[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Net loss improved to $25.3 million in Q2 2025, with total assets at $6.21 billion and equity declining 13.3% Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | $6,208,726 | $6,344,028 | (2.1)% | | Total Liabilities | $5,769,676 | $5,837,417 | (1.2)% | | Total Equity | $439,050 | $506,611 | (13.3)% | Consolidated Statement of Operations Highlights (in thousands) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Net Revenues | $282,537 | $265,390 | $556,158 | $488,175 | | Total Expenses | $314,871 | $342,547 | $634,596 | $650,496 | | Net Loss | $(25,273) | $(65,853) | $(65,969) | $(137,357) | | Diluted EPS | $(0.06) | $(0.18) | $(0.17) | $(0.37) | Consolidated Statement of Cash Flows Highlights (Six Months Ended, in thousands) | Cash Flow Activity | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(112,263) | $(556,814) | | Net Cash Provided by Investing Activities | $11,517 | $488,127 | | Net Cash Provided by (Used in) Financing Activities | $51,626 | $(45,959) | | Net Change in Cash | $(49,120) | $(114,646) | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, a $20.0 million cybersecurity insurance receivable, loan sale concentration, and capital compliance - In January 2024, a cybersecurity incident led to **$15.0 million** in insurance reimbursements in 2024 and an additional **$20.0 million** receivable expected in 2025[29](index=29&type=chunk)[30](index=30&type=chunk) - Significant concentration risk exists with three investors accounting for **36%**, **14%**, and **12%** of total loan sales for the six months ended June 30, 2025[40](index=40&type=chunk) - The company operates as a single reportable segment, with performance evaluated by the CODM based on consolidated net income (loss)[135](index=135&type=chunk)[136](index=136&type=chunk) - As of June 30, 2025, the company complied with all regulatory capital and liquidity requirements, with a minimum adjusted net worth of **$337.8 million**[134](index=134&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes improved Q2 2025 performance to 'Vision 2025', with net loss narrowing to $25.3 million from revenue growth and expense reduction Key Performance Indicators (Q2 2025 vs Q2 2024) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total Loan Originations | $6.73B | $6.09B | | Gain on Sale Margin | 3.11% | 3.06% | | Pull-through Weighted Gain on Sale Margin | 3.30% | 3.22% | | Total Servicing Portfolio (UPB) | $117.5B | $114.3B | - The decrease in net loss for Q2 2025 was primarily due to a **$27.7 million** decrease in total expenses and a **$17.1 million** increase in total net revenues compared to Q2 2024[156](index=156&type=chunk) - General and administrative expenses decreased by **$33.4 million (45.7%)** in Q2 2025 compared to Q2 2024, mainly due to **$26.6 million** in costs related to the Cybersecurity Incident in the prior year[164](index=164&type=chunk)[165](index=165&type=chunk) - As of June 30, 2025, the company had **$408.6 million** in unrestricted cash and cash equivalents and an additional **$1.6 billion** in available capacity under its warehouse and other lines of credit[187](index=187&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risks include interest rate, credit, and prepayment risks, actively managed through hedging instruments and stringent underwriting - The company's principal market exposure is interest rate risk, which affects the value of LHFS, IRLCs, servicing rights, and hedging instruments[227](index=227&type=chunk) - To manage interest rate risk on IRLCs and LHFS, the company enters into hedging instruments, such as forward sale contracts, which are expected to experience changes in fair value opposite to the hedged items[229](index=229&type=chunk) - Credit risk is managed through strict underwriting guidelines, with the company providing representations and warranties on sold loans that could lead to repurchase obligations if breached[230](index=230&type=chunk)[231](index=231&type=chunk) [Item 4. Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including CEO and CFO, concluded disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal controls - The CEO and CFO concluded that as of June 30, 2025, the company's disclosure controls and procedures are effective at a reasonable assurance level[237](index=237&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, these controls[238](index=238&type=chunk) [PART II. OTHER INFORMATION](index=56&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=56&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal and regulatory matters, including a cybersecurity class action settlement and ongoing employment and stockholder derivative litigation - The company is a defendant in a consolidated class action lawsuit related to the January 2024 Cybersecurity Incident, with a settlement agreement receiving preliminary court approval on January 13, 2025[124](index=124&type=chunk) - In a securities class action lawsuit related to the company's IPO, the court granted final approval of a settlement on May 24, 2024, though one class member has filed a notice of appeal[126](index=126&type=chunk) [Item 1A. Risk Factors](index=56&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes in risk factors were reported from the company's 2024 Form 10-K[241](index=241&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q2 2025, the company issued 4,897,323 shares of Class A common stock through conversions of Class C common stock and Holdco Units, exempt from registration - In Q2 2025, the company issued a total of **4,897,323** shares of Class A common stock upon the conversion of Class C common stock and Holdco Units[243](index=243&type=chunk)[244](index=244&type=chunk)

[Special Note Regarding Forward-Looking Statements](index=4&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) [Forward-Looking Statements Overview](index=4&type=section&id=Forward-Looking%20Statements%20Overview) This section cautions that forward-looking statements are based on current expectations and projections, subject to risks and uncertainties, and actual results may differ materially - Forward-looking statements are identified by terms such as **'believes,' 'estimates,' 'anticipates,' 'expects,' 'intends,' 'plans,' 'may,' 'will,' 'potential,' 'projects,' 'predicts,' 'continue,' or 'should,'** or their negative variations[9](index=9&type=chunk) - These statements are based on current expectations and projections about future events and trends that may affect financial condition, results of operations, business strategy, and financial needs[10](index=10&type=chunk) - They are subject to known and unknown risks, uncertainties, and assumptions, including those described in the 'Risk Factors' section, and actual results may differ materially and adversely[10](index=10&type=chunk) - Specific areas covered include financial performance, funding, system development, sales/marketing, personnel, customer attraction, product development, competition, cybersecurity, AI risks, regulatory compliance, intellectual property rights, and future stock prices[11](index=11&type=chunk)[15](index=15&type=chunk) [PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Health In Tech, Inc.'s unaudited condensed consolidated financial statements for the periods ended June 30, 2025, and December 31, 2024, along with accompanying notes - The financial statements are unaudited and prepared in accordance with GAAP and SEC rules for interim financial information[35](index=35&type=chunk) - The section includes Condensed Consolidated Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Equity, and Statements of Cash Flows[7](index=7&type=chunk) - Notes to the financial statements provide context on the company's organization, significant accounting policies, loans receivable, stockholders' equity, commitments and contingencies, income taxes, and stock-based compensation[7](index=7&type=chunk)[32](index=32&type=chunk) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20and%20December%2031%2C%202024) Key Balance Sheet Data | Metric | June 30, 2025 | December 31, 2024 | Change | Change (%) | | :-------------------------------- | :-------------- | :---------------- | :----- | :--------- | | Total assets | $22,178,250 | $15,768,489 | +$6,409,761 | +40.65% | | Total liabilities | $5,754,647 | $2,599,461 | +$3,155,186 | +121.38% | | Total stockholders' equity | $16,423,603 | $13,169,028 | +$3,254,575 | +24.71% | | Cash and cash equivalents | $8,138,166 | $7,849,248 | +$288,918 | +3.68% | | Accounts receivable, net | $1,281,131 | $1,647,103 | -$365,972 | -22.22% | | Other receivables | $3,854,834 | $500,252 | +$3,354,582 | +670.58% | | Software | $5,519,110 | $3,962,461 | +$1,556,649 | +39.29% | | Accounts payable and accrued expenses | $4,327,475 | $1,858,840 | +$2,468,635 | +132.86% | | Other current liabilities | $955,743 | — | +$955,743 | N/A | - The increase in total assets was mainly driven by a significant rise in other receivables due to the purchase of Deferred Administrative Surplus and increased software capitalization[177](index=177&type=chunk)[178](index=178&type=chunk) - Total liabilities increased substantially, primarily due to a payable related to the Deferred Administrative Surplus purchase and higher accounts payable reflecting business expansion[179](index=179&type=chunk) [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Key Statements of Operations Data | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $9,313,849 | $5,002,490 | $17,328,833 | $10,127,421 | | Cost of revenues | $3,003,979 | $974,727 | $5,663,564 | $1,964,638 | | Gross profit | $6,309,870 | $4,027,763 | $11,665,269 | $8,162,783 | | Total operating expenses | $5,584,800 | $3,492,827 | $10,459,541 | $7,295,425 | | Net income | $630,631 | $338,007 | $1,129,223 | $438,543 | | Basic EPS | $0.01 | $0.01 | $0.02 | $0.01 | | Diluted EPS | $0.01 | $0.01 | $0.02 | $0.01 | - Total revenues increased by **86.2%** for the three months ended June 30, 2025, and **71.1%** for the six months ended June 30, 2025, compared to the respective prior periods[181](index=181&type=chunk)[196](index=196&type=chunk) - Net income increased by **86.6%** for the three months ended June 30, 2025, and **157.5%** for the six months ended June 30, 2025, compared to the respective prior periods[23](index=23&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Stockholders' Equity Changes | Metric | As of Dec 31, 2024 | As of June 30, 2025 | | :-------------------------- | :----------------- | :----------------- | | Total stockholders' equity | $13,169,028 | $16,423,603 | | Class A Common Stock Shares | 42,914,870 | 44,679,664 | | Class B Common Stock Shares | 11,700,000 | 11,700,000 | - Total stockholders' equity increased by **$3,254,575** from December 31, 2024, to June 30, 2025, primarily due to net income and stock-based compensation[180](index=180&type=chunk) - A **1.5-for-1 stock split** was effected on June 4, 2024, with all share and per share data retroactively adjusted[19](index=19&type=chunk)[107](index=107&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Key Cash Flow Data | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :----------------------------- | :----------------------------- | | Operating activities | $2,008,629 | $586,329 | | Investing activities | $(1,613,372) | $(227,356) | | Financing activities | $(106,339) | $(612,120) | | Increase (decrease) in cash | $288,918 | $(253,147) | | Cash and cash equivalents, end of period | $8,138,166 | $2,163,203 | - Net cash provided by operating activities increased by **$1.4 million (242%)** to **$2.0 million** for the six months ended June 30, 2025, compared to **$0.6 million** in the prior year, driven by revenue growth and AR system automation[214](index=214&type=chunk) - Cash used in investing activities increased by **$1.4 million (592%)** to **$1.6 million** for the six months ended June 30, 2025, primarily due to increased investment in internal-use software development[216](index=216&type=chunk) - Cash used in financing activities decreased by **$0.5 million (82.6%)** to **$0.1 million** for the six months ended June 30, 2025, mainly due to lower payments of deferred offering costs[217](index=217&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The notes provide detailed information on the company's organization, significant accounting policies, and specific financial items, including revenue recognition, stock-based compensation, and recent accounting pronouncements[32](index=32&type=chunk) - The company completed its Initial Public Offering (IPO) on **December 24, 2024**, issuing **2,300,000 shares of Class A common stock at $4.00 per share**, receiving net proceeds of **$8,214,000**[34](index=34&type=chunk) - The company manages its business activities as a single operating and reportable segment[38](index=38&type=chunk) [1. Organization](index=11&type=section&id=1.%20Organization) - Health in Tech, Inc. (HIT) was incorporated in November 2021 in Nevada, consolidating three subsidiaries: Stone Mountain Risk, LLC (SMR), Health Intelligence Card, LLC (Hi Card), and International Captive Exchange, LLC (ICE)[33](index=33&type=chunk) - The company completed its Initial Public Offering (IPO) on **December 24, 2024**, issuing **2,300,000 shares of Class A common stock at $4.00 per share**, with net proceeds of **$8,214,000**[34](index=34&type=chunk) [2. Summary of Significant Accounting Policies](index=11&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) - The company's financial statements are prepared in accordance with GAAP and SEC rules for interim financial information, with certain disclosures condensed or omitted[35](index=35&type=chunk) - Revenue recognition follows ASC 606, with revenue generally recognized over the defined contractual term as performance obligations are satisfied[68](index=68&type=chunk)[80](index=80&type=chunk) - For the six months ended June 30, 2025, one stop-loss insurance carrier (Carrier A) represented **28.3% of total revenues** and **32.8% of accounts receivable**[42](index=42&type=chunk) - Software development costs for internal-use software (Hi-Card, eDIYBS) are capitalized and amortized over an expected three-year period; **$1,828,615** was capitalized in the six months ended June 30, 2025[63](index=63&type=chunk) - A refund liability of **$955,743** was recorded as of June 30, 2025, related to estimated contra revenue from a variable consideration clause with one carrier, assessed based on updated information from policies completing their run-out stage[88](index=88&type=chunk) [3. Loans Receivable, Net](index=24&type=section&id=3.%20Loans%20Receivable%2C%20Net) - The company has an unsecured Promissory Note Agreement with Kang Youle Limited for **$800,000 principal**, bearing **8% interest per annum**, maturing October 10, 2026[105](index=105&type=chunk) - Accrued interest due and receivable was **$47,993** as of June 30, 2025[105](index=105&type=chunk) - The loan is considered a strategic investment to maximize risk-adjusted return and promote shareholder wealth, provided to an independent third party with access to international insurance sectors[106](index=106&type=chunk) [4. Stockholders' Equity](index=24&type=section&id=4.%20Stockholders'%20Equity) - A **1.5-for-1 stock split** of common stock was effected on June 4, 2024, with all share and per share information retroactively adjusted[107](index=107&type=chunk) - On August 9, 2024, **10,800,000 shares of Class B Common Stock** were converted into Class A Common Stock on a one-to-one basis[107](index=107&type=chunk) - The company completed its IPO on **December 24, 2024**, issuing **2,300,000 shares of Class A Common Stock at $4.00 per share**, generating net proceeds of **$8,214,000**[108](index=108&type=chunk) - As of June 30, 2025, **44,679,664 shares of Class A Common Stock** and **11,700,000 shares of Class B Common Stock** were issued and outstanding[115](index=115&type=chunk) - Holders of Class B Common Stock are entitled to **ten votes per share**, while Class A Common Stock holders are entitled to **one vote per share**[116](index=116&type=chunk) [5. Commitments and Contingencies](index=26&type=section&id=5.%20Commitments%20and%20Contingencies) - The company is not currently a party to any legal proceedings that would have a material adverse effect on its business or financial condition[118](index=118&type=chunk) - The principal commitments consist of obligations under a five-year operating lease for its corporate headquarters, commencing November 2022[119](index=119&type=chunk) Undiscounted Lease Liabilities (as of June 30, 2025) | Period | Amount | | :--- | :--- | | Less than 1 year | $85,046 | | 1 – 3 years | $109,657 | | Total undiscounted lease liabilities | $194,703 | [6. Income Taxes](index=27&type=section&id=6.%20Income%20Taxes) Income Tax Provision | Period | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Income tax expense | $202,637 | $63,268 | $388,468 | $154,466 | - The effective tax rate for the six months ended June 30, 2025, was **25.60%**, differing from the U.S. federal statutory rate of **21%** primarily due to state taxes (net of federal benefit) and permanent differences[126](index=126&type=chunk) - Net deferred tax liabilities were **$262,129** as of June 30, 2025, compared to **$328,676** as of December 31, 2024[124](index=124&type=chunk) [7. Stock-Based Compensation](index=28&type=section&id=7.%20Stock-Based%20Compensation) - The company has two equity incentive plans: the **2022 Plan** (governing **1,145,182 restricted stock** and **2,320,505 options outstanding** as of June 30, 2025) and the **2024 Plan** (adopted December 2024, with **1,288,000 unrestricted stock** and **933,954 restricted stock awards** granted as of June 30, 2025)[129](index=129&type=chunk)[130](index=130&type=chunk) - Stock-based compensation expense recognition began upon the completion of the IPO on **December 24, 2024**, as the IPO was a key vesting condition for many awards[94](index=94&type=chunk)[132](index=132&type=chunk) - As of June 30, 2025, unrecognized compensation cost for non-vested service-based RSAs was **$482,998** (expected to be recognized over **0.8 years**), and for non-vested service-based stock options was **$110,262** (expected over **0.9 years**)[135](index=135&type=chunk)[138](index=138&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 an overview of Health In Tech's business, recent developments, key performance drivers, and a detailed analysis of its financial results for the three and six months ended June 30, 2025, compared to 2024 - Health in Tech is an insurance technology platform company that simplifies sales, service processes, and reduces sales cycle time for third-party administrators and brokers[140](index=140&type=chunk) - As of June 30, 2025, the company had clients in **41 states**, with services utilized by **520 brokers, 10 TPAs, and 248 additional third-party agencies**, serving **942 business clients with 24,839 employees**[144](index=144&type=chunk) - The company achieved **71% year-over-year revenue growth** in the first half of 2025 while maintaining healthy profitability[144](index=144&type=chunk) - Recent developments include strategic partnerships with Verdegard Administrators, Unified Health Plans, HILB Group, and Baily Insurance, and the appointment of former U.S. Ambassador Edward T. McMullen Jr. to its advisory board[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) [Overview](index=30&type=section&id=Overview) - Health in Tech (HIT) is an insurance technology platform that aims to improve healthcare industry processes through vertical integration, simplification, and automation, streamlining underwriting, sales, and service for insurance companies, brokers, and TPAs[140](index=140&type=chunk) - The marketplace offers customizable self-funded benefits plans and stop-loss insurance, enabling quick medical underwriting and bindable quotes, typically within two minutes[141](index=141&type=chunk)[142](index=142&type=chunk) - The platform aims to deliver meaningful cost savings for low-risk, small employers and time savings for employers, brokers, TPAs, and carriers through digital medical underwriting and technology leverage[143](index=143&type=chunk) [Recent Developments](index=31&type=section&id=Recent%20Developments) - Partnerships include Verdegard Administrators (MedImpact) to reduce costs for small businesses, Unified Health Plans to bring healthcare insurance solutions to Kansas businesses, HILB Group to co-develop and distribute self-funded health benefit solutions, and Baily Insurance for faster underwriting, administration, and scalability[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) - Edward T. McMullen Jr., former U.S. Ambassador, was appointed to the advisory board on **April 30, 2025**, to support efforts in modernizing healthcare insurance infrastructure and advocating for efficient solutions[151](index=151&type=chunk) [Key Factors Affecting our Performance](index=31&type=section&id=Key%20Factors%20Affecting%20our%20Performance) - The company's success depends on its ability to retain and expand its network of brokers, TPAs, MGUs, and other third-party agents by providing innovation, client experience, competitive pricing, and quality providers[152](index=152&type=chunk) - Business growth is reliant on collaborating with diverse insurance carriers to expand product and service offerings and introduce innovative insurance products[153](index=153&type=chunk) - Accurate underwriting procedures are critical to avoid increased costs, pricing, and reputational harm to the eDIYBS platform[154](index=154&type=chunk)[155](index=155&type=chunk) - Continuous investment in technology and innovation is crucial for driving advancements in automation and enhancing operational efficiency[156](index=156&type=chunk) [Seasonality](index=32&type=section&id=Seasonality) - The business is generally affected by seasonal patterns of enrollment and medical expenses, with underwriting and quoting platform usage peaking around December and January due to health plan renewals[157](index=157&type=chunk) - Rapid growth has made seasonal fluctuations less detectable, but they may become more pronounced if the growth rate slows[157](index=157&type=chunk) [Key Financial and Operating Performance Metrics](index=32&type=section&id=Key%20Financial%20and%20Operating%20Performance%20Metrics) - The company monitors revenues, cost of revenues, operating expenses, and the number of enrolled employees (EEs) billed as key performance metrics[158](index=158&type=chunk)[159](index=159&type=chunk) Number of Enrolled Employees (EEs) Billed | Metric | June 30, 2025 | June 30, 2024 | Period-to-Period Change | Percentage Change | | :-------------------------- | :-------------- | :-------------- | :---------------------- | :---------------- | | Number of EEs billed (End of period) | 24,839 | 19,101 | 5,738 | 30% | - Adjusted EBITDA is utilized as a non-GAAP measure, calculated as net income before net interest expense, taxes, depreciation, amortization, and stock-based compensation, to provide a clearer view of underlying operational performance[162](index=162&type=chunk) [Components of Operating Results](index=33&type=section&id=Components%20of%20Operating%20Results) - Revenue is primarily generated from service fees (SMR and HI Card) and underwriting fees (ICE), with SMR and ICE services being interdependent[163](index=163&type=chunk) - SMR (Stone Mountain Risk) acts as a program manager for customized self-funded benefits programs for small businesses, generating revenue from a set fee charged per enrolled employee (EE) per month (PEPM)[163](index=163&type=chunk) - ICE (International Captive Exchange) develops and maintains underwriting models and risk services for insurance companies (Carriers), with revenue derived as a percentage of the premium received[163](index=163&type=chunk) - HI Card (Health Intelligence Card) provides optional medical claims access data and claims negotiation services to SMR's program members, generating revenue from a set PEPM fee[163](index=163&type=chunk) Revenue Breakdown by Subsidiary | Subsidiary | 3 Months Ended June 30, 2025 | % of Revenue (2025) | 3 Months Ended June 30, 2024 | % of Revenue (2024) | 6 Months Ended June 30, 2025 | % of Revenue (2025) | 6 Months Ended June 30, 2024 | % of Revenue (2024) | | :--------- | :----------------------------- | :------------------ | :----------------------------- | :------------------ | :----------------------------- | :------------------ | :----------------------------- | :------------------ | | ICE | $2,090,576 | 22.4% | $1,639,105 | 32.8% | $4,442,560 | 25.6% | $3,423,740 | 33.8% | | SMR | $7,223,273 | 77.6% | $2,595,545 | 51.9% | $12,886,273 | 74.4% | $5,128,467 | 50.6% | | HI Card | — | —% | $767,840 | 15.3% | — | —% | $1,575,214 | 15.6% | | Total | $9,313,849 | 100.0% | $5,002,490 | 100.0% | $17,328,833 | 100.0% | $10,127,421 | 100.0% | [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Consolidated Statements of Operations Summary | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $9,313,849 | $5,002,490 | $17,328,833 | $10,127,421 | | Gross profit | $6,309,870 | $4,027,763 | $11,665,269 | $8,162,783 | | Total operating expenses | $5,584,800 | $3,492,827 | $10,459,541 | $7,295,425 | | Net income | $630,631 | $338,007 | $1,129,223 | $438,543 | | Adjusted EBITDA | $1,569,016 | $669,723 | $2,797,227 | $1,136,932 | - Adjusted EBITDA increased significantly, reaching **$1.6 million** for Q2 2025 (**16.8% of revenue**) and **$2.8 million** for H1 2025 (**16.1% of revenue**), up from **$0.7 million (13.4%)** and **$1.1 million (11.2%)** respectively in the prior year periods[171](index=171&type=chunk)[195](index=195&type=chunk)[210](index=210&type=chunk) [Comparison of Three Months Ended June 30, 2025 and 2024](index=38&type=section&id=Comparison%20of%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) - Total revenues for Q2 2025 increased by **86.2%** to **$9.3 million**, driven by strong demand for new product offerings and a **30% increase** in billable enrolled employees[181](index=181&type=chunk)[182](index=182&type=chunk) - Revenues from fees (SMR) surged by **178.3%** to **$7.2 million**, while revenues from underwriting modeling (ICE) increased by **27.5%** to **$2.1 million**[181](index=181&type=chunk) - Cost of revenues increased by **$2.0 million** to **$3.0 million**, primarily due to higher captive management fees related to new products and channels[184](index=184&type=chunk)[185](index=185&type=chunk) - General and administrative expenses rose by **$2.0 million** to **$3.8 million**, mainly due to **$0.8 million** in public company costs and **$0.3 million** in stock-based compensation[187](index=187&type=chunk)[190](index=190&type=chunk) - Research and development expenses decreased by **$0.1 million** to **$0.6 million**, primarily due to the capitalization of development costs for eDIYBS 3.0[191](index=191&type=chunk)[192](index=192&type=chunk) [Comparison of Six Months Ended June 30, 2025 and 2024](index=41&type=section&id=Comparison%20of%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) - Total revenues for H1 2025 increased by **71.1%** to **$17.3 million**, driven by strong demand for new product offerings and a **30% increase** in billable enrolled employees[196](index=196&type=chunk)[197](index=197&type=chunk) - Revenues from fees (SMR) surged by **151.3%** to **$12.9 million**, while revenues from underwriting modeling (ICE) increased by **29.8%** to **$4.4 million**[196](index=196&type=chunk) - Cost of revenues increased by **$3.7 million** to **$5.7 million**, primarily due to higher captive management fees related to new products and channels[199](index=199&type=chunk)[200](index=200&type=chunk) - General and administrative expenses rose by **$3.2 million** to **$7.0 million**, mainly due to **$1.4 million** in public company costs and **$0.6 million** in stock-based compensation[202](index=202&type=chunk)[205](index=205&type=chunk) - Research and development expenses decreased by **$0.4 million** to **$1.1 million**, primarily due to the capitalization of development costs for eDIYBS 3.0[206](index=206&type=chunk)[207](index=207&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) - The company primarily funds its operations through cash from operating activities, short-term loans, and its IPO completed in December 2024[211](index=211&type=chunk) - Cash and cash equivalents increased to **$8,138,166** as of June 30, 2025, from **$7,849,248** as of December 31, 2024[175](index=175&type=chunk) - Net cash provided by operating activities increased by **$1.4 million** to **$2.0 million** for the six months ended June 30, 2025, driven by revenue growth and accounts receivable system automation[214](index=214&type=chunk) - Cash used in investing activities increased by **$1.4 million** to **$1.6 million** for the six months ended June 30, 2025, primarily due to continued investment in internal-use software development[216](index=216&type=chunk) - The company believes that cash generated from operating activities will allow it to continue as a going concern for at least twelve months from the report date[212](index=212&type=chunk) [Contractual Obligations and Commitments](index=45&type=section&id=Contractual%20Obligations%20and%20Commitments) - The company's principal commitments consist of obligations under its non-cancellable operating lease for its office[218](index=218&type=chunk) Contractual Obligations (as of June 30, 2025) | Type | Total | Less than 1 year | 1 – 3 years | 3 – 5 years | More than 5 years | | :------------------------ | :------ | :--------------- | :---------- | :---------- | :---------------- | | Operating lease obligations | $194,703 | $85,046 | $109,657 | — | — | [Recent Accounting Pronouncements](index=45&type=section&id=Recent%20Accounting%20Pronouncements) - The company is assessing the potential impact of ASU 2023-09 (Income Taxes), which enhances income tax disclosures and is applicable for the Annual Report on Form 10-K for the year ending December 31, 2025[102](index=102&type=chunk)[220](index=220&type=chunk) - The company is also assessing ASU 2024-03 (Expense Disaggregation Disclosures), which calls for enhanced disclosures about income statement expense captions and is effective for fiscal years beginning after December 15, 2026[104](index=104&type=chunk)[221](index=221&type=chunk) [JOBS Act](index=46&type=section&id=JOBS%20Act) - As an emerging growth company (EGC) under the JOBS Act, the company has elected to use the extended transition period for complying with new or revised accounting standards[223](index=223&type=chunk) - The company will remain an EGC until the earlier of (1) the last day of the fiscal year following the fifth anniversary of its IPO, (2) total annual gross revenue of at least **$1.235 billion**, (3) being deemed a large accelerated filer, or (4) issuing more than **$1.0 billion** in non-convertible debt securities during the prior three-year period[224](index=224&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Health In Tech is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and is therefore not required to provide information regarding quantitative and qualitative disclosures about market risk[225](index=225&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the Chief Executive Officer and Chief Financial Officer, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the period - Management, including the Certifying Officers (CEO and CFO), evaluated the effectiveness of the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025[227](index=227&type=chunk) - There were no changes in internal control over financial reporting during the period ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[228](index=228&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=46&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Disclosure controls and procedures are designed to ensure that information required for SEC reports is recorded, processed, summarized, and reported timely[226](index=226&type=chunk) - Based on management's evaluation, the disclosure controls and procedures were effective as of June 30, 2025[227](index=227&type=chunk) [Changes in Internal Control over Financial Reporting](index=46&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 period ended June 30, 2025, that materially affected or are reasonably likely to materially affect it[228](index=228&type=chunk) [PART II. OTHER INFORMATION](index=47&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings, though it may be involved in incidental litigation in the ordinary course of business - The company is not presently a party to any legal proceedings whose resolution would have a material adverse effect on its business, prospects, financial condition, liquidity, results of operation, cash flows, or capital levels[230](index=230&type=chunk) - The company may be involved in legal proceedings or subject to claims incidental to the ordinary course of business, which could have an adverse impact due to defense and settlement costs or diversion of resources[230](index=230&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) This section refers readers to the 'Risk Factors' discussed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent SEC filings - Risk factors that may affect the company's business and financial results are discussed in Item 1A 'Risk Factors' of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent SEC filings[231](index=231&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On May 9, 2025, the company granted 1,250,000 shares of Class A Common Stock to Forza Business Development, LLC, for 24-month consulting services under its 2024 Plan, exempt from registration requirements - On May 9, 2025, the company granted **1,250,000 shares of Class A Common Stock** to third-party Forza Business Development, LLC, in exchange for its non-terminable 24-month consulting services[232](index=232&type=chunk) - These grants were made pursuant to the company's 2024 Plan and were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act[232](index=232&type=chunk) - There were no proceeds from unregistered sales of equity securities and no issuer purchases of equity securities[233](index=233&type=chunk)[234](index=234&type=chunk) [Item 3. Defaults Upon Senior Securities](index=47&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - The company reported no defaults upon senior securities[235](index=235&type=chunk) [Item 4. Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[236](index=236&type=chunk) [Item 5. Other Information](index=47&type=section&id=Item%205.%20Other%20Information) No other information is reported under this item - No other information is reported under this item[237](index=237&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including organizational documents, certifications of principal executive and financial officers, and Inline XBRL documents - The exhibits include the Second Amended and Restated Articles of Incorporation, Third Amended and Restated Bylaws, Certifications of Principal Executive Officer and Principal Financial Officer (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act), and Inline XBRL documents[238](index=238&type=chunk) [Signatures](index=49&type=section&id=Signatures) The report is signed by the Chief Executive Officer (Tim Johnson) and Chief Financial Officer (LinLin Qian) of Health In Tech, Inc. on August 8, 2025 - The report is signed by Tim Johnson, Chief Executive Officer (Principal Executive Officer), and LinLin Qian, Chief Financial Officer (Principal Financial and Accounting Officer)[244](index=244&type=chunk) - The signing date for both officers is August 8, 2025[244](index=244&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Commission file number: 001-42436 MOUNTAIN LAKE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 98-1796213 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | 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 R ...

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: 001-42436 MOUNTAIN LAKE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 98-1796213 | | --- | --- | | ...

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 number: 001-33638 INTERNATIONAL TOWER HILL MINES LTD. (Exact Name of Registrant as Specified in its Charter) | British Columbia, Cana ...

(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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Address of principal executive offices) (347) 316-8312 (Issuer's telephone number) For the transition period from to Securities registered pursuant to Section 12(b) of the Act: Commission file number: ...

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: 001-42578 SIDDHI ACQUISITION CORP (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction of inco ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the unaudited interim financial statements and management's analysis for Yorkville Acquisition Corp [Item 1. Interim Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements%20(unaudited).) Presents unaudited condensed financial statements and explanatory notes for Yorkville Acquisition Corp. from inception through March 31, 2025 [Unaudited Condensed Balance Sheet as of March 31, 2025](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheet%20as%20of%20March%2031%2C%202025) Presents the company's financial position, including assets, liabilities, and shareholder's deficit, as of March 31, 2025 | ASSETS | | | :--- | :--- | | Current asset – prepaid expenses | $12,238 | | Deferred offering costs | $142,376 | | **TOTAL ASSETS** | **$154,614** | | LIABILITIES AND SHAREHOLDER'S DEFICIT | | | Current liabilities: | | | Accrued offering costs | $142,376 | | Accrued expenses | $14,387 | | Accounts payable | $3,275 | | **Total Liabilities** | **$160,038** | | Shareholder's Deficit: | | | Class B ordinary shares | $575 | | Additional paid-in capital | $24,425 | | Accumulated deficit | $(30,424) | | **Total Shareholder's Deficit** | **$(5,424)** | | **Total Liabilities and Shareholder's Equity** | **$154,614** | [Unaudited Condensed Statement of Operations for the period from March 3, 2025 (inception) through March 31, 2025](index=5&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations%20for%20the%20period%20from%20March%203%2C%202025%20(inception)%20through%20March%2031%2C%202025) Details the company's net loss and loss per share for the period from inception through March 31, 2025 | Item | Amount | | :--- | :--- | | Formation, general and administrative expenses | $30,424 | | **Net loss** | **$(30,424)** | | Weighted average shares outstanding, basic and diluted | 5,000,000 | | Basic and diluted net loss per ordinary share | $(0.01) | [Unaudited Condensed Statement of Changes in Shareholder's Deficit for the period from March 3, 2025 (inception) through March 31, 2025](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Shareholder%27s%20Deficit%20for%20the%20period%20from%20March%203%2C%202025%20(inception)%20through%20March%2031%2C%202025) Outlines changes in shareholder's deficit, including share issuance and net loss, from inception through March 31, 2025 | Item | Class B Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Total Shareholder's Deficit | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of March 3, 2025 (inception) | — | $— | $— | $— | $— | | Issuance of Class B ordinary shares to Sponsor | 5,750,000 | $575 | $24,425 | — | $25,000 | | Net loss | — | — | — | $(30,424) | $(30,424) | | **Balance as of March 31, 2025** | **5,750,000** | **$575** | **$24,425** | **$(30,424)** | **$(5,424)** | [Unaudited Condensed Statement of Cash Flows for the period from March 3, 2025 (inception) through March 31, 2025](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows%20for%20the%20period%20from%20March%203%2C%202025%20(inception)%20through%20March%2031%2C%202025) Presents cash flows from operating activities and non-cash transactions from inception through March 31, 2025 | Cash Flows from Operating Activities: | | | :--- | :--- | | Net loss | $(30,424) | | Adjustments to reconcile net loss to net cash used in operating activities: | | | Formation, general and administrative costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $12,762 | | Changes in operating assets and liabilities: | | | Accrued expenses | $14,387 | | Accounts payable | $3,275 | | **Net cash used in operating activities** | **$—** | | Net change in cash | $— | | Cash – beginning of period | $— | | **Cash – end of period** | **$—** | | Supplemental disclosure of non-cash investing and financing activities: | | | Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | $12,238 | | Deferred offering costs included in accrued offering costs | $142,376 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Provides detailed explanations of the company's accounting policies, IPO, private placement, and related party transactions [Note 1 — Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) Describes the company's formation, purpose as a blank check company, and post-IPO trust account details - Yorkville Acquisition Corp. is a blank check company incorporated on March 3, 2025, for the purpose of effecting a business combination, and had not commenced operations as of March 31, 2025[26](index=26&type=chunk)[27](index=27&type=chunk) - On June 30, 2025, the company consummated its Initial Public Offering (IPO) of **17,250,000 units at $10.00 per unit**, generating gross proceeds of **$172,500,000**, including the full exercise of the over-allotment option, and simultaneously sold **351,825 private placement units** to the Sponsor for **$3,518,250**[28](index=28&type=chunk)[29](index=29&type=chunk) - Following the IPO, **$173,362,500 ($10.05 per unit)** was placed in a Trust Account, to be invested in U.S. government treasury obligations or money market funds, and will not be released until a business combination or redemption of public shares[32](index=32&type=chunk) - The company had **no cash** and a working capital deficit of **$147,800** as of March 31, 2025, with liquidity needs prior to the IPO met by **$25,000** from the Sponsor and a promissory note of up to **$300,000**, which was repaid on July 2, 2025[36](index=36&type=chunk) [Note 2 — Significant Accounting Policies](index=10&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) Outlines the accounting principles and policies applied in preparing the interim financial statements - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC rules, with certain disclosures condensed or omitted[37](index=37&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, which may affect comparability with other public companies[40](index=40&type=chunk)[42](index=42&type=chunk) - Deferred offering costs, primarily professional and registration fees related to the IPO, amounted to **$142,376** as of March 31, 2025[46](index=46&type=chunk) - The Company adopted ASU 2023-07, 'Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,' on March 3, 2025, its inception date[56](index=56&type=chunk) [Note 3 — Initial Public Offering](index=14&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) Details the terms and structure of the company's Initial Public Offering, including units, shares, and warrants - The IPO involved the sale of **17,250,000 units at $10.00 each**, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, exercisable at **$11.50 per share**[58](index=58&type=chunk) - Public Warrants cannot be exercised until the later of 12 months from the IPO closing or 30 days after the initial Business Combination, and expire five years after the Business Combination[59](index=59&type=chunk) - The Company may redeem outstanding Public Warrants if the Class A ordinary share price equals or exceeds **$18.00** for 20 trading days within a 30-trading day period, subject to a 30-day prior written notice[63](index=63&type=chunk)[67](index=67&type=chunk) [Note 4 — Private Placement](index=16&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) Describes the private placement of units to the Sponsor, including terms for shares and warrants - The Sponsor purchased **351,825 Private Placement Units at $10.00 per unit**, totaling **$3,518,250**, with each unit including one Private Placement Share and one-third of one Private Placement Warrant[64](index=64&type=chunk) - Private Placement Warrants are non-redeemable and subject to transfer restrictions, but may be exercised on a cashless basis by the Sponsor or permitted transferees[65](index=65&type=chunk) - The Sponsor, officers, and directors have waived redemption rights for their shares in connection with a business combination and liquidating distributions from the Trust Account if a business combination is not completed within the Completion Window[66](index=66&type=chunk) [Note 5 — Segment Information](index=17&type=section&id=Note%205%20%E2%80%94%20Segment%20Information) States that the company operates as a single reporting segment, with the CFO as the Chief Operating Decision Maker - The Company has determined it has only one reporting segment, with the Chief Financial Officer identified as the Chief Operating Decision Maker (CODM)[69](index=69&type=chunk) - The CODM reviews total assets, net income or loss, and formation, general and administrative expenses to assess performance and allocate resources[70](index=70&type=chunk) [Note 6 — Related Party Transactions](index=17&type=section&id=Note%206%20%E2%80%94%20Related%20Party%20Transactions) Details transactions with the Sponsor, including issuance of Founder Shares and promissory notes - On March 5, 2025, the Company issued **5,750,000 Class B ordinary shares (Founder Shares)** to the Sponsor for **$25,000**, which were subject to forfeiture if the over-allotment option was not fully exercised, which it was on June 30, 2025[71](index=71&type=chunk) - Founder Shares automatically convert into Class A ordinary shares upon the initial Business Combination and are subject to certain transfer restrictions[72](index=72&type=chunk)[73](index=73&type=chunk) - The Sponsor agreed to loan the Company up to **$300,000** via a non-interest bearing promissory note to cover IPO expenses, which was repaid on July 2, 2025, with no borrowings made as of March 31, 2025[74](index=74&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans or Extension Loans, which may be convertible into private placement-equivalent units[75](index=75&type=chunk)[76](index=76&type=chunk) [Note 7 — Commitments and Contingencies](index=19&type=section&id=Note%207%20%E2%80%94%20Commitments%20and%20Contingencies) Addresses potential impacts of geopolitical instability, registration rights, and underwriting fees - Geopolitical instability from ongoing wars (Russia-Ukraine, Israel-Hamas) could lead to market disruptions and adversely affect the Company's search for a business combination[77](index=77&type=chunk)[78](index=78&type=chunk) - Holders of Founder Shares, placement units, Working Capital Units, and Extension Units have registration rights for their securities[79](index=79&type=chunk) - Underwriters were paid a cash underwriting discount of **$1,155,750** and are entitled to a deferred fee of **$5,175,000**, payable upon completion of a Business Combination[81](index=81&type=chunk) - The Company issued **229,425 Class A ordinary shares (Representative Shares)** to Clear Street and/or its designees as an IPO expense, subject to transfer restrictions and waiver of redemption/liquidation rights[82](index=82&type=chunk) [Note 8 — Shareholder's Deficit](index=20&type=section&id=Note%208%20%E2%80%94%20Shareholder%27s%20Deficit) Outlines the authorized and issued share capital, including Class A and Class B ordinary shares - The Company is authorized to issue **1,000,000 preference shares** and **200,000,000 Class A ordinary shares**, with none issued or outstanding as of March 31, 2025[83](index=83&type=chunk) - **5,750,000 Class B ordinary shares** were issued to the Sponsor, which will automatically convert to Class A ordinary shares upon the initial Business Combination, subject to adjustment[84](index=84&type=chunk)[85](index=85&type=chunk) - Prior to a business combination, only Class B ordinary shareholders have voting rights on director appointments/removals and continuation in other jurisdictions[86](index=86&type=chunk) [Note 9 — Subsequent Events](index=21&type=section&id=Note%209%20%E2%80%94%20Subsequent%20Events) Reports significant events occurring after the balance sheet date, including IPO and private placement completion - On June 30, 2025, the Company completed its IPO, raising **$172,500,000** gross proceeds, and a private placement, raising **$3,518,250** gross proceeds[88](index=88&type=chunk) - A cash underwriting discount of **$1,155,750** was paid on June 30, 2025[89](index=89&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's analysis of financial condition and operations, covering blank check status, IPO, private placement, liquidity, and going concern [Special Note Regarding Forward-Looking Statements](index=22&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) Warns that the report contains forward-looking statements subject to risks and uncertainties - The report contains forward-looking statements that involve risks and uncertainties, and actual results may differ materially from expectations[91](index=91&type=chunk) [Overview](index=22&type=section&id=Overview) Provides a brief introduction to Yorkville Acquisition Corp. as a blank check company and its recent IPO activities - Yorkville Acquisition Corp. is a blank check company formed on March 3, 2025, to effect a business combination[92](index=92&type=chunk) - The company consummated its IPO of **17,250,000 units** and a private placement of **351,825 units** on June 30, 2025, generating gross proceeds of **$172,500,000** and **$3,518,250**, respectively[93](index=93&type=chunk) - Following the IPO and private placement, **$173,362,500** was placed in a U.S.-based Trust Account[94](index=94&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Summarizes the company's operational activities and net loss for the period from inception through March 31, 2025 - As of March 31, 2025, the company had not commenced operations, with all activity related to its formation and IPO preparation[95](index=95&type=chunk) | Item | Amount | | :--- | :--- | | Net loss (March 3, 2025 - March 31, 2025) | $(30,424) | | Comprised of | Formation, general and administrative expenses | [Liquidity, Capital Resources and Going Concern](index=23&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) Discusses the company's cash position, capital resources, and assessment of its ability to continue as a going concern - As of March 31, 2025, the company had **no cash** and a working capital deficit of **$147,800**[97](index=97&type=chunk) - Post-IPO, **$173,362,500** was placed in the Trust Account, intended for the initial business combination, with funds outside the Trust Account used for identifying and evaluating target businesses[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - The company expects to incur significant costs related to identifying and negotiating a target business, raising substantial doubt about its ability to continue as a going concern within one year[103](index=103&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) Identifies the company's contractual obligations, primarily deferred underwriting discounts - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of March 1, 2025[104](index=104&type=chunk) - Underwriters are entitled to a deferred underwriting discount of **$5,175,000**, payable upon completion of an initial business combination[104](index=104&type=chunk) [Critical Accounting Estimates](index=24&type=section&id=Critical%20Accounting%20Estimates) States that no critical accounting estimates were identified as of March 31, 2025 - No critical accounting estimates were identified as of March 31, 2025[105](index=105&type=chunk) [Recent Accounting Pronouncements](index=24&type=section&id=Recent%20Accounting%20Pronouncements) Notes the adoption of ASU 2023-07 and its immaterial impact on financial statements - The company adopted ASU 2023-07, 'Segment Reporting (Topic 280),' on March 3, 2025, which did not have a material impact on its financial statements[106](index=106&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required for smaller reporting companies, and thus no disclosures are provided - Disclosures about market risk are not required for smaller reporting companies[109](index=109&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the effectiveness of the company's disclosure controls and procedures as of March 31, 2025, concluding they were effective, and reported no material changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=25&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management assessed the effectiveness of disclosure controls and procedures as of March 31, 2025 - Management concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2025[111](index=111&type=chunk) [Changes in Internal Control over Financial Reporting](index=25&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Reports no material changes in internal control over financial reporting during the quarter ended March 31, 2025 - There were no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting during the quarter ended March 31, 2025[112](index=112&type=chunk) [PART II - OTHER INFORMATION](index=26&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[114](index=114&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) The company refers to the Risk Factors section of its final prospectus for the Initial Public Offering and states that there have been no material changes to these factors during the 2025 fiscal year - No material changes occurred during the 2025 fiscal year to the risk factors included in the final prospectus for the Initial Public Offering[114](index=114&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company reported no unregistered sales of equity securities or use of proceeds - There were no unregistered sales of equity securities or use of proceeds[115](index=115&type=chunk) [Item 3. Defaults Upon Senior Securities](index=26&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were no defaults upon senior securities[115](index=115&type=chunk) [Item 4. Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[116](index=116&type=chunk) [Item 5. Other Information](index=26&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report[117](index=117&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the principal executive and financial officers and XBRL-related documents | Exhibit No. | Description | | :--- | :--- | | 31.1 | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2 | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 101.INS | Inline XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | [PART III - SIGNATURES](index=28&type=section&id=PART%20III%20-%20SIGNATURES) This section contains the official signatures for the report [SIGNATURES](index=28&type=section&id=SIGNATURES) The report is duly signed on behalf of Yorkville Acquisition Corp. by Michael Rosselli, Chief Financial Officer, on August 8, 2025 - The report was signed by Michael Rosselli, Chief Financial Officer, on August 8, 2025[121](index=121&type=chunk)

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Interim Financial Statements (unaudited).](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements%20(unaudited).) This section presents Yorkville Acquisition Corp.'s unaudited condensed financial statements from inception to March 31, 2025 [Unaudited Condensed Balance Sheet as of March 31, 2025](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheet%20as%20of%20March%2031%2C%202025) Presents the company's financial position as of March 31, 2025, detailing assets, liabilities, and a shareholder's deficit Unaudited Condensed Balance Sheet as of March 31, 2025 | ASSETS | | | :--- | :--- | | Current asset – prepaid expenses | $ 12,238 | | Deferred offering costs | 142,376 | | **TOTAL ASSETS** | **$ 154,614** | | LIABILITIES AND SHAREHOLDER'S DEFICIT | | | Current liabilities: | | | Accrued offering costs | $ 142,376 | | Accrued expenses | 14,387 | | Accounts payable | 3,275 | | **Total Liabilities** | **160,038** | | Shareholder's Deficit | | | Class B ordinary shares | 575 | | Additional paid-in capital | 24,425 | | Accumulated deficit | (30,424) | | **Total Shareholder's Deficit** | **(5,424)** | | **Total Liabilities and Shareholder's Equity** | **$ 154,614** | [Unaudited Condensed Statement of Operations for the period from March 3, 2025 (inception) through March 31, 2025](index=5&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations%20for%20the%20period%20from%20March%203%2C%202025%20(inception)%20through%20March%2031%2C%202025) Details financial performance from inception to March 31, 2025, reporting a net loss of $(30,424) and $(0.01) per share Net Loss (Inception through March 31, 2025) | Metric | Amount | | :--- | :--- | | Formation, general and administrative expenses | $ 30,424 | | Net loss | (30,424) | | Weighted average shares outstanding, basic and diluted | 5,000,000 | | Basic and diluted net loss per ordinary share | $ (0.01) | [Unaudited Condensed Statement of Changes in Shareholder's Deficit for the period from March 3, 2025 (inception) through March 31, 2025](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Shareholder%27s%20Deficit%20for%20the%20period%20from%20March%203%2C%202025%20(inception)%20through%20March%2031%2C%202025) Outlines changes in shareholder's deficit from inception to March 31, 2025, resulting in a total deficit of $(5,424) Unaudited Condensed Statement of Changes in Shareholder's Deficit for the period from March 3, 2025 (inception) through March 31, 2025 | Item | Class B Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Total Shareholder's Deficit | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of March 3, 2025 (inception) | — | $ — | $ — | $ — | $ — | | Issuance of Class B ordinary shares to Sponsor | 5,750,000 | 575 | 24,425 | — | 25,000 | | Net loss | — | — | — | (30,424) | (30,424) | | Balance as of March 31, 2025 | 5,750,000 | $ 575 | $ 24,425 | $ (30,424) | $ (5,424) | [Unaudited Condensed Statement of Cash Flows for the period from March 3, 2025 (inception) through March 31, 2025](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows%20for%20the%20period%20from%20March%203%2C%202025%20(inception)%20through%20March%2031%2C%202025) Reports cash flow activities from inception to March 31, 2025, showing no net cash used in operations and zero cash balance Unaudited Condensed Statement of Cash Flows for the period from March 3, 2025 (inception) through March 31, 2025 | Cash Flows from Operating Activities: | | | :--- | :--- | | Net loss | $ (30,424) | | Adjustments to reconcile net loss to net cash used in operating activities: | | | Formation, general and administrative costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 12,762 | | Changes in operating assets and liabilities: | | | Accrued expenses | 14,387 | | Accounts payable | 3,275 | | Net cash used in operating activities | — | | Net change in cash | — | | Cash – beginning of period | — | | Cash – end of period | $ — | | Supplemental disclosure of non-cash investing and financing activities: | | | Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 12,238 | | Deferred offering costs included in accrued offering costs | $ 142,376 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Provides detailed explanations for the unaudited condensed financial statements, covering organization, policies, IPO, and related notes [Note 1 — Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) Yorkville Acquisition Corp. is a blank check company incorporated on March 3, 2025, for a business combination - Yorkville Acquisition Corp. is a blank check company incorporated on March 3, 2025, to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination[26](index=26&type=chunk) Initial Public Offering and Private Placement Details | Event | Date | Units Sold | Price Per Unit | Gross Proceeds | | :--- | :--- | :--- | :--- | :--- | | Initial Public Offering | June 30, 2025 | 17,250,000 | $10.00 | $172,500,000 | | Private Placement | June 30, 2025 | 351,825 | $10.00 | $3,518,250 | - Following the IPO and private placement, **$173,362,500** ($10.05 per Unit) was placed in a Trust Account[32](index=32&type=chunk) [Note 2 — Significant Accounting Policies](index=10&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) Outlines accounting principles, including GAAP compliance, emerging growth company status, estimates, and fair value measurements - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC rules[37](index=37&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[40](index=40&type=chunk)[42](index=42&type=chunk) Key Financial Policy Data | Item | Value (as of March 31, 2025) | | :--- | :--- | | Cash and Cash Equivalents | $0 | | Deferred Offering Costs | $142,376 | | Net Loss Per Ordinary Share (Basic and Diluted) | Same, as no dilutive securities | | Income Tax Provision | $0 (Cayman Islands exempted company) | - The Company adopted ASU 2023-07, 'Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,' on March 3, 2025, its inception date[56](index=56&type=chunk) [Note 3 — Initial Public Offering](index=14&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) Details IPO terms, including sale of 17,250,000 units at $10.00 each, warrant structure, and redemption conditions - The Company sold **17,250,000 Units** at **$10.00 per Unit** in its Initial Public Offering, including the full exercise of the underwriters' over-allotment option[58](index=58&type=chunk) - Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A ordinary share at **$11.50**[58](index=58&type=chunk)[59](index=59&type=chunk) - Public Warrants become exercisable at the later of 12 months from closing or 30 days after the initial Business Combination, and expire five years after the Business Combination, or earlier upon redemption or liquidation[58](index=58&type=chunk)[59](index=59&type=chunk) - The Company may redeem outstanding Public Warrants if the closing price of Class A ordinary shares equals or exceeds **$18.00 per share** for any 20 trading days within a 30-trading day period, commencing at least 30 days after the Business Combination[63](index=63&type=chunk)[67](index=67&type=chunk) [Note 4 — Private Placement](index=16&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) Describes private placement where Sponsor purchased 351,825 units at $10.00 each, with specific warrant restrictions - The Sponsor purchased **351,825 Private Placement Units** at **$10.00 per unit**, totaling **$3,518,250**[64](index=64&type=chunk) - Private Placement Warrants are non-redeemable, subject to transfer restrictions, may be exercised on a cashless basis, and are entitled to registration rights, as long as held by the Sponsor or permitted transferees[65](index=65&type=chunk) - The Sponsor, officers, and directors waived redemption rights for their shares in connection with a business combination and rights to liquidating distributions from the Trust Account for Founder Shares and Private Placement Shares if a business combination is not completed within the Completion Window[66](index=66&type=chunk) [Note 5 — Segment Information](index=17&type=section&id=Note%205%20%E2%80%94%20Segment%20Information) States the company operates as a single reporting segment, with the CFO as CODM, focusing on administrative expenses - The Company has only one reporting segment, and its Chief Financial Officer is identified as the Chief Operating Decision Maker (CODM)[69](index=69&type=chunk) - The CODM assesses performance and allocates resources based on net income or loss and total assets, with a focus on formation, general, and administrative expenses[70](index=70&type=chunk) Key Segment Metrics Reviewed by CODM (as of March 31, 2025) | Metric | Amount | | :--- | :--- | | Deferred offering costs | $142,376 | | Formation, general and administrative expenses | $30,424 | | Net Loss | $(30,424) | [Note 6 — Related Party Transactions](index=17&type=section&id=Note%206%20%E2%80%94%20Related%20Party%20Transactions) Details related party transactions, including Founder Shares issuance to Sponsor and potential future loans - On March 5, 2025, the Company issued **5,750,000 Class B ordinary shares** (Founder Shares) to the Sponsor for **$25,000**[71](index=71&type=chunk) - The Founder Shares were subject to forfeiture if the underwriters' over-allotment option was not fully exercised; the option was fully exercised on June 30, 2025, so no shares were forfeited[71](index=71&type=chunk)[11](index=11&type=chunk) - The Sponsor agreed to loan the Company up to **$300,000** under a non-interest bearing, unsecured promissory note to cover IPO expenses[74](index=74&type=chunk) - Potential future Working Capital Loans and Extension Loans from the Sponsor or affiliates may be convertible into private placement-equivalent units[75](index=75&type=chunk)[76](index=76&type=chunk) [Note 7 — Commitments and Contingencies](index=19&type=section&id=Note%207%20%E2%80%94%20Commitments%20and%20Contingencies) Discusses geopolitical risks, registration rights, and deferred underwriting fees related to the IPO - Geopolitical instability from ongoing wars (Russia-Ukraine, Israel-Hamas) could adversely affect the Company's search for an initial Business Combination[77](index=77&type=chunk)[78](index=78&type=chunk) - Holders of Founder Shares, placement units, Working Capital Units, and Extension Units have registration rights for their securities[79](index=79&type=chunk) - The underwriters are entitled to a deferred fee of **$5,175,000**, payable from the Trust Account upon completion of a Business Combination[81](index=81&type=chunk) - The Company issued **229,425 Class A ordinary shares** (Representative Shares) to Clear Street and/or its designees as an IPO expense, subject to transfer restrictions and waiver of redemption/liquidation rights[82](index=82&type=chunk) [Note 8 — Shareholder's Deficit](index=20&type=section&id=Note%208%20%E2%80%94%20Shareholder%27s%20Deficit) Details authorized and outstanding share capital, including Class B shares issued to Sponsor and conversion mechanisms Authorized and Issued Share Capital (as of March 31, 2025) | Share Class | Authorized Shares | Issued/Outstanding Shares | | :--- | :--- | :--- | | Preference Shares | 1,000,000 | None | | Class A Ordinary Shares | 200,000,000 | None | | Class B Ordinary Shares | 20,000,000 | 5,750,000 | - Class B ordinary shares automatically convert into Class A ordinary shares upon the consummation of the initial Business Combination, subject to adjustment to maintain **25% ownership** of outstanding ordinary shares post-IPO[85](index=85&type=chunk) - Prior to the initial Business Combination, only holders of Class B ordinary shares have the right to vote on the appointment and removal of directors and on continuing the Company in a jurisdiction outside the Cayman Islands[86](index=86&type=chunk) [Note 9 — Subsequent Events](index=21&type=section&id=Note%209%20%E2%80%94%20Subsequent%20Events) Discloses post-March 31, 2025 events, including IPO consummation, private placement, and underwriting discount payment - On June 30, 2025, the Company consummated its Initial Public Offering, selling **17,250,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$172,500,000**[88](index=88&type=chunk) - Simultaneously, the Company completed a private placement of **351,825 units** at **$10.00 per unit**, generating gross proceeds of **$3,518,250**[88](index=88&type=chunk) - A cash underwriting discount of **$1,155,750** was paid on June 30, 2025[89](index=89&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's perspective on financial condition and results, detailing IPO proceeds, net loss, liquidity, and going concern [Special Note Regarding Forward-Looking Statements](index=22&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) Warns that the report contains forward-looking statements subject to risks, advising reference to the Risk Factors section - This Quarterly Report includes forward-looking statements that involve risks and uncertainties, which could cause actual results to differ materially[91](index=91&type=chunk) - Readers should refer to the Risk Factors section of the Company's final prospectus for its Initial Public Offering for information identifying important factors[91](index=91&type=chunk) [Overview](index=22&type=section&id=Overview) Reaffirms the company's purpose as a blank check company, outlining funding sources and amounts placed in the Trust Account - Yorkville Acquisition Corp. is a blank check company formed to effect a business combination[92](index=92&type=chunk) IPO and Private Placement Proceeds | Event | Gross Proceeds | | :--- | :--- | | Initial Public Offering | $172,500,000 | | Private Placement | $3,518,250 | - Upon closing, **$173,362,500** ($10.05 per Unit) from the net proceeds was placed in a U.S.-based Trust Account[94](index=94&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) States no operations as of March 31, 2025, reporting a net loss of $30,424 from formation and administrative expenses - As of March 31, 2025, the Company had not commenced any operations; all activity related to formation and IPO preparation[95](index=95&type=chunk) Net Loss (Inception through March 31, 2025) | Metric | Amount | | :--- | :--- | | Net loss | $(30,424) | | Consisted of | Formation, general and administrative expenses | [Liquidity, Capital Resources and Going Concern](index=23&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) Discusses liquidity, working capital deficit, Trust Account use, and substantial doubt about going concern prior to a business combination Liquidity and Capital Resources (as of March 31, 2025) | Metric | Amount | | :--- | :--- | | Cash | $0 | | Working Capital Deficit | $(147,800) | - Following the IPO and private placement, **$173,362,500** was placed in the Trust Account, primarily for the initial business combination[99](index=99&type=chunk)[100](index=100&type=chunk) - The Company expects to incur significant costs for identifying and negotiating a target business, raising substantial doubt about its ability to continue as a going concern prior to an initial business combination[103](index=103&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) States no long-term debt or liabilities, with a primary obligation being a $5,175,000 deferred underwriting discount - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of March 1, 2025[104](index=104&type=chunk) - The underwriters are entitled to a deferred underwriting discount of **$5,175,000**, payable upon completion of an initial business combination[104](index=104&type=chunk) [Critical Accounting Estimates](index=24&type=section&id=Critical%20Accounting%20Estimates) Management has not identified any critical accounting estimates as of March 31, 2025 - The Company has not identified any critical accounting estimates as of March 31, 2025[105](index=105&type=chunk) [Recent Accounting Pronouncements](index=24&type=section&id=Recent%20Accounting%20Pronouncements) Company adopted ASU 2023-07 with no material impact; other pronouncements are not expected to have a material effect - The Company adopted ASU 2023-07 on March 3, 2025, which did not have a material impact on its financial statements[106](index=106&type=chunk) - Management does not believe any other recently issued, but not yet effective, accounting pronouncements would have a material effect[108](index=108&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required for smaller reporting companies, thus no disclosures are provided - This item is not required for smaller reporting companies[109](index=109&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated disclosure controls and procedures as effective; no material changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=25&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2025 - Management concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2025[111](index=111&type=chunk) [Changes in Internal Control over Financial Reporting](index=25&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the quarter ended March 31, 2025 - There were no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting during the quarter ended March 31, 2025[112](index=112&type=chunk) [PART II - OTHER INFORMATION](index=26&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - The Company reported no legal proceedings[114](index=114&type=chunk) [Item 1.A. Risk Factors](index=26&type=section&id=Item%201.A.%20Risk%20Factors) Refers to the Risk Factors section in the final prospectus, noting no material changes during the 2025 fiscal year - Readers should carefully consider the factors discussed in the Risk Factors section of the final prospectus for the Initial Public Offering[114](index=114&type=chunk) - There have been no material changes during the 2025 fiscal year to the risk factors included in the final prospectus[114](index=114&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company reported no unregistered sales of equity securities or use of proceeds - The Company reported no unregistered sales of equity securities and no use of proceeds[115](index=115&type=chunk) [Item 3. Defaults Upon Senior Securities](index=26&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - The Company reported no defaults upon senior securities[115](index=115&type=chunk) [Item 4. Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the Company[116](index=116&type=chunk) [Item 5. Other Information](index=26&type=section&id=Item%205.%20Other%20Information) The company reported no other information - The Company reported no other information[117](index=117&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206.%20Exhibits) Lists the exhibits filed with the Form 10-Q, including certifications, XBRL documents, and the interactive data file Exhibits Filed | Exhibit No. | Description | | :--- | :--- | | 31.1 | Certification of Principal Executive Officer | | 31.2 | Certification of Principal Financial Officer | | 32 | Certification Pursuant to 18 U.S.C. Section 1350 | | 101.INS | Inline XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File | [PART III - SIGNATURES](index=28&type=section&id=PART%20III%20-%20SIGNATURES) [SIGNATURES](index=28&type=section&id=SIGNATURES) The report is duly signed by Michael Rosselli, CFO of Yorkville Acquisition Corp., on August 8, 2025 - The report was signed by Michael Rosselli, Chief Financial Officer (Principal Financial and Accounting Officer) of Yorkville Acquisition Corp[121](index=121&type=chunk) - The report was dated August 8, 2025[121](index=121&type=chunk)

[Executive Summary](index=1&type=section&id=Executive%20Summary) Red Violet achieved strong Q2 2025 financial results, marked by significant revenue growth, improved profitability, and robust customer acquisition across its key platforms [Q2 2025 Financial and Operational Highlights](index=1&type=section&id=Q2%202025%20Financial%20and%20Operational%20Highlights) Red Violet achieved strong Q2 2025 financial results, marked by significant revenue growth, improved profitability, and robust customer acquisition across its key platforms Financial Highlights (in thousands) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change (%) | | :-------------------------------- | :--------------------- | :--------------------- | :--------- | | Total Revenue | $21,774 | $19,056 | +14% | | Gross Profit | $15,678 | $13,279 | +18% | | Gross Margin | 72% | 70% | +2 pp | | Adjusted Gross Profit | $18,238 | $15,601 | +17% | | Adjusted Gross Margin | 84% | 82% | +2 pp | | Net Income | $2,686 | $2,637 | +2% | | Net Income Margin | 12% | 14% | -2 pp | | Basic EPS | $0.19 | $0.19 | 0% | | Diluted EPS | $0.18 | $0.19 | -5% | | Adjusted EBITDA | $7,600 | $6,811 | +12% | | Adjusted EBITDA Margin | 35% | 36% | -1 pp | | Adjusted Net Income | $4,117 | $3,891 | +6% | | Adjusted Basic EPS | $0.29 | $0.28 | +4% | | Adjusted Diluted EPS | $0.28 | $0.28 | 0% | | Net Cash from Operations | $7,487 | $5,717 | +31% | | Cash & Cash Equivalents (as of June 30) | $38,848 | $30,943 | +25.5% | - Added **308 customers** to IDI™ during Q2 2025, ending the quarter with **9,549 customers**[5](index=5&type=chunk) - Added **21,335 users** to FOREWARN® during Q2 2025, ending the quarter with **346,671 users**[5](index=5&type=chunk) - Continued to win higher-tier customers at an accelerated pace, with total customer spend outpacing prior-year levels across key revenue cohorts ($10,000 to $25,000, $25,000 to $100,000, and over $100,000 in trailing twelve-month revenue)[5](index=5&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO Derek Dubner highlighted solid revenue growth and profitability, noting strong customer onboarding and broad-based demand despite a challenging prior-year comparison - Reported another strong quarter, delivering solid revenue growth and profitability[2](index=2&type=chunk) - Achieved strong customer onboarding and broad-based demand, evidenced by volume expansion across the existing customer base[2](index=2&type=chunk) - Confident in the ability to build on this performance, drive continued revenue growth, and capitalize on significant opportunities ahead, despite a challenging comparison to last year which included **$1.0 million** in one-time transactional revenue[2](index=2&type=chunk) [About Red Violet](index=1&type=section&id=About%20red%20violet) Red Violet is a leading analytics and information solutions provider, leveraging proprietary technologies to deliver identity intelligence for verification, risk mitigation, and fraud detection [Company Overview](index=1&type=section&id=Company%20Overview) Red Violet provides identity intelligence through proprietary technologies, enabling real-time identification and location for verification, risk mitigation, and compliance - Red Violet is a leading analytics and information solutions provider[4](index=4&type=chunk) - Builds proprietary technologies and applies analytical capabilities to deliver identity intelligence[4](index=4&type=chunk) - Solutions enable real-time identification and location of people, businesses, assets, and their interrelationships for purposes including identity verification, risk mitigation, due diligence, fraud detection and prevention, regulatory compliance, and customer acquisition[4](index=4&type=chunk) [Condensed Consolidated Financial Statements](index=4&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section provides Red Violet's condensed consolidated financial statements, detailing the company's balance sheet, income statement, and cash flow performance [Condensed Consolidated Balance Sheets](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of June 30, 2025, Red Violet's total assets increased to **$104,834 thousand**, driven by cash, receivables, and intangibles, while liabilities decreased, boosting shareholders' equity Balance Sheet (in thousands) | Balance Sheet Item | June 30, 2025 (in thousands) | Dec 31, 2024 (in thousands) | Change | | :-------------------------------- | :--------------------------- | :-------------------------- | :----- | | Cash and cash equivalents | $38,848 | $36,504 | +$2,344 | | Accounts receivable, net | $9,811 | $8,061 | +$1,750 | | Total current assets | $50,796 | $46,192 | +$4,604 | | Intangible assets, net | $37,677 | $35,997 | +$1,680 | | Total assets | $104,834 | $98,531 | +$6,303 | | Total current liabilities | $5,569 | $10,307 | -$4,738 | | Total liabilities | $8,628 | $11,899 | -$3,271 | | Total shareholders' equity | $96,206 | $86,632 | +$9,574 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Q2 2025 revenue increased 14% to **$21,774 thousand**, with net income up 2% to **$2,686 thousand**, though operating income declined due to higher expenses Income Statement (in thousands) | Income Statement Item | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change (%) | | :-------------------------------- | :--------------------- | :--------------------- | :--------- | | Revenue | $21,774 | $19,056 | +14% | | Cost of revenue | $3,501 | $3,455 | +1% | | Sales and marketing expenses | $5,622 | $4,406 | +28% | | General and administrative expenses | $7,253 | $5,750 | +26% | | Income from operations | $2,751 | $3,068 | -10% | | Net income | $2,686 | $2,637 | +2% | | Basic EPS | $0.19 | $0.19 | 0% | | Diluted EPS | $0.18 | $0.19 | -5% | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the six months ended June 30, 2025, operating cash flow rose 24.6% to **$12,488 thousand**, with investing and financing activities using cash, resulting in an overall increase in cash and cash equivalents Cash Flow Statement (in thousands) | Cash Flow Item | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | Change | | :-------------------------------- | :------------------------------------------ | :------------------------------------------ | :----- | | Net cash provided by operating activities | $12,488 | $10,022 | +$2,466 | | Net cash used in investing activities | $(5,236) | $(4,855) | -$381 | | Net cash used in financing activities | $(4,908) | $(6,256) | +$1,348 | | Net increase (decrease) in cash and cash equivalents | $2,344 | $(1,089) | +$3,433 | | Cash and cash equivalents at end of period | $38,848 | $30,943 | +$7,905 | [Non-GAAP Financial Measures and Reconciliations](index=3&type=section&id=Use%20of%20Non-GAAP%20Financial%20Measures) This section defines Red Violet's non-GAAP financial measures, including Adjusted EBITDA and Free Cash Flow, and provides their reconciliations to GAAP metrics [Definitions of Non-GAAP Measures](index=3&type=section&id=Definitions%20of%20Non-GAAP%20Measures) Red Violet uses non-GAAP measures like Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow to offer additional insights into operating performance by excluding non-cash or non-recurring items - **Adjusted EBITDA:** Net income excluding interest income, income tax expense, depreciation and amortization, share-based compensation expense, litigation costs, acquisition-related costs, and write-off of long-lived assets[6](index=6&type=chunk) - **Adjusted Net Income:** Net income adjusted to exclude share-based compensation expense and amortization of share-based compensation capitalized in intangible assets, and to include the tax effect of adjustments[6](index=6&type=chunk) - **Free Cash Flow (FCF):** Net cash provided by operating activities reduced by purchase of property and equipment, and capitalized costs included in intangible assets[17](index=17&type=chunk) [Reconciliation of Adjusted EBITDA](index=7&type=section&id=Reconciliation%20of%20Adjusted%20EBITDA) Q2 2025 Adjusted EBITDA increased 12% to **$7,600 thousand**, reflecting improved operational performance, though the margin slightly decreased to **35%** Adjusted EBITDA Reconciliation (in thousands) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change (%) | | :---------------- | :--------------------- | :--------------------- | :--------- | | Net income | $2,686 | $2,637 | +2% | | Adjusted EBITDA | $7,600 | $6,811 | +12% | | Revenue | $21,774 | $19,056 | +14% | | Net income margin | 12% | 14% | -2 pp | | Adjusted EBITDA margin | 35% | 36% | -1 pp | [Reconciliation of Adjusted Net Income](index=7&type=section&id=Reconciliation%20of%20Adjusted%20Net%20Income) Q2 2025 Adjusted Net Income increased 6% to **$4,117 thousand**, indicating stronger underlying profitability, with Adjusted diluted EPS stable at **$0.28** Adjusted Net Income Reconciliation (in thousands) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change (%) | | :--------------------- | :--------------------- | :--------------------- | :--------- | | Net income | $2,686 | $2,637 | +2% | | Adjusted net income | $4,117 | $3,891 | +6% | | Basic EPS | $0.19 | $0.19 | 0% | | Diluted EPS | $0.18 | $0.19 | -5% | | Adjusted Basic EPS | $0.29 | $0.28 | +4% | | Adjusted Diluted EPS | $0.28 | $0.28 | 0% | [Reconciliation of Adjusted Gross Profit](index=8&type=section&id=Reconciliation%20of%20Adjusted%20Gross%20Profit) Q2 2025 Adjusted Gross Profit rose 17% to **$18,238 thousand**, with Adjusted Gross Margin improving to **84%**, reflecting enhanced revenue generation efficiency Adjusted Gross Profit Reconciliation (in thousands) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change (%) | | :--------------------- | :--------------------- | :--------------------- | :--------- | | Gross profit | $15,678 | $13,279 | +18% | | Adjusted gross profit | $18,238 | $15,601 | +17% | | Gross margin | 72% | 70% | +2 pp | | Adjusted gross margin | 84% | 82% | +2 pp | [Reconciliation of Free Cash Flow (FCF)](index=8&type=section&id=Reconciliation%20of%20Free%20Cash%20Flow%20%28FCF%29) Q2 2025 Free Cash Flow (FCF) significantly increased by 46.6% to **$4,770 thousand**, demonstrating strong cash generation after capital expenditures Free Cash Flow Reconciliation (in thousands) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change (%) | | :-------------------------------- | :--------------------- | :--------------------- | :--------- | | Net cash provided by operating activities | $7,487 | $5,717 | +31% | | Free cash flow | $4,770 | $3,254 | +46.6% | [Purpose and Limitations of Non-GAAP Measures](index=8&type=section&id=Purpose%20and%20Limitations%20of%20Non-GAAP%20Financial%20Measures) Non-GAAP measures are used by management for performance evaluation and investor information, excluding non-cash or non-recurring items, but are not GAAP alternatives and may not be comparable - Non-GAAP measures provide useful information by eliminating the impact of certain items not indicative of cash operations and ongoing operating performance[20](index=20&type=chunk) - Used by management as an integral part of internal reporting to measure business performance and operating strength[21](index=21&type=chunk) - Not intended to be performance measures that should be regarded as an alternative to, or more meaningful than, financial measures presented in accordance with US GAAP, and may not be comparable to similarly titled measures presented by other companies[22](index=22&type=chunk) [Supplemental Metrics](index=10&type=section&id=SUPPLEMENTAL%20METRICS) This section presents Red Violet's key supplemental metrics, including customer growth, revenue retention, and employee headcount, reflecting operational performance and strategic investments [Customer Metrics](index=10&type=section&id=Customer%20metrics) Red Violet expanded its customer base in Q2 2025, showing significant growth in both IDI™ billable customers and FOREWARN® users Customer Metrics | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :-------------------- | :------ | :------ | :------ | | IDI - billable customers | 9,549 | 9,241 | 8,477 | | FOREWARN - users | 346,671 | 325,336 | 263,876 | [Revenue Metrics](index=10&type=section&id=Revenue%20metrics) Q2 2025 contractual revenue remained strong at **77%**, with gross revenue retention improving to **97%**, indicating high customer loyalty and recurring revenue Revenue Metrics | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :---------------------- | :------ | :------ | :------ | | Contractual revenue % | 77% | 74% | 74% | | Gross revenue retention % | 97% | 96% | 94% | [Employee Metrics](index=10&type=section&id=Other%20metrics) As of Q2 2025, Red Violet's employee count increased across most departments, particularly in sales, marketing, and engineering, reflecting growth investments Employee Headcount | Department | Q2 2025 | Q1 2025 | Q2 2024 | | :-------------------- | :------ | :------ | :------ | | Sales and marketing | 92 | 90 | 86 | | Support | 11 | 11 | 10 | | Infrastructure | 29 | 29 | 27 | | Engineering | 63 | 62 | 56 | | Administration | 28 | 24 | 25 | [Forward-Looking Statements](index=3&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section contains forward-looking statements, subject to risks and uncertainties that may cause actual results to differ materially from expectations [Disclaimer on Forward-Looking Statements](index=3&type=section&id=Disclaimer%20on%20Forward-Looking%20Statements) Forward-looking statements are subject to risks and uncertainties, and readers are cautioned against undue reliance and advised to review SEC filings for risk factors - Statements are subject to risks and uncertainties that may cause results to differ materially from expectations[7](index=7&type=chunk) - Readers are cautioned not to place undue reliance on these forward-looking statements[7](index=7&type=chunk) - Company undertakes no obligation to publicly update or revise any forward-looking statement, except as required by law[7](index=7&type=chunk) [Company Information](index=3&type=section&id=Company%20Information) This section provides Red Violet's contact information and details regarding the quarterly conference call and webcast [Contact Information](index=3&type=section&id=Company%20Contact) Provides contact details for Red Violet's company and investor relations departments - **Company Contact:** Camilo Ramirez, Red Violet, Inc., 561-757-4500, ir@redviolet.com[6](index=6&type=chunk) - **Investor Relations Contact:** Steven Hooser, Three Part Advisors, 214-872-2710, ir@redviolet.com[6](index=6&type=chunk) [Conference Call Details](index=1&type=section&id=Conference%20Call) Red Violet hosted a conference call and webcast on August 6, 2025, to discuss quarterly results and provide a business update - Conference call and webcast held on August 6, 2025, at 4:30 PM ET[3](index=3&type=chunk) - Purpose: Discuss quarterly results and provide a business update[3](index=3&type=chunk) - Pre-registration and live audio webcast access details available on www.redviolet.com[3](index=3&type=chunk)