Financial Performance - Net sales for the three months ended October 31, 2025, were $120.486 million, a decrease of 5.7% compared to $127.945 million for the same period in 2024[15] - Gross profit for the same period was $35.495 million, down 13.5% from $40.780 million year-over-year[15] - Net income for the three months ended October 31, 2025, was $15.456 million, a decline of 5.6% compared to $16.376 million in the prior year[15] - Earnings per share for common stock were $1.14 for the three months ended October 31, 2025, compared to $1.21 for the same period in 2024, reflecting a decrease of 5.8%[15] - Operating income for the three months ended October 31, 2025, was $26.033 million, down from $30.487 million in the prior year[80] - The Business to Business Products Group reported net sales of $44,286,000 for the three months ended October 31, 2025, down from $48,415,000 in 2024, a decrease of 4.7%[80] - The Retail and Wholesale Products Group achieved net sales of $76,200,000 for the three months ended October 31, 2025, compared to $79,530,000 in 2024, a decline of 4.4%[80] Assets and Liabilities - Total assets as of October 31, 2025, were $380.723 million, down from $391.677 million as of July 31, 2025, representing a decrease of 2.4%[11] - Total liabilities decreased to $114.196 million as of October 31, 2025, from $132.617 million as of July 31, 2025, a reduction of 13.9%[14] - Stockholders' equity increased to $266.527 million as of October 31, 2025, compared to $259.060 million as of July 31, 2025, an increase of 2.9%[14] - Cash and cash equivalents at the end of the period totaled $42,384,000, an increase from $13,506,000 year-over-year[25] - Cash equivalents decreased to $28.6 million as of October 31, 2025, down from $35.3 million as of July 31, 2025[59] - The estimated fair value of debt was $40.8 million as of October 31, 2025, slightly up from $40.3 million as of July 31, 2025[61] Dividends and Shareholder Returns - Dividends declared per share for common stock increased to $0.180 from $0.155 year-over-year, reflecting a growth of 16.1%[15] - Dividends paid during the period amounted to $2,444,000, an increase of 16.6% from $2,096,000 in the previous year[22] - The company declared dividends of $0.180 per share for Common Stock and $0.135 per share for Class B Stock for the three months ended October 31, 2025[15] Cash Flow and Expenditures - Net cash provided by operating activities was $10,349,000, down from $10,919,000, reflecting a decrease of 5.2%[22] - Capital expenditures for the period were $9,066,000, a reduction of 29.5% compared to $12,817,000 in the previous year[22] - The company experienced a net decrease in cash and cash equivalents of $8,074 thousand for the three months ended October 31, 2025, compared to a decrease of $10,975 thousand in the same period of 2024[22] Stock and Compensation - Average shares outstanding for diluted common stock increased to 13.927 million for the three months ended October 31, 2025, compared to 13.811 million in the prior year[15] - Stock-based compensation expense increased to $1.1 million for the three months ended October 31, 2025, from $0.9 million in the same period of 2024[84] - The total number of non-vested restricted stock outstanding as of October 31, 2025, was 611,000 shares, with a weighted average grant date fair value of $33.31 per share[85] Inventory and Receivables - Accounts receivable as of October 31, 2025, was $66,500,000, compared to $62,200,000 as of July 31, 2024, indicating a year-over-year increase of 7.4%[35] - Total inventories increased to $56.645 million as of October 31, 2025, compared to $51.594 million as of July 31, 2025, with finished goods valued at $32.214 million[58] Operating Segments and Expenses - Selling, general and administrative expenses (SG&A) include various costs such as salaries, marketing, and research and development, impacting overall profitability[48] - The company has two reportable operating segments: Retail and Wholesale Products Group, and Business to Business Products Group, with distinct customer bases and product offerings[77] Accounting and Compliance - The company is currently evaluating the impact of recently issued accounting standards on its financial disclosures, including ASU No. 2023-09 and ASU No. 2024-03[51][52] - The company has adopted new accounting standards requiring enhanced disclosures about significant segment expenses and income tax information[50][51]

Financial Performance - Net sales increased by approximately 50% to $47.3 million for the three months ended October 31, 2025, compared to $31.5 million for the same period in 2024, primarily due to the acquisition of Crown 1, which contributed approximately $10.0 million in net sales[129] - For the nine months ended October 31, 2025, net sales increased by approximately 31% to $117.7 million from $89.7 million in the same period in 2024, with the Crown 1 acquisition contributing approximately $10.0 million[135] - The company reported net income of approximately $3.1 million for the nine months ended October 31, 2025, compared to $2.1 million for the same period in 2024[134] Cost and Expenses - Costs of sales rose by approximately 48% to $36.1 million, or 76% of net sales, during the three months ended October 31, 2025, compared to $24.4 million, or 77% of net sales, in the prior year[130] - Operating expenses increased by approximately $6.5 million for the nine months ended October 31, 2025, primarily due to payroll, professional fees, and advertising expenses[139] - Gross profit margin improved to 24% for the three months ended October 31, 2025, compared to 23% for the same period in 2024, driven by operational efficiencies[131] Cash Flow and Working Capital - Net cash provided by operating activities for the nine months ended October 31, 2025, was approximately $8.2 million, up from $6.0 million in the same period in 2024[143] - Net cash used in investing activities for the nine months ended October 31, 2025, was approximately $18.7 million, primarily for the purchase of Crown 1 and fixed assets[145] - Net cash provided by financing activities for the nine months ended October 31, 2025, was approximately $21.5 million, consisting of net proceeds from the sale of common stock and proceeds from the Crown Note[147] - Working capital increased to approximately $18.8 million as of October 31, 2025, compared to $4.9 million as of January 31, 2025, primarily due to an increase in cash and cash equivalents[141] Debt and Financing - As of October 31, 2025, the company had approximately $5.9 million outstanding under its Term Loan Agreement with M&T Bank, with a maturity date of October 1, 2030[149] - The outstanding balance of the T&L Note was approximately $0 as of October 31, 2025, compared to $2.9 million as of January 31, 2025[154] - The company believes its cash resources will be sufficient to meet cash requirements for at least the next twelve months, but may require additional funding for growth or strategic objectives[150] Sensitivity Analysis - A 1% change in the effective interest rate applied to the T&L Note would result in a pre-tax interest expense fluctuation of approximately $59 thousand on an annualized basis[154] - A 1.0% increase in commodity prices would negatively impact costs of sales by approximately $945 thousand on an annualized basis[156]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: October 31, 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: 001-40597 Mama's Creations, Inc. (Exact name of Registrant as specified in its charter) (State or other jur ...

Financial Performance - The company reported a significant increase in revenue, with a year-over-year growth rate of 25% in Q3 2026[2] - The company anticipates continued growth, projecting a revenue increase of 20% for the next quarter[2] - New product launches are expected to contribute an additional $50 million in revenue over the next fiscal year[2] - Operating expenses increased by 12%, primarily due to higher marketing costs associated with new product launches[2] - The company reported a net loss of $5 million for the quarter, reflecting ongoing investments in growth initiatives[2] User Growth - User data indicates a 15% increase in active subscriptions, reaching a total of 1.5 million users[2] Market Expansion - Market expansion efforts have led to a 10% increase in market share in the North American region[2] - The company is exploring potential acquisitions to bolster its technology portfolio and market presence[2] Investment in Technology - The company is investing $30 million in research and development to enhance its data security solutions[2] Risk Factors - Risk factors include potential challenges in customer retention and competition in the data security market[2] - Recent rapid growth may not indicate future growth, making it difficult to evaluate future prospects[17] - The company has a history of operating losses and may not achieve or sustain profitability in the future[17] - If customers do not renew or expand their subscriptions, future results of operations could be harmed[17] - The reliance on third-party cloud providers poses risks that could adversely affect business and financial condition[17] - The competitive market environment may hinder the company's ability to grow effectively[17] - Estimates of market opportunity and growth forecasts may prove to be inaccurate, impacting business growth[17] - The dual class structure of common stock concentrates voting control, limiting influence on corporate matters[17]

Financial Performance - Byrna Technologies reported preliminary fiscal fourth quarter revenues of $35.1 million, a 26% increase from $28.0 million in the same quarter of fiscal 2024[2]. - Full-year revenues for 2025 are expected to reach $118.0 million, up 38% from $85.8 million in fiscal year 2024[2]. - The fourth quarter revenue growth was driven by strong dealer and chain store performance, with direct-to-consumer and international channels also contributing significantly[3]. - The sales breakdown for Q4 2025 showed web sales at $22.3 million (up 7%), chain stores and dealers at $8.4 million (up 68%), and international sales at $3.5 million (up 91%) compared to Q4 2024[7]. Cash Position and Stock Repurchase - Byrna's cash and cash equivalents increased to over $15 million as of November 30, 2025, compared to $9.0 million at the end of August 2025[4]. - During the quarter, Byrna repurchased more than $1.0 million of common stock[5]. Product Development and Market Strategy - Byrna introduced the Byrna CL, its most advanced launcher to date, which contributed to the strong performance in 2025[6]. - The company aims to further normalize the Byrna brand and elevate the less-lethal category within the personal safety market in 2026[6]. Future Outlook - Byrna plans to report full financial results for the fiscal fourth quarter in February, accompanied by a conference call for investors and analysts[8]. - Forward-looking statements indicate expectations for continued sales growth and brand visibility efforts, though they are subject to various risks and uncertainties[10].

Financial Performance - Total revenue for Q3 Fiscal 2026 was $120.3 million, representing a 13% year-over-year increase[7] - Net income for the quarter was $4.3 million, compared to a net loss of $14.4 million in the same period last year[7] - Adjusted EBITDA for the quarter was $29.1 million, compared to $9.8 million in the same period last year[7] - Total revenues for the three months ended October 31, 2025, were $120.3 million, a 12.5% increase from $106.8 million in the same period of 2024[28] - Net income for the three months ended October 31, 2025, was $4.3 million, compared to a net loss of $14.4 million in the same period of 2024[28] - Operating income improved to $3.7 million from a loss of $13.8 million year-over-year[28] - Adjusted EBITDA for the three months ended October 31, 2025, was $29,149,000, compared to $9,769,000 for the same period in 2024, representing a significant increase[41] - Free cash flow for the three months ended October 31, 2025, was $8,801,000, compared to $1,603,000 for the same period in 2024, demonstrating improved cash generation capabilities[44] - Net income for the three months ended October 31, 2025, was $4,271,000, a significant improvement from a net loss of $14,403,000 in the same period of 2024[41] Client Metrics - Average number of healthcare services clients (AHSCs) increased to 4,520, up 7% year-over-year[7] - The company expects AHSCs for fiscal 2026 to be approximately 4,515, including 15 AHSCs from the AccessOne acquisition[12] - The average number of healthcare services clients (AHSCs) increased to 4,520 in the three months ended October 31, 2025, up from 4,237 in the same period of 2024, indicating growth in client acquisition[48] - Total revenue per AHSC for the three months ended October 31, 2025, was $26,622, compared to $25,207 for the same period in 2024, reflecting a year-over-year increase of 5.6%[48] Revenue Outlook - The company updated its revenue outlook for fiscal 2026 to a range of $479 million to $481 million, including approximately $7.5 million from AccessOne[10] - For fiscal 2027, the company anticipates revenue in the range of $545 million to $559 million, a 14-16% increase over fiscal 2026[13] Acquisition and Investment - The AccessOne acquisition was completed for approximately $160 million, enhancing the company's financing solutions for healthcare receivables[4] - Research and development expenses were $29.5 million, consistent with $29.3 million in the prior year, indicating stable investment in innovation[28] - Capitalized internal-use software development costs for the three months ended October 31, 2025, were $3,395,000, compared to $3,566,000 in the same period of 2024, indicating a stable investment in technology[44] Cash and Assets - Cash and cash equivalents as of October 31, 2025, were $106.4 million, an increase of $22.2 million from January 31, 2025[7] - Cash and cash equivalents increased to $106.4 million as of October 31, 2025, compared to $81.7 million at the end of the previous year[32] - Total current assets rose to $240.9 million, a 18.5% increase from $203.3 million as of January 31, 2025[26] Liabilities and Expenses - Total liabilities decreased to $103.1 million from $123.6 million, reflecting a reduction of 16.6%[26] - GAAP operating expenses for the three months ended October 31, 2025, totaled $89,427,000, down from $96,873,000 in the same period of 2024, indicating cost management efforts[46] - Stock-based compensation expense for the three months ended October 31, 2025, was $15,959,000, slightly lower than $16,525,000 in the same period of 2024, reflecting a controlled approach to compensation[46] Payment Metrics - Patient payment volume reached $1,181 million in the three months ended October 31, 2025, compared to $1,081 million in the same period of 2024, showing a growth of 9.3%[51] - The payment facilitator volume percentage increased to 85% in the three months ended October 31, 2025, up from 81% in the same period of 2024, indicating a higher reliance on the payment facilitation services[51]

Revenue and Growth - Revenue for 2024 was $8.7 billion, with over 70% generated outside the United States, and TOMMY HILFIGER and Calvin Klein brands accounted for over 95% of total revenue [168]. - For the full year 2025, the company anticipates revenue growth in low single-digits, including a positive impact from foreign currency translation [204]. - The company expects Q4 2025 revenue to increase slightly in low single-digits compared to Q4 2024, with a positive impact from foreign currency translation [203]. - For the thirty-nine weeks ended November 2, 2025, total revenue was $6.445 billion, a 3% increase from $6.281 billion in the prior year [200]. - Total revenue for Q3 2025 was $2.294 billion, a 2% increase from $2.255 billion in Q3 2024, with a 3% positive impact from foreign currency translation [185]. Profitability and Margins - Gross profit for the same period decreased by 2% to $1.293 billion, with a gross margin of 56.3%, down 210 basis points from the previous year [184]. - Gross profit in Q3 2025 was $1.293 billion, or 56.3% of total revenue, down from $1.317 billion, or 58.4% in Q3 2024, primarily due to tariffs and a shift to lower-margin wholesale business [189]. - The company expects gross margin for the full year 2025 to decrease by approximately 250 basis points compared to 2024, including an 80 basis point negative impact from tariffs [208]. - Net income for the thirteen weeks ended November 2, 2025, was $4 million, a significant decrease from $132 million in the prior year [184]. - Income before interest and taxes in Q3 2025 was $181 million, or 7.9% of total revenue, down from $183 million, or 8.1% in Q3 2024 [195]. Expenses and Cost Management - SG&A expenses in Q3 2025 were $1.121 billion, or 48.9% of total revenue, compared to $1.154 billion, or 51.2% in Q3 2024, reflecting a 230 basis point decrease [190]. - SG&A expenses for the thirty-nine weeks ended November 2, 2025, were $3.274 billion, or 50.8% of total revenue, a decrease of 100 basis points from the prior year [209]. - A multiyear initiative aimed at simplifying the operating model is expected to yield annual cost savings of approximately $200 million to $300 million by 2026 [176]. Tax and Impairment Charges - The effective tax rate for the same period was 97.4%, compared to 21.0% in the previous year, indicating a substantial increase in tax expense [184]. - The effective income tax rate for Q3 2025 was 97.4%, significantly higher than 21.0% in Q3 2024, due to non-deductible impairment charges [197][198]. - The effective income tax rate for the thirty-nine weeks ended November 2, 2025, was 335.1%, significantly higher than the prior year due to non-deductible impairment charges [224]. - The company recorded pre-tax noncash goodwill and other intangible impairment charges of $480 million in Q1 2025 due to increased discount rates [176]. - Noncash impairment charges of $480 million were recorded in the first quarter of 2025, including $426 million related to goodwill [212]. International Operations - Approximately 6% of revenue and 20% of income before interest and taxes were generated in China in 2024, with potential adverse effects from being placed on the List of Unreliable Entities [181]. - APAC revenue decreased by $61 million, or 5%, due to declines in both direct-to-consumer and wholesale businesses amid a challenging consumer environment [206]. Cash Flow and Capital Management - Cash and cash equivalents at November 2, 2025, were $158 million, a decrease of $590 million from $748 million at February 2, 2025 [230]. - Cash provided by operating activities decreased to $97 million for the thirty-nine weeks ended November 2, 2025, down from $254 million for the same period in 2024, primarily due to a decrease in net income adjusted for noncash charges [233]. - Capital expenditures for the thirty-nine weeks ended November 2, 2025, were $98 million, compared to $115 million in the same period in 2024, with expectations for full-year 2025 capital expenditures to be flat at approximately $159 million [239]. - The company completed the sale of its women's intimates businesses for net proceeds of $156 million on November 27, 2023, with an additional $10 million received in quarterly installments through the first quarter of 2025 [236]. Debt and Financing - Long-term debt increased to $2.246 billion as of November 2, 2025, from $1.654 billion as of November 3, 2024 [245]. - The company expects to make total long-term debt repayments of approximately $13 million for the full year 2025 [257]. - The company has not drawn on its $250 million delayed draw term loan facility as of November 2, 2025, which remains available for borrowing [251]. - The company issued $500 million principal amount of 5 1/2% senior notes due June 13, 2030, with $6 million in fees amortized over the term of the notes [265]. - The company ended the third quarter of 2025 with approximately $1.7 billion of borrowing capacity available under various debt facilities [230]. Shareholder Returns - The company has authorized a $5 billion stock repurchase program, with $1.212 billion remaining available for future repurchases as of November 2, 2025 [241][243]. - The company entered into ASR agreements to repurchase $500 million of its shares, acquiring approximately 6.9 million shares at an average price of $72.44 per share [242]. - Cash dividends paid on common stock totaled $6 million for both the thirty-nine weeks ended November 2, 2025, and November 3, 2024, with projected total dividends for 2025 expected to be approximately $7 million [240]. Currency and Foreign Exchange - The company expects 2025 revenue and net income to increase by approximately $200 million and $20 million, respectively, due to foreign currency translation [275]. - Favorable foreign currency translation adjustments of $294 million were recognized during the thirty-nine weeks ended November 2, 2025, primarily due to an 11% weakening of the U.S. dollar against the euro [276]. - A 10% change in foreign currency exchange rates against the U.S. dollar would result in a change in the fair value of foreign currency forward contracts of approximately $110 million [279]. - The effect of a 10% change in the euro against the U.S. dollar would result in a change in the fair value of net investment hedges of approximately $180 million [281].

Financial Restatements and Adjustments - Compass Diversified's restated financial results for fiscal years 2022, 2023, and 2024 have been filed, addressing prior financial and accounting fraud at Lugano Holding, Inc.[1] - Total net revenues for the year ended December 31, 2024, were reported at $2,198,233, with adjustments leading to a restated figure of $1,788,013, reflecting a decrease of approximately 18.6%[16] - Gross profit for the same period was $1,000,360, which, after adjustments, was restated to $750,419, indicating a reduction of about 25%[16] - Operating income (loss) was reported at $230,130, but after adjustments, it resulted in a loss of $14,868, showing a significant decline[16] - Total assets as of December 31, 2024, were reported at $4,052,422, with adjustments leading to a restated total of $3,297,422, a decrease of approximately 18.6%[14] - Total liabilities amounted to $2,489,358, which, after adjustments, were restated to $2,766,848, reflecting an increase of about 11.1%[14] - The company reported a net income (loss) of $47,349, which, after adjustments, resulted in a loss of $322,770, indicating a substantial negative shift[16] - The accumulated deficit increased from $386,324 to $1,004,975 after adjustments, representing a significant deterioration in financial health[14] - Current liabilities totaled $384,786, which, after adjustments, were restated to $2,433,423, indicating a substantial increase of approximately 532%[14] - Basic and fully diluted loss per share attributable to Holdings was reported at $(1.14), which adjusted to $(3.83), reflecting a significant increase in losses per share[16] - Total net revenues for the year ended December 31, 2023, were reported at $1,965,017, with adjustments leading to a restated figure of $1,689,920, reflecting a decrease of approximately 14%[20] - Gross profit for the same period was $833,003, which, after adjustments, was restated to $674,720, indicating a reduction of about 19%[20] - Operating income (loss) was reported at $85,249, with adjustments resulting in a restated operating loss of $69,409, a decline of approximately 181%[20] - Net income attributable to Holdings was $246,286, which, after adjustments, was restated to $108,647, representing a decrease of around 56%[20] - The total assets as of December 31, 2023, were reported at $3,816,981, with adjustments leading to a restated total of $3,325,141, a reduction of approximately 13%[18] - Total liabilities amounted to $2,297,600, with adjustments resulting in a restated total of $2,468,716, reflecting an increase of about 7%[18] - Cash and cash equivalents were reported at $446,684, with adjustments leading to a restated figure of $446,616, showing a minimal decrease[18] - The company reported a loss from continuing operations of $61,251, which was adjusted to a loss of $198,890, indicating a significant increase in losses[20] - The company classified its 2022 Term Loan and Revolving Credit Facility as current liabilities due to non-compliance with financial covenants for the years ended December 31, 2024 and 2023[18] Financial Performance and Guidance - The company adjusted its full year 2025 guidance for Subsidiary Adjusted EBITDA to a range of $330 million to $360 million, excluding Lugano's impact, consistent with prior guidance[2] - Net revenues for the year ended December 31, 2024, were reported at $1,788,013, an increase from $1,689,920,000 in 2023[11] - The company reported a net loss attributable to Holdings of $208,861,000 for 2024, compared to a net income of $108,647,000 in 2023[11] - Adjusted EBITDA is used by the company to assess performance, but it is not reconciled to GAAP measures due to uncertainties regarding net income from continuing operations[3][4] - The company reported a gain on the sale of discontinued operations amounting to $283,025, with no adjustments necessary for this figure[20] - For the year ended December 31, 2024, the consolidated net income (loss) from continuing operations was $(327,822) thousand, compared to $(274,651) thousand for 2023, indicating a decline in performance[21][22] - Adjusted EBITDA for 2024 was $174,824 thousand, a significant increase from $167,054 thousand in 2023, reflecting improved operational efficiency[21][22] - The company reported a net income (loss) from continuing operations of $(35,634) thousand for Corporate in 2024, compared to $(60,454) thousand in 2023, showing a reduction in losses[21][22] Cash Flow and Assets - Cash and cash equivalents decreased significantly from $446,616,000 in 2023 to $59,659,000 in 2024[9] - Interest expense, net, increased to $122,802 thousand in 2024 from $109,892 thousand in 2023, indicating higher borrowing costs[21][22] - The provision (benefit) for income taxes in 2024 was $(2,095) thousand, compared to $301 thousand in 2023, reflecting changes in tax strategy or liabilities[21][22] - Depreciation and amortization expenses totaled $148,019 thousand in 2024, up from $133,572 thousand in 2023, suggesting increased capital expenditures or asset base[21][22] - The company incurred impairment expenses of $8,182 thousand in 2024, while in 2023, impairment expenses were $90,597 thousand, indicating a reduction in asset write-downs[21][22] - Integration services fees amounted to $2,625 thousand in 2024, compared to $2,375 thousand in 2023, reflecting ongoing integration efforts post-acquisition[21][22] - The adjusted EBITDA for the Outdoor segment was $46,541 thousand in 2024, up from $52,047 thousand in 2023, indicating fluctuations in segment performance[21][22] - The company’s total other (income) expense was $167,522 thousand in 2024, compared to $83,114 thousand in 2023, highlighting increased non-recurring operating expenses[21][22] Debt and Compliance - The company is in discussions with senior lenders for an amendment to its credit agreement to provide additional relief regarding its leverage profile[2] - The company anticipates filing its 2025 first, second, and third quarter financial results on Form 10-Q to regain compliance with SEC requirements[2] - The company classified its 2022 Term Loan and Revolving Credit Facility as current liabilities due to non-compliance with financial covenants[14]

Financial Performance - For the year ended September 30, 2025, the company's continuing operations generated net sales of approximately $6.5 million[27]. - The company has historically reported net losses, which could adversely affect its financial condition and stock price[52]. - The company requires additional financing to fully implement its business plan and growth strategy, with expectations of needing funds beyond its current cash position[58]. - The company does not expect to achieve positive cash flow until the end of 2025 or longer, indicating potential operational challenges[59]. - The company has no meaningful revenue from its discontinued operations following the bankruptcy of its legacy specialty pharmaceuticals and healthcare services[25]. Supply Chain and Inventory Management - The company relies on three principal suppliers for approximately 85% of its inventory purchases, indicating a concentrated supply chain[36]. - SRx Health's business may be adversely impacted by supply chain issues, including defective products and counterfeit infiltration, which could reduce its ability to process prescriptions[75]. - The company faces risks related to inventory management, including potential excess inventory leading to markdowns or promotional sales[165]. - Halo's ability to effectively manage its manufacturing and supply chain is critical, as inaccurate demand forecasts could adversely affect operations and financial results[164]. - The company relies heavily on third-party commerce platforms, and any disruptions could negatively impact sales and customer experience[175]. Market and Competition - The majority of continuing net sales are driven by E-commerce channels, including Amazon and Chewy, reflecting strong brand loyalty through repeat purchases[28]. - The competitive landscape in the pet health and wellness industry is intensifying, with larger competitors posing significant challenges[154]. - The company faces significant competition in the specialty healthcare industry, which may hinder its ability to maintain market share[70]. - Economic conditions affecting consumer spending may negatively impact SRx Health's business and financial condition, particularly in the Canadian market[133]. - Changes in the Canadian healthcare industry, including reforms to reduce costs for publicly funded health programs, may adversely affect SRx Health's revenue and operating results[141]. Regulatory and Compliance Risks - The specialty pharmacy business operates in a highly regulated environment, with compliance risks that could impact financial performance[61]. - The company may be subject to regulatory scrutiny, and failure to comply with laws could lead to investigations and financial penalties, harming its reputation and operations[131]. - Compliance with extensive governmental regulations is critical, as non-compliance could lead to significant penalties and operational disruptions[194]. - Changes in tax and trade policies could adversely affect SRx Health's costs and access to suppliers, impacting overall business performance[93]. - Changes in laws and regulations may increase operational costs and adversely affect Halo's business and financial results[202]. Growth Strategy and Acquisitions - The company plans to grow through acquisitions and strategic alliances, having completed three significant acquisitions in 2019[185]. - SRx Health's growth strategy relies on acquiring new pharmacies and integrating them into the SRx Network, which is essential for driving organic growth and expanding wholesale distribution capabilities[134]. - Future acquisitions are critical for SRx Health's growth, but challenges in identifying and negotiating favorable terms for these acquisitions could impede its strategy[138]. - Halo's growth strategy includes introducing new products and expanding into new markets, which is critical for attracting new consumers[149]. Operational Challenges - The company emphasizes a "Win From Anywhere" culture, allowing employees to work flexibly from various locations across the U.S.[43]. - The company has experienced significant growth recently, which has put strain on its operations and requires effective management of its IT infrastructure and financial systems[136]. - Clinical trials may face delays due to various factors, which could materially impact SRx Health's business and financial condition[82]. - The company faces challenges in meeting customer expectations, which could harm its brand and lead to excess inventory if consumer preferences are not effectively anticipated[98]. - Cybersecurity threats pose a risk to SRx Health's operations, requiring ongoing investment in protective measures to safeguard patient information[107][106]. Product and Brand Management - The Halo product portfolio includes over 100 premium and super-premium pet health and wellness products, formulated to meet high-quality sourcing and nutritional standards[22]. - The company emphasizes the importance of maintaining brand quality and customer experience to ensure business success[146]. - Negative consumer sentiment on social media could impact Halo's sales and profitability[159]. - Food recalls could result in significant financial losses and harm to Halo's brand reputation[161]. - Halo faces risks related to food safety incidents, which could lead to lawsuits, recalls, and increased operating costs[160]. Financial and Stock Market Risks - The company may be deemed a "penny stock," which could adversely affect the market price and trading of its common stock[214]. - The company received a notice from NYSE American indicating compliance with continued listing standards, requiring stockholders' equity of $4 million or more[215]. - The company is subject to potential delisting from NYSE American if it fails to meet continued listing requirements, which could impair capital raising efforts[215]. - The market price of the company's common stock has been highly volatile and subject to fluctuations due to various factors[216]. - The holding company structure may limit shareholder rights in the event of subsidiary insolvency, affecting cash flow and financial stability[203].

IPO and Trust Account - The Company completed its IPO on February 11, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit, with offering costs of approximately $15.8 million[141] - Following the IPO, approximately $276.0 million was placed in a Trust Account, invested in U.S. government securities or money market funds until a business combination is completed[143] - The company incurred $16,505,915 in transaction costs related to its IPO, including $5,520,000 in underwriting fees[169] Business Combination Extensions - On February 9, 2024, shareholders approved an extension for the Company to consummate a business combination until August 11, 2024, with 2,195,847 Class A ordinary shares redeemed for $23,724,846 (approximately $10.80 per share)[147][148] - On August 9, 2024, shareholders approved another extension until May 11, 2025, with 1,487,025 Class A ordinary shares redeemed for $16,484,256 (approximately $11.09 per share)[151][152] - The company has until March 11, 2026, to consummate a Business Combination, or it will face mandatory liquidation[180] Financial Performance - The Company has not generated any revenues to date and only incurs expenses related to being a public company and due diligence activities[166] - For the three months ended March 31, 2025, the company reported a net loss of $712,127, with operating costs of $772,793, partially offset by trust dividend income of $60,666[167] - For the three months ended March 31, 2024, the company had a net loss of $333,546, with operating costs of $382,550 and non-redemption agreement expense of $375,981, offset by trust dividend income of $424,985[171] Financial Position and Liabilities - As of March 31, 2025, the company had cash outside the trust account of $425 and working capital deficits of $3,750,379[172] - The company has a convertible note with a principal amount of up to $1,000,000, due on the earlier of February 11, 2026, or the consummation of a Business Combination[176] - As of March 31, 2025, the company reported $1,275,219 due to related parties, compared to $1,189,077 as of December 31, 2024[177] - The company lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[178] Compliance and Reporting - The Company was delisted from the NYSE on February 12, 2024, due to non-compliance with the requirement to complete a business combination within the specified time frame[159][160] - The company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act, which may affect its compliance with new accounting standards[192] Business Combination Agreements - A business combination agreement was entered into on July 2, 2025, with Mkango (Cayman) Limited and other subsidiaries, aiming to merge and become a publicly traded company under the name "Mkango Rare Earths Limited"[162][163] - The Company engaged Jett Capital Advisors, LLC as a financial advisor for the proposed business combination with Lancaster Exploration Limited and its subsidiaries[165] Shareholder Actions - As of the latest reports, the Company has approximately 491,806 Class A ordinary shares issued and outstanding following redemptions[156] - The company has not entered into any non-redemption agreements for the three months ended March 31, 2025[187]