) [NOTE 2. SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the key accounting principles, including the basis of presentation under GAAP, consolidation of its subsidiary, the company's status as an emerging growth company, and policies for cash, marketable securities, offering costs, fair value measurements, income taxes, and earnings per share - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information and include the accounts of the Company and its wholly-owned subsidiary formed on March 4, 2025[48](index=48&type=chunk)[50](index=50&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[51](index=51&type=chunk)[52](index=52&type=chunk) - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[59](index=59&type=chunk) - The Company is an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a **zero tax provision** for the period presented[62](index=62&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=18&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the Initial Public Offering, including the sale of 23,000,000 units, the terms of the public warrants, and the conditions under which warrants can be redeemed or exercised on a cashless basis - On August 19, 2024, the Company sold **23,000,000 Units** at **$10.00 per Unit**, including the full exercise of the over-allotment option[74](index=74&type=chunk) - Each Unit consists of one Class A ordinary share and one-half of one redeemable Public Warrant, with each whole warrant exercisable at **$11.50 per share**[74](index=74&type=chunk) - As of June 30, 2025, there were **18,350,000 warrants outstanding** (**11,500,000 Public Warrants** and **6,850,000 Private Placement Warrants**)[75](index=75&type=chunk) - The Company may redeem outstanding warrants if the closing price of Class A ordinary shares equals or exceeds **$18.00 per share** for **20 trading days** within a **30-trading day period**[82](index=82&type=chunk)[85](index=85&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=20&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This section describes the private placement of 6,850,000 warrants to the Sponsor and Cantor Fitzgerald & Co. at $1.00 per warrant, noting their identical nature to public warrants but with specific transfer restrictions and registration rights - The Sponsor and Cantor Fitzgerald & Co. purchased an aggregate of **6,850,000 Private Placement Warrants** at **$1.00 per warrant**, totaling **$6,850,000**[83](index=83&type=chunk) - The Private Placement Warrants are identical to Public Warrants but have transfer restrictions and registration rights as long as they are held by the Sponsor, Cantor Fitzgerald & Co., or their permitted transferees[84](index=84&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=21&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including the issuance of founder shares to the Sponsor, an administrative services agreement, and the status of related party loans - The Sponsor received **5,750,000 founder shares** for a capital contribution of **$25,000** on April 8, 2024[88](index=88&type=chunk) - The Company pays the Sponsor **$15,000 per month** for office space, utilities, and administrative support services, incurring **$45,000** for the three months and **$90,000** for the six months ended June 30, 2025[91](index=91&type=chunk) - As of June 30, 2025, and December 31, 2024, **$4,466** was due from the Sponsor for covered expenses[93](index=93&type=chunk) - No Working Capital Loans from related parties were outstanding as of June 30, 2025, or December 31, 2024[94](index=94&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=22&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This section addresses various commitments and contingencies, including geopolitical risks, registration rights, the underwriter's deferred fee, and the details of the Business Combination Agreement with Terrestrial Energy Inc., including the domestication and Forward Purchase Agreement liability - Geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) could adversely affect the Company's search for an initial Business Combination[95](index=95&type=chunk)[96](index=96&type=chunk) - The underwriter is entitled to a deferred underwriting discount of **$10,720,000**, payable upon the completion of the initial Business Combination[101](index=101&type=chunk) - The Business Combination Agreement with Terrestrial Energy Inc. was unanimously approved by both boards and is expected to close in the **fourth quarter of 2025**, subject to shareholder approvals[102](index=102&type=chunk)[104](index=104&type=chunk) - The Company plans to change its jurisdiction to Delaware (Domestication) and offer public shareholders redemption rights prior to the Business Combination closing[105](index=105&type=chunk) - As of June 30, 2025, the fair value of the forward purchase agreement liability was **$1,057,124**[108](index=108&type=chunk) [NOTE 7. SHAREHOLDERS' DEFICIT](index=26&type=section&id=NOTE%207.%20SHAREHOLDERS'%20DEFICIT) This note outlines the authorized and outstanding share capital, including preference shares, Class A ordinary shares, and Class B ordinary shares, along with the conversion terms for Class B shares - No preference shares were issued or outstanding as of June 30, 2025, and December 31, 2024[110](index=110&type=chunk) - **23,000,000 Class A ordinary shares** were subject to possible redemption as of June 30, 2025, and December 31, 2024[111](index=111&type=chunk) - **5,750,000 Class B ordinary shares** were issued and outstanding, which will automatically convert into Class A ordinary shares on a one-for-one basis concurrently with or immediately following the initial Business Combination[112](index=112&type=chunk)[113](index=113&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=27&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) This section explains the fair value hierarchy (Level 1, 2, 3) and presents the fair value measurements for the company's marketable securities held in the Trust Account and the forward purchase agreement liability - Marketable securities held in the Trust Account are classified as Level 1, with a fair value of **$240,134,175** as of June 30, 2025[117](index=117&type=chunk) - The forward purchase agreement liability is classified as Level 3, with a fair value of **$1,057,124** as of June 30, 2025[117](index=117&type=chunk) - The fair value of the forward purchase agreement derivative liability changed from an initial measurement of **$893,425** on March 26, 2025, to **$1,057,124** as of June 30, 2025[121](index=121&type=chunk) [NOTE 9. SEGMENT INFORMATION](index=28&type=section&id=NOTE%209.%20SEGMENT%20INFORMATION) The company operates as a single reportable segment, with the Chief Financial Officer serving as the Chief Operating Decision Maker (CODM) who evaluates overall financial performance and resource allocation - The Company has only one reportable segment, and its Chief Financial Officer acts as the Chief Operating Decision Maker (CODM)[124](index=124&type=chunk) - The CODM reviews key metrics such as net income, total assets, interest earned on marketable securities in the Trust Account, and general and administrative expenses to assess performance and allocate resources[125](index=125&type=chunk)[126](index=126&type=chunk) [NOTE 10. SUBSEQUENT EVENTS](index=29&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) No subsequent events requiring adjustment or disclosure were identified by management up to the date the financial statements were issued - No subsequent events requiring adjustment or disclosure were identified up to the date the unaudited condensed consolidated financial statements were issued[127](index=127&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, including an overview of its blank check nature, recent developments regarding the Business Combination with Terrestrial Energy, analysis of financial performance, liquidity, and critical accounting estimates [Overview](index=30&type=section&id=Overview) The Company is a blank check company formed to execute a business combination, and it anticipates incurring significant costs in pursuit of its acquisition plans - The Company is a blank check company incorporated on April 4, 2024, for the purpose of effecting a business combination[130](index=130&type=chunk) - The Company expects to incur significant costs in the pursuit of its acquisition plans[131](index=131&type=chunk) [Recent Developments](index=30&type=section&id=Recent%20Developments) The Company entered into a Business Combination Agreement with Terrestrial Energy Inc. on March 26, 2025, which is expected to close in Q4 2025. This involves a merger, domestication to Delaware, and a PIPE Financing of 5,000,000 shares at $10.00 each - On March 26, 2025, the Company entered into a Business Combination Agreement with Terrestrial Energy Inc., with the merger expected to close in the **fourth quarter of 2025**[132](index=132&type=chunk)[134](index=134&type=chunk) - The Business Combination involves the Company changing its jurisdiction to Delaware (Domestication) and offering public shareholders the opportunity to redeem their shares[135](index=135&type=chunk) - The Company also entered into PIPE Subscription Agreements to issue and sell **5,000,000 shares** of Domesticated Common Stock at **$10.00 per share**[137](index=137&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) The Company reported net income for the three and six months ended June 30, 2025, primarily from interest earned on marketable securities, contrasting with a net loss in the prior inception period due to general and administrative costs - For the three months ended June 30, 2025, the Company had net income of **$601,027**, driven by **$2,477,726** in interest income, offset by **$1,489,307** in operating costs and a **$387,392** change in fair value of FPA Liability[139](index=139&type=chunk) - For the six months ended June 30, 2025, net income was **$1,291,026**, with **$4,940,590** in interest income, offset by **$2,592,440** in operating costs, an initial loss of **$893,425** on FPA Liability, and a **$163,699** change in fair value of FPA Liability[140](index=140&type=chunk) - For the period from April 4, 2024 (inception) through June 30, 2024, the Company had a net loss of **$52,663**, consisting solely of general and administrative costs[140](index=140&type=chunk) [Factors That May Adversely Affect our Results of Operations](index=32&type=section&id=Factors%20That%20May%20Adversely%20Affect%20our%20Results%20of%20Operations) The Company's operations and ability to complete a business combination are susceptible to adverse effects from economic uncertainty, financial market volatility, and geopolitical instability, such as ongoing conflicts in Ukraine and the Middle East - Economic uncertainty, volatility in financial markets, and geopolitical instability (e.g., conflicts in Ukraine and the Middle East) may adversely affect the Company's results of operations and its ability to complete an initial business combination[141](index=141&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The Company's liquidity is primarily derived from its IPO and private placement proceeds held in the Trust Account. It faces a working capital deficit and a going concern uncertainty, necessitating a successful Business Combination by August 19, 2026, or additional financing - The Company's liquidity sources include gross proceeds of **$230,000,000** from the IPO and **$6,850,000** from the sale of Private Placement Warrants[143](index=143&type=chunk) - As of June 30, 2025, marketable securities held in the Trust Account totaled **$240,134,175**, and cash held outside the Trust Account was **$124,083**[148](index=148&type=chunk)[149](index=149&type=chunk) - The Company had a working capital deficit of **$2,185,772** as of June 30, 2025, and management has determined that the liquidity condition raises substantial doubt about its ability to continue as a going concern[42](index=42&type=chunk)[153](index=153&type=chunk) - The Company must complete a Business Combination by **August 19, 2026**, or face mandatory liquidation and dissolution[150](index=150&type=chunk)[153](index=153&type=chunk) [Forward Purchase Agreement Liability](index=34&type=section&id=Forward%20Purchase%20Agreement%20Liability) The Forward Purchase Agreement is accounted for as a derivative instrument, subject to re-measurement at each balance sheet date, with its fair value recorded as a liability - The Forward Purchase Agreement is accounted for as a derivative instrument under ASC 815-40, with changes in fair value recognized in the condensed statements of operations[154](index=154&type=chunk) - As of June 30, 2025, the fair value of the forward purchase derivative liability was **$1,057,124**[154](index=154&type=chunk) [Off-Balance Sheet Financing Arrangements](index=34&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) The Company confirms that it has no off-balance sheet arrangements, obligations, assets, or liabilities as of June 30, 2025 - The Company has no off-balance sheet arrangements as of June 30, 2025[155](index=155&type=chunk) [Contractual Obligations](index=35&type=section&id=Contractual%20Obligations) The Company's primary contractual obligations include a monthly administrative services fee to the Sponsor and a deferred underwriting discount payable upon the completion of a Business Combination - The Company has an agreement to pay the Sponsor **$15,000 per month** for office space, utilities, and administrative support services[156](index=156&type=chunk) - A deferred underwriting discount of **$10,720,000** is payable upon the completion of the Company's initial Business Combination[157](index=157&type=chunk) [Critical Accounting Estimates](index=35&type=section&id=Critical%20Accounting%20Estimates) As of June 30, 2025, the Company did not have any critical accounting estimates requiring disclosure - As of June 30, 2025, the Company did not have any critical accounting estimates to be disclosed[158](index=158&type=chunk) [Recent Accounting Pronouncements](index=35&type=section&id=Recent%20Accounting%20Pronouncements) Management believes that recently issued, but not yet effective, accounting standards will not have a material effect on the Company's financial statements - Management does not believe that any recently issued, but not effective, accounting standards would have a material effect on the Company's unaudited condensed consolidated financial statements[159](index=159&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, HCM II Acquisition Corp. is exempt from providing quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[161](index=161&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) This section reports on the effectiveness of the company's disclosure controls and procedures and any changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=36&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The company's principal executive officer and principal financial and accounting officer concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness identified in an incorrect footnote disclosure in a prior report - The Company's internal controls over financial reporting were not effective as of June 30, 2025[163](index=163&type=chunk) - A material weakness was identified due to an incorrect statement in a footnote disclosure in the Quarterly Report on Form 10-Q for the three months ended March 31, 2025[163](index=163&type=chunk) [Changes in Internal Control over Financial Reporting](index=36&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) There were no changes in the company's internal control over financial reporting during the fiscal quarter of 2025 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting - No change in internal control over financial reporting occurred during the fiscal quarter of 2025 that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting[165](index=165&type=chunk) [PART II. OTHER INFORMATION](index=37&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, unregistered equity sales, and other disclosures [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The Company reports no legal proceedings - There are no legal proceedings[167](index=167&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) The Company refers to its Annual Report on Form 10-K for a description of risk factors and states that there have been no material changes since its filing on March 31, 2025 - No material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on March 31, 2025[167](index=167&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the Initial Public Offering and the private sale of warrants, including the gross proceeds generated, the amount placed in the Trust Account, and the total offering costs incurred - The Initial Public Offering on August 19, 2024, involved the sale of **23,000,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$230,000,000**[168](index=168&type=chunk) - Simultaneously, **6,850,000 Private Placement Warrants** were sold at **$1.00 per warrant**, generating gross proceeds of **$6,850,000**[169](index=169&type=chunk) - An aggregate of **$231,150,000** from the IPO and private placement proceeds was placed in the Trust Account[170](index=170&type=chunk) - Total offering costs amounted to **$15,396,014**, including **$4,000,000** cash underwriting fee and **$10,720,000** deferred underwriting fee[170](index=170&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reports no defaults upon senior securities - There are no defaults upon senior securities[172](index=172&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company reports no mine safety disclosures - There are no mine safety disclosures[172](index=172&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The Company reports no other information - There is no other information to report[172](index=172&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including various agreements and certifications - Exhibits include the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, Warrant Agreement, Investment Management Trust Agreement, Registration Rights Agreement, Private Placement Warrants Purchase Agreements, Letter Agreement, Administrative Support Agreement, and certifications[174](index=174&type=chunk) [PART III. SIGNATURES](index=39&type=section&id=Part%20III.%20Signatures) This section contains the official signatures for the Quarterly Report on Form 10-Q [Signatures](index=39&type=section&id=Signatures) The Quarterly Report is duly signed on behalf of HCM II Acquisition Corp. by its Chief Executive Officer and Chief Financial Officer - The report is signed by Shawn Matthews, Chief Executive Officer, and Steven Bischoff, Chief Financial Officer, on August 12, 2025[180](index=180&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ 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: 001-42252 HCM II ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1785406 (State or other jurisdiction ...

[FORM 8-K Filing Details](index=1&type=section&id=FORM%208-K%20Filing%20Details) This section details the administrative information for the Form 8-K, including registrant identification, jurisdiction, and report date [Registrant and Filing Information](index=1&type=section&id=Registrant%20and%20Filing%20Information) This section details the registrant's identification, jurisdiction of incorporation, and the report date - Registrant: **Vista Gold Corp.**, incorporated in British Columbia, Canada[1](index=1&type=chunk) - Date of Report: **August 12, 2025**[1](index=1&type=chunk) [Securities Registration Details](index=1&type=section&id=Securities%20Registration%20Details) This section outlines the specific class of securities registered under Section 12(b) and their trading exchange Securities Registered under Section 12(b) | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Shares | VGZ | NYSE American | [Item 2.02 Results of Operation and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operation%20and%20Financial%20Condition) This section details the announcement of financial results and clarifies their filing status [Financial Results Announcement](index=2&type=section&id=Financial%20Results%20Announcement) Vista Gold Corp. announced Q2 2025 financial and operational results via a press release, attached as an exhibit - Vista Gold Corp. issued a press release on **August 12, 2025**, announcing Q2 2025 financial and operational results for the quarter ended June 30, 2025[3](index=3&type=chunk) - A management call was announced to discuss the financial results[3](index=3&type=chunk) - The Press Release (Exhibit 99.1) is incorporated by reference[3](index=3&type=chunk) [Information Filing Status](index=2&type=section&id=Information%20Filing%20Status) This section clarifies the financial information in this Form 8-K is "furnished" not "filed," affecting Section 18 liability - The information in this Form 8-K (including Exhibit 99.1) is **"furnished," not "filed,"** for purposes of Section 18 of the Securities Exchange Act of 1934[4](index=4&type=chunk) - This information is not subject to Section 18 liabilities and is not incorporated by reference unless expressly stated[4](index=4&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the financial statements and exhibits accompanying the Form 8-K filing [List of Exhibits](index=2&type=section&id=List%20of%20Exhibits) This section details the Form 8-K exhibits, including the financial results press release and interactive data file Exhibits to Form 8-K | Exhibit Number | Description | | :------------- | :------------------------------------------------------------------------------------------------------------------------------------- | | 99.1 | Press Release, dated August 12, 2025* | | 104 | Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | - Exhibit 99.1 is **furnished to, not filed with,** the SEC, pursuant to Regulation FD[5](index=5&type=chunk) [SIGNATURES](index=3&type=section&id=SIGNATURES) This section contains the official signatures, confirming the report's authorization and submission [Report Signatures](index=3&type=section&id=Report%20Signatures) This section contains the official signatures, confirming the report's authorization and submission - The report was signed on **August 12, 2025**, by **Frederick H. Earnest**, President and Chief Executive Officer of Vista Gold Corp[9](index=9&type=chunk)

Exhibit 99.1 M-tron Industries, Inc. Reports Continued Strength in Second Quarter 2025 Results ORLANDO, Florida (August 12, 2025) — M-tron Industries, Inc. (NYSE American: MPTI, MPTI WS) ("Mtron" or the "Company"), a U.S.-based designer and manufacturer of highly-engineered electronic components and solutions for the aerospace and defense, avionics, and space industries, announced strong financial results for the three and six months ended June 30, 2025. "We're pleased to report strong revenue growth, an in ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ___________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_________to_________ Commission File Number: 001-40551 ___________________________ Acumen Pharmaceuticals, Inc. (Exa ...

☒ Quarterly Report Pursuant to Section 13 Or 15(d) Of The Securities Exchange Act of 1934 (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (State or other jurisdiction of incorporation or organization) Montana 81-0305822 (IRS Employer Identification No.) 4438 W. Lovers Lane, Unit 100, Dallas, TX 75209 For the quarterly period ended June 30, 2025 ☐ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act of 1934 For the transition period ________ ...

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) Reed's reported a challenging Q2 2025 with significant declines across key financial metrics, prompting management to outline strategic initiatives for future growth and profitability [Q2 2025 Financial Highlights](index=1&type=section&id=Q2%202025%20Financial%20Highlights) Reed's reported a challenging second quarter of 2025 with significant declines across key financial metrics, including net sales, gross profit, and a widened net loss, alongside a negative Modified EBITDA Q2 2025 Financial Highlights (vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | | :--------------------------------- | :------ | :------ | | Net sales | $9.5 million | $11.9 million | | Gross profit | $0.8 million | $3.8 million | | Gross margin | 8% | 32% | | Delivery and handling costs per case | $2.83 | $2.18 | | Selling, general and administrative expenses | $5.0 million | $3.1 million | | Net loss | $6.0 million | $3.2 million | | Modified EBITDA | $(2.9) million | $45,000 | [Management Commentary](index=1&type=section&id=Management%20Commentary) Management outlined strategic initiatives for commercial execution, including sales talent and marketing, while addressing inventory write-offs and focusing on future growth and profitability - Strategic focus areas include strengthening commercial execution, investing in sales talent, refining marketing approach, and accelerating channel development initiatives to rebuild placements with key retail partners and unlock new growth opportunities in underpenetrated segments like convenience and food service[3](index=3&type=chunk) - The company evaluated inventory and determined that **$1.6 million of write-offs** were necessary based on product portfolio optimization, which impacted gross margin but is expected to improve inventory management and working capital efficiency[3](index=3&type=chunk) - Looking ahead, the focus is on driving sales growth within core Reed's and Virgil's portfolios, improving margins, positioning the Company for profitability, and expanding distribution into new channels and regions[3](index=3&type=chunk) [Detailed Financial Results](index=2&type=section&id=Detailed%20Financial%20Results) The company experienced a comprehensive decline in Q2 2025 financial performance, marked by lower sales, reduced gross margins due to write-offs, increased operating expenses, and a significant increase in cash used from operations [Second Quarter 2025 Performance](index=2&type=section&id=Second%20Quarter%202025%20Performance) The second quarter of 2025 saw a detailed decline in financial performance, primarily driven by lower sales volumes, significant inventory write-offs impacting gross margin, and increased operating expenses due to growth initiatives and contract proceedings [Net Sales](index=2&type=section&id=Net%20Sales) Net sales experienced a decline, primarily attributed to reduced volumes from key national customers Net Sales (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | | :------- | :------ | :------ | | Net sales | $9.5 million | $11.9 million | - The decrease in net sales was primarily driven by lower volumes with recurring national customers[5](index=5&type=chunk) [Gross Profit and Margin](index=2&type=section&id=Gross%20Profit%20and%20Margin) Gross profit and margin significantly decreased, primarily due to substantial inventory write-offs for product portfolio optimization Gross Profit and Margin (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | | :----------- | :------ | :------ | | Gross profit | $0.8 million | $3.8 million | | Gross margin | 8% | 32% | - The decrease in gross margin was primarily driven by **$1.6 million of inventory write-offs** related to changes in product portfolio optimization[6](index=6&type=chunk) Adjusted Gross Profit and Margin (Q2 2025, excluding write-offs) | Metric | Q2 2025 (Adjusted) | | :-------------------- | :----------------- | | Gross profit | $2.4 million | | Gross margin | 25% of net sales | [Delivery and Handling Costs](index=2&type=section&id=Delivery%20and%20Handling%20Costs) Delivery and handling costs increased both in total and on a per-case basis, rising as a percentage of net sales Delivery and Handling Costs (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | | :------------------------- | :------ | :------ | | Total costs | $1.6 million | $1.4 million | | As % of net sales | 17% | 12% | | Per case | $2.83 | $2.18 | [Selling, General and Administrative Expenses](index=2&type=section&id=Selling%2C%20General%20and%20Administrative%20Expenses) Selling, general, and administrative expenses rose due to contract proceedings and investments in personnel and marketing for growth initiatives Selling, General and Administrative Expenses (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | | :------- | :------ | :------ | | SG&A | $5.0 million | $3.1 million | - The increase in SG&A was primarily driven by contract proceedings costs and investments in personnel, marketing, and related services to support growth initiatives[8](index=8&type=chunk) [Net Loss and EPS](index=2&type=section&id=Net%20Loss%20and%20EPS) The company reported a widened net loss, yet loss per share decreased significantly due to a substantial increase in outstanding shares Net Loss and EPS (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | | :---------------- | :------ | :------ | | Net loss | $6.0 million | $3.2 million | | Loss per share | $(0.13) | $(0.77) | - Despite a higher net loss, the loss per share decreased from **$(0.77) to $(0.13)** due to a significant increase in the weighted average number of shares outstanding (**46,367,047 in Q2 2025 vs. 4,187,291 in Q2 2024**)[8](index=8&type=chunk)[27](index=27&type=chunk) [Modified EBITDA](index=2&type=section&id=Modified%20EBITDA) Modified EBITDA turned significantly negative, reflecting a deterioration in operational profitability compared to the prior year Modified EBITDA (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | | :------------- | :------ | :------ | | Modified EBITDA | $(2.9) million | $45,000 | [Liquidity and Cash Flow](index=2&type=section&id=Liquidity%20and%20Cash%20Flow) The company experienced a significant increase in cash used from operating activities during Q2 2025, leading to a substantial decrease in its cash balance compared to the end of the previous fiscal year, while total debt remained relatively stable Cash Flow from Operating Activities (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | | :-------------------------------- | :------ | :------ | | Cash used from operating activities | $5.0 million | $0.9 million | Liquidity Position (as of June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | | :---------- | :------------ | :---------------- | | Cash | $2.7 million | $10.4 million | | Total debt | $9.7 million | $9.6 million | [Company Information](index=2&type=section&id=Company%20Information) This section provides details on the upcoming Q2 2025 earnings conference call and an overview of Reed's, Inc. as a leader in natural ginger beverages and craft sodas [Conference Call Details](index=2&type=section&id=Conference%20Call%20Details) Reed's, Inc. will host a conference call on August 13, 2025, to discuss its second-quarter 2025 financial results, providing dial-in numbers and a webcast link for participants - A conference call will be held on Wednesday, August 13, 2025, at 8:30 a.m. Eastern time to discuss the Q2 2025 results[11](index=11&type=chunk)[12](index=12&type=chunk) - Access to the conference call is available via toll-free dial-in **(800) 717-1738**, international dial-in **(646) 307-1865** (Conference ID: **89617**), and a live webcast on the investor relations section of the Company's website[12](index=12&type=chunk)[13](index=13&type=chunk) [About Reed's, Inc.](index=3&type=section&id=About%20Reed's%2C%20Inc.) Reed's, Inc. is a category leader in handcrafted, natural ginger beverages and craft sodas, established in 1989. The company markets its products under the Reed's®, Virgil's®, and Flying Cauldron® brand names, with distribution in over 32,000 stores nationwide, and recently launched a functional soda line - Reed's, Inc. is an innovative company and category leader providing high quality, premium, and better-for-you sodas, established in **1989**[14](index=14&type=chunk) - The company's brands include Reed's® (America's original ginger beer), Virgil's® (award-winning craft sodas), and Flying Cauldron® (non-alcoholic butterscotch beer)[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk) - Reed's beverages are sold in over **32,000 stores nationwide**, and the brand recently launched a new functional soda line featuring adaptogenic ingredients[14](index=14&type=chunk)[15](index=15&type=chunk) [Non-GAAP Financial Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures) This section defines the company's non-GAAP financial measures, such as Modified EBITDA, explaining their rationale for use while also outlining their inherent analytical limitations [Definition and Rationale](index=3&type=section&id=Definition%20and%20Rationale) Reed's presents Modified EBITDA and gross profit/margin excluding inventory write-offs as supplemental non-GAAP measures. Modified EBITDA is defined by adjusting net income (loss) for various non-cash and non-recurring items, used by management and investors to compare performance consistently across periods and for internal strategic planning - The company presents Modified EBITDA and gross profit and gross margin excluding inventory write-offs as supplemental non-GAAP financial measures[19](index=19&type=chunk) - Modified EBITDA is defined as net income (loss) plus interest expense, tax expense, depreciation and amortization, stock-based compensation, changes in fair value of warrant/SAFE agreements, legal and insurance settlements, contract proceedings, non-recurring professional fees, inventory write-offs, one-time policy changes, accounting methodology impacts, and restructuring-related costs[19](index=19&type=chunk) - These non-GAAP measures assist investors and analysts in comparing performance consistently by excluding items not indicative of core operating performance, and are used internally for budgets, forecasts, strategic plans, acquisitions, compensation, and board communications[22](index=22&type=chunk) [Limitations](index=4&type=section&id=Limitations) The company acknowledges that its non-GAAP financial measures, particularly Modified EBITDA, have limitations as analytical tools. They do not reflect cash expenditures for capital, working capital needs, future interest or principal payments on debt, or cash requirements for asset replacements - Modified EBITDA does not reflect cash expenditures or future requirements for capital expenditures or contractual commitments[22](index=22&type=chunk) - Modified EBITDA does not reflect changes in, or cash requirements for, working capital needs[22](index=22&type=chunk) - Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments on debts, nor does it reflect cash requirements for asset replacements[22](index=22&type=chunk) [Forward-Looking Statements & Investor Relations](index=5&type=section&id=Forward-Looking%20Statements%20%26%20Investor%20Relations) This section includes a disclaimer regarding forward-looking statements, highlighting associated risks and uncertainties, and provides contact information for investor relations inquiries [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) This section serves as a disclaimer, identifying forward-looking statements by specific terminology and outlining the inherent risks, uncertainties, and assumptions that could cause actual results to differ materially from projections. The company assumes no obligation to update these statements - Forward-looking statements are identified by terms such as "aim," "believe," "look forward to," "can," "will," "realize," "deliver," and similar expressions, covering strategic initiatives, ability to achieve objectives, expand business, and generate long-term value[23](index=23&type=chunk) - The achievement of forward-looking statements involves risks, uncertainties, and assumptions beyond the company's control, including competition, growth management, refinancing, new product risks, inflation, customer demand, personnel, distribution, suppliers, innovation, intellectual property, inventory, geopolitical events, and evolving regulations[23](index=23&type=chunk)[24](index=24&type=chunk) - These statements are based on current expectations, and Reed's assumes no obligation to update them, except as required by law[24](index=24&type=chunk) [Investor Relations Contact](index=5&type=section&id=Investor%20Relations%20Contact) Contact information for investor relations inquiries is provided, including names, email, and phone number - For investor relations, contact Sean Mansouri, CFA or Aaron D'Souza at Elevate IR via email (**ir@reedsinc.com**) or phone (**720) 330-2829**[25](index=25&type=chunk) [Financial Statements](index=6&type=section&id=Financial%20Statements) The unaudited condensed financial statements for Q2 2025 reveal a significant deterioration in operational results, a weakened balance sheet, and increased cash utilization from operating activities [Condensed Statements of Operations](index=6&type=section&id=Condensed%20Statements%20of%20Operations) The unaudited condensed statements of operations for the three and six months ended June 30, 2025, and 2024, show a significant increase in net loss and operating expenses, alongside a decrease in net sales and gross profit, particularly impacted by inventory write-offs in 2025 Condensed Statements of Operations (Three Months Ended June 30, in thousands) | Metric | 2025 | 2024 | | :--------------------------------- | :----- | :----- | | Net sales | $9,523 | $11,874 | | Total cost of goods sold | $8,716 | $8,043 | | Gross profit | $807 | $3,831 | | Total operating expenses | $6,600 | $4,500 | | Loss from operations | $(5,793) | $(669) | | Net loss | $(6,048) | $(3,212) | | Loss per share – basic and diluted | $(0.13) | $(0.77) | Condensed Statements of Operations (Six Months Ended June 30, in thousands) | Metric | 2025 | 2024 | | :--------------------------------- | :----- | :----- | | Net sales | $19,552 | $21,469 | | Total cost of goods sold | $15,343 | $14,225 | | Gross profit | $4,209 | $7,244 | | Total operating expenses | $11,744 | $8,563 | | Loss from operations | $(7,535) | $(1,319) | | Net loss | $(8,079) | $(4,885) | | Loss per share – basic and diluted | $(0.18) | $(1.17) | [Condensed Balance Sheets](index=7&type=section&id=Condensed%20Balance%20Sheets) The unaudited condensed balance sheets show a decrease in total assets and cash from December 31, 2024, to June 30, 2025, while total liabilities increased, leading to a significant reduction in total stockholders' equity Condensed Balance Sheets (Amounts in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Cash | $2,677 | $10,391 | | Total current assets | $21,890 | $23,311 | | Total assets | $23,705 | $25,140 | | Total current liabilities | $21,154 | $17,655 | | Total liabilities | $21,970 | $18,492 | | Total stockholders' equity | $1,735 | $6,648 | [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, the company significantly increased cash used in operating activities compared to the prior year, resulting in a substantial net decrease in cash, despite proceeds from the sale of common stock Condensed Statements of Cash Flows (Six Months Ended June 30, in thousands) | Metric | 2025 | 2024 | | :-------------------------------- | :------- | :------- | | Net cash used in operating activities | $(10,410) | $(3,307) | | Net cash used in investing activities | $(101) | $(34) | | Net cash provided by financing activities | $2,797 | $3,064 | | Net decrease in cash | $(7,714) | $(277) | | Cash at end of period | $2,677 | $326 | [Reconciliation of GAAP to Non-GAAP Financial Measures](index=9&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Financial%20Measures) The reconciliation of GAAP net loss to Modified EBITDA shows that for both the three and six months ended June 30, 2025, Modified EBITDA was significantly negative, indicating a deterioration in operational performance even after adjusting for non-cash and non-recurring items Reconciliation of GAAP to Non-GAAP Financial Measures (Three Months Ended June 30, in thousands) | Metric | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Net loss | $(6,048) | $(3,212) | | Total EBITDA adjustments | $3,103 | $3,257 | | Modified EBITDA | $(2,945) | $45 | Reconciliation of GAAP to Non-GAAP Financial Measures (Six Months Ended June 30, in thousands) | Metric | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Net loss | $(8,079) | $(4,885) | | Total EBITDA adjustments | $3,550 | $4,560 | | Modified EBITDA | $(4,529) | $(325) |