Financial Performance - For the year ended December 31, 2024, the company reported a net loss of $817,025, with general and administrative expenses amounting to $993,775[135]. - Cash used in operating activities for the year ended December 31, 2024 was $1,081,935, primarily due to a net loss and various expenses[140]. - The company generated non-operating income of $582,231 from interest on marketable securities held in the trust account for the year ended December 31, 2024[135]. - As of December 31, 2024, the company had accrued but unpaid income tax liabilities totaling $943,000[149]. Business Combination - The company executed a Business Combination Agreement with Aiways Automobile Europe GmbH on November 22, 2024, focusing on electric vehicles[133]. - The company has until October 18, 2025, to consummate a Business Combination, with the possibility of extending this deadline under certain conditions[151]. Cash Flow - The company had cash held in the trust account of $1,122,381 as of December 31, 2024, intended for completing the Initial Business Combination[145]. - Cash provided by investing activities for the year ended December 31, 2024 was $25,492,597, primarily from cash withdrawn from the Trust Account[142]. - The company incurred cash used in financing activities of $24,353,604 for the year ended December 31, 2024, mainly for the redemption of Public Units[143]. Initial Public Offering - The company completed its Initial Public Offering on October 18, 2022, raising total gross proceeds of $60,000,000 from the sale of 6,000,000 Units[138]. Accounting Estimates - The company relies on significant accounting estimates, including the valuation allowance for deferred tax assets and fair value assessments of convertible promissory notes[157]. - Management's estimates and assumptions could lead to actual results that materially differ from reported amounts of assets and liabilities[156].

Financial Performance - For the year ended December 31, 2024, the company reported a net loss of $817,025, with general and administrative expenses amounting to $993,775[135] - For the year ended December 31, 2023, the company reported net income of $121,221, with general and administrative expenses of $1,309,549[136] - Cash used in operating activities for the year ended December 31, 2024 was $1,081,935, primarily due to a net loss and various expenses[140] Cash Position - The company had cash held in the trust account of $1,122,381 as of December 31, 2024, intended for completing the Initial Business Combination[145] - Cash provided by investing activities for the year ended December 31, 2024 was $25,492,597, primarily from cash withdrawn from the Trust Account[142] - The company generated cash proceeds of $60,000,000 from its Initial Public Offering of 6,000,000 Units at $10.00 per Unit on October 18, 2022[138] Business Combination - The company executed a Business Combination Agreement with Aiways Automobile Europe GmbH on November 22, 2024, focusing on electric vehicles[133] - The company has until October 18, 2025, to consummate a Business Combination, with the possibility of extending this date under certain conditions[151] Tax Liabilities - As of December 31, 2024, the company had accrued but unpaid income tax liability of $943,000 and unpaid Delaware franchise tax liability of $298,886[149] Financing Activities - The company incurred cash used in financing activities of $24,353,604 for the year ended December 31, 2024, mainly for the redemption of Public Units[143] Accounting Estimates - The company relies on significant accounting estimates, including the valuation allowance for deferred tax assets and fair value assessments of convertible promissory notes[157] - Management's estimates and assumptions could lead to actual results that materially differ from reported amounts of assets and liabilities[156]

Acquisitions and Divestitures - The company completed the acquisition of Inmarsat for approximately $550.7 million in cash and 46.36 million shares of common stock on May 30, 2023[17]. - The company sold its Link-16 Tactical Data Links business to L3Harris for approximately $1.96 billion in cash on January 3, 2023[18]. - The Inmarsat acquisition has enabled the company to provide high-quality broadband and narrowband services with near global coverage, enhancing international market opportunities[35]. - The company issued 46.36 million shares of common stock as consideration in the Inmarsat Acquisition[160]. - The company completed the Inmarsat Acquisition in fiscal year 2024, which involves significant risks and uncertainties[132]. Business Operations and Growth - As of March 31, 2025, the company had approximately 4,120 commercial aircraft and 2,000 business jets equipped with its in-flight connectivity (IFC) systems[23]. - The U.S. fixed broadband business had approximately 189,000 subscribers with an average monthly revenue per user of $115 as of March 31, 2025[23]. - The company operates a fleet of 23 satellites, including 13 Ka-band satellites, providing near-global coverage and high-capacity services[20]. - The company anticipates growth in communication services driven by increasing demand for global mobility services, particularly in aviation and maritime sectors[21]. - The defense and advanced technologies segment is expected to grow due to rising reliance on space-based assets and demand for resilient communications[24]. - The company has eight additional geostationary earth orbit (GEO) satellites under development to enhance its service offerings[20]. - The company’s diversified business model helps mitigate risks associated with fluctuations in individual markets, as seen during the COVID-19 pandemic[26]. - The company’s innovative satellite technologies, including the ViaSat-3 class satellites, are expected to significantly expand geographic coverage and data capacity[27]. - Total new awards in the defense and advanced technologies segment grew from approximately $0.6 billion in fiscal year 2018 to $1.6 billion in fiscal year 2025, reflecting high demand for military and government products and services[29]. - The company aims to maintain its leadership position in satellite systems and technologies while expanding efforts in wireless communications and emerging technologies[32]. Financial Performance and Revenue - Revenues from the U.S. Government comprised approximately 18%, 17%, and 17% of total revenues for fiscal years 2025, 2024, and 2023, respectively[38]. - The company's five largest contracts generated approximately 18% of total revenues in fiscal year 2025[147]. - Approximately 11% of total revenues for fiscal year 2025 were derived from development contracts, which involve strict performance obligations[148]. - The company faces significant risks related to U.S. Government contracts, which represent a substantial percentage of total revenues[135]. - Substantially all U.S. Government backlog can be terminated at the convenience of the U.S. Government, posing a risk to future revenues[136]. - The company has experienced significant cost overruns and losses on fixed-price contracts, which account for a high percentage of contract revenue[149]. - The total outstanding indebtedness of the company was $7.2 billion as of March 31, 2025[181]. - The company had undrawn availability of $593.3 million under its $647.5 million revolving credit facility and $550.0 million under its $550.0 million revolving line of credit[181]. Research and Development - The company’s R&D efforts are supported by approximately 3,400 engineers, focusing on innovative satellite and communications technologies[32]. - The company employs approximately 3,400 engineers worldwide to support its R&D and engineering activities[47]. - The company incurred independent research and development (IR&D) expenses of $142.4 million, $150.7 million, and $128.9 million for fiscal years 2025, 2024, and 2023, respectively[47]. Regulatory and Compliance - The company is subject to strict regulatory compliance regarding radio-frequency spectrum usage, impacting its service provision[64]. - The company must comply with the Communications Assistance for Law Enforcement Act (CALEA), ensuring law enforcement can conduct authorized surveillance[78]. - The company is subject to the EU's General Data Protection Regulation, imposing obligations on data security and privacy for individuals in the EU[87]. - The company must obtain market access and licenses to operate satellite services in foreign jurisdictions, which vary by country[85]. - The company is subject to increased scrutiny from U.S. Government agencies, which may lead to higher legal costs and potential adverse outcomes from audits[96]. - The company faces risks related to compliance with various laws and regulations, which could materially harm its business and financial condition[175]. - Non-compliance with trade control and export regulations could result in significant penalties and impact the company's operations[175]. Cybersecurity - Cybersecurity threats have resulted in data breaches and attacks, with a notable incident in fiscal year 2022 affecting broadband services in Europe and North Africa[142]. - The company cannot guarantee that costs and liabilities from cyber incidents will be covered by existing insurance policies[146]. - The integration of acquired companies with existing cybersecurity measures poses significant operational and financial risks[144]. - The cybersecurity risk management program is overseen by the Audit Committee, with periodic reports from the Chief Information Security Officer (CISO) on risks and incidents[195]. - The CISO has 31 years of experience in IT and security, leading efforts to integrate cybersecurity teams from Viasat and Inmarsat[196]. - The cybersecurity program is based on "Foundational Security Principles" that align with industry frameworks like NIST and ISO 27001[197]. - The company is actively merging cybersecurity policies and practices from Viasat and Inmarsat to enhance security measures[198]. - The cybersecurity team conducts internal and external risk assessments, including compliance audits and penetration tests[199]. - The company collaborates with U.S. government agencies to share cybersecurity threat intelligence and participates in various Information Sharing and Analysis Centers (ISACs)[201]. - The cybersecurity operations center is staffed 24/7 to monitor networks and respond to security events[202]. - The company maintains cybersecurity insurance to cover potential damages from incidents[203]. Market and Competitive Landscape - The company’s defense and advanced technologies segment competes with numerous providers, including CPI Antenna Systems Division and SpaceX, among others[57]. - The company’s communication service segment faces competition from various satellite and terrestrial service providers, including Gogo and Iridium[56]. - The competitive landscape is intensifying, with competitors having greater resources and technological advantages[124]. - The company emphasizes high-quality, reliable service offerings and a deep understanding of customer needs as competitive advantages[55]. - The company’s marketing efforts focus on increasing brand awareness through multichannel campaigns and strategic partnerships[52]. Employee and Organizational Culture - As of March 31, 2025, the company employed approximately 7,000 individuals, with 65% located in the United States[101]. - The company prioritizes employee health and well-being, providing a comprehensive benefits package including medical, dental, and 401(k) savings plan[103]. - The company has ten active employee resource groups aimed at fostering inclusion and belonging among employees[105]. - The executive team includes experienced leaders with backgrounds in various industries, enhancing operational and technological expertise[106]. Risks and Challenges - The company has experienced significant quarter-to-quarter variability in operating results, which may continue in the future[118]. - Satellite anomalies have previously led to operational failures, impacting revenue generation and potentially resulting in impairment losses[119]. - The useful life of satellites may be shorter than their mission life, affecting revenue from satellite services[120]. - Construction and launch of new satellites face risks such as delays and cost overruns, which could impair operational capabilities[121]. - Insurance coverage for satellites may not fully cover construction, launch, or replacement costs, exposing the company to financial risks[123]. - Economic conditions, including inflation and geopolitical issues, could negatively impact customer demand for products and services[130]. - The company may incur significant additional indebtedness in the future for satellites, acquisitions, and working capital[182]. - The company’s ability to generate sufficient cash flow to service its debt obligations is uncertain and may lead to liquidity problems[183]. - Covenants in the company's debt agreements may restrict its ability to implement its business plan and respond to changing conditions[186]. - The company relies on a combination of patents, copyrights, and trade secret laws to protect its proprietary technology, but unauthorized use remains a risk[190]. - The company is involved in litigation related to intellectual property claims, which could materially affect its business and financial condition[191]. - The company relies on third-party licenses for many of its products, and the inability to maintain or obtain these licenses could lead to increased costs or lower quality technology[192]. - The company faces potential competitive disadvantages due to support mechanisms favoring terrestrial service providers over satellite-based services[77]. - The company has experienced delays in the delivery of components and subassemblies, which could negatively affect sales and customer obligations[152]. - The company is subject to regulatory changes that could materially impact its competitive position and financial performance[170]. - The company may not be able to utilize all of its deferred tax assets, which could adversely affect its financial condition[163]. - The company faces risks related to global political and economic conditions, including sanctions and currency fluctuations[156]. - Increased scrutiny on environmental, social, and governance (ESG) matters may lead to additional operational restrictions and compliance costs[179].

Financial Performance - As of December 31, 2024, the company had inventories of $45.1 million, up from $36.7 million in 2023, indicating a 23% increase in inventory levels[43]. - Equipment sales business constituted approximately 69.2% of the company's total revenue for the financial year ended December 31, 2024, generating $21.5 million[208]. - In the financial year ended December 31, 2023, equipment sales revenue was $24.7 million, representing 68.6% of total revenue[208]. - The rental business constitutes approximately 23.1%, 13.8%, and 9.9% of the Company's total revenue for the financial years ended December 31, 2024, 2023, and 2022 respectively[222]. - The top five customer groups contributed approximately 32.7%, 35.8%, and 39.4% of the company's revenue for the financial years ended December 31, 2024, 2023, and 2022, respectively[62]. - The largest customer accounted for approximately $4.8 million, or 15.6% of total revenue, for the financial year ended December 31, 2024[62]. Market and Economic Conditions - The company's rental business is heavily dependent on the economic conditions in Singapore, with potential adverse effects on revenue and profitability if demand for construction falls[40]. - The company is susceptible to cyclical fluctuations in the infrastructure and construction industries, which could lead to reduced demand for its services and products[35]. - The company’s performance is influenced by regional and global political, regulatory, and economic conditions, which are beyond its control[37]. - The war in Ukraine has affected global economic markets, which could indirectly impact the company’s business despite no direct exposure[83]. Risks and Challenges - The company faces risks from fluctuations in the prices and availability of heavy construction equipment and parts, which could negatively impact sales and rental operations[44]. - The company is exposed to credit risks from customers, which could impact revenue if customers are unable to secure financing for projects[39]. - The company faces risks from equipment downtime, which can lead to substantial opportunity costs in terms of foregone revenue[51]. - The company is exposed to credit risks, as customers may delay or default on payments, impacting financial performance[65]. - Changes in government policies regarding foreign labor could increase labor costs and disrupt operations[50]. - The company faces risks from negative publicity that could affect customer satisfaction and its reputation, impacting business operations[80]. - The company may be subject to litigation and regulatory investigations, which could have a material adverse effect on its reputation and financial condition[89]. Management and Personnel - The company relies on key management personnel, particularly Mr. James Lim, whose departure could materially affect business operations and strategy implementation[46]. - The company relies heavily on skilled labor, particularly crane operators and maintenance technicians, which may lead to increased costs if skilled labor becomes scarce[48]. - The company has 14 employees approved by the Ministry of Manpower (MOM) to operate cranes in Singapore, which is critical for its operations[72]. - The company appointed Mr. Tan Cheon Kem as the Financial Controller effective June 3, 2024, following the resignation of Mr. Tan Noon Huan[151]. Corporate Governance and Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of reduced reporting requirements[117]. - The company may face increased costs after ceasing to qualify as an emerging growth company, including legal and accounting expenses[117]. - The company is classified as a controlled company under the NYSE American Company Guide, allowing it to rely on exemptions from certain corporate governance requirements[109]. - The company plans to follow home country practices in corporate governance, which may afford less protection to shareholders compared to U.S. regulations[110]. - The company expects to incur significant expenses related to compliance with Section 404 of the Sarbanes-Oxley Act after no longer being classified as an "emerging growth company"[123]. Shareholder and Market Information - The controlling shareholder, Mr. James Lim, indirectly controls approximately 61.8% of the company's issued and outstanding Ordinary Shares, which may lead to conflicts of interest[106]. - The company received a notice from NYSE Regulation regarding its low trading price, which has fallen below $1.00 over a 30-trading day period, potentially leading to delisting if it falls below $0.10[153]. - The trading price of the company’s Ordinary Shares may be volatile, influenced by market factors and operational performance, leading to potential losses for investors[93]. - The trading market for the company's Ordinary Shares may decline if analysts publish unfavorable research or downgrade their recommendations[102]. - The company may have difficulties in protecting shareholder interests due to its incorporation under Cayman Islands law, which offers less protection than U.S. law[111]. Operational Capabilities - The company has established itself as a reliable supplier of heavy construction equipment in Singapore and the surrounding region, with over two decades of experience[142]. - The company offers a wide range of heavy construction equipment for sale and rental, including earth-moving, material-handling, and road-building equipment[144]. - The company has approximately 56 employees in its maintenance and servicing team, contributing to its operational capabilities[130]. - The company maintains a network of over 100 customers for its equipment sales business, sourcing both new and used heavy construction equipment[204]. - The company has a maintenance and service team of 56 employees in Singapore, responsible for refurbishing and servicing used heavy construction equipment[205]. - The Company provides crane operation services, including transportation and erection of cranes at job sites, with 14 qualified operators available[221]. Future Plans and Investments - The company may require additional financing in the future to fund the purchase of heavy construction equipment and support growth initiatives[16]. - The company plans to expand capabilities through acquisitions, investments, and strategic partnerships, potentially requiring additional funds[78]. - The company completed its initial public offering on April 5, 2023, issuing 6,040,000 Ordinary Shares at a price of $2.50 per share, resulting in gross proceeds of $15.1 million[147]. - The company granted an option to purchase a property for S$14.3 million, which was exercised and completed on November 30, 2023[147]. - The company acquired a 4.4% ownership in Blissful Link Investments Limited for $2.2 million on May 2, 2023[148]. - The company adopted a new equity incentive plan effective November 1, 2023, to enhance employee engagement and retention[148]. - The company issued 1,700,000 ordinary shares under the 2023 Equity Incentive Plan as compensation for key executives, including the CEO and Chief Administration Officer[152]. - The company issued 790,000 shares under the 2023 Equity Incentive Plan to various executives and employees as compensation for their continued service[154]. - The company adopted the 2024 Equity Incentive Plan, authorizing the issuance of up to 3,000,000 ordinary shares for share-based compensation awards[155]. Customer Relations and Services - The rental business primarily serves customers in the infrastructure and building construction industry in Singapore[219]. - Customer inquiries for equipment rentals are actively managed, allowing the Company to gather feedback on market demand[225]. - Warranty for new equipment is covered by original equipment manufacturers, while used equipment is delivered to customer satisfaction without warranty[216]. - The Company supports customers in complying with regulations set by MOM, BCA, HDB, and LTA in Singapore[218]. - The Company arranges shipments and provides container packing services for overseas customers[215].

Sales Performance - Total sales for fiscal year 2025 increased by 6% compared to fiscal year 2024, driven by higher demand in Gaming, Keyboards & Combos, Pointing Devices, and Tablet Accessories [240]. - Net sales for fiscal year 2025 increased by 6% to $4,554.9 million compared to fiscal year 2024, with a constant currency sales growth rate of 7% [264]. - Sales in the EMEA, Asia Pacific, and Americas regions increased by 9%, 6%, and 4%, respectively, compared to fiscal year 2024 [240]. - The Gaming product category experienced a 9% sales increase to $1,338.5 million in fiscal year 2025, driven by higher sales of gaming mice and steering wheels [270]. - Tablet Accessories sales surged by 18% to $299.5 million in fiscal year 2025, supported by strong demand from the education sector [278]. - Other product category sales decreased by 15% to $124.2 million in fiscal year 2025, primarily due to a decline in mobile speaker sales [280]. Financial Performance - Gross margin for fiscal year 2025 improved by 170 basis points to 43.1%, up from 41.4% in fiscal year 2024, primarily due to lower product costs [241]. - Net income for fiscal year 2025 was $631.5 million, an increase from $612.1 million in fiscal year 2024, reflecting higher gross margin despite increased operating expenses [243]. - Gross profit for fiscal year 2025 was $1,962.6 million, representing a 10.4% increase from $1,778.0 million in fiscal year 2024, with a gross margin of 43.1% [281]. - Operating expenses for fiscal year 2025 were $1,307.7 million, or 28.7% of sales, compared to $1,190.7 million, or 27.7% of sales, in fiscal year 2024 [241]. - Marketing and selling expenses rose by $84.1 million in fiscal year 2025, driven by higher investments in marketing and advertising [286]. - Research and development expenses increased by $21.8 million in fiscal year 2025, reflecting greater investment in product innovation and higher personnel-related costs [288]. Tax and Income - The effective tax provision for fiscal year 2025 was $75.3 million, a significant increase from $9.5 million in fiscal year 2024, primarily due to discrete tax benefits recognized in the previous year [242]. - The provision for income taxes for fiscal year 2025 was $75,343,000, with an effective income tax rate of 10.7%, compared to $9,453,000 and 1.5% in fiscal year 2024, reflecting changes in tax positions and audit resolutions [299]. Cash Flow and Capital Management - Net cash provided by operating activities for fiscal year 2025 was $842,557,000, resulting from a net income of $631,500,000 and non-cash adjustments of $228,400,000 [317]. - Cash and cash equivalents as of March 31, 2025, were $1,503,200,000, a slight decrease from $1,520,800,000 as of March 31, 2024 [308]. - Working capital decreased to $1,491,600,000 as of March 31, 2025, from $1,545,500,000 as of March 31, 2024, primarily due to a decrease in accounts receivable and an increase in accrued liabilities [309]. - Net cash used in investing activities was $57,268,000, mainly for property, plant, and equipment purchases totaling $56,100,000 [318]. - Net cash used in financing activities was $797,360,000, primarily due to share repurchases of $588,800,000 and cash dividends of $207,900,000 [319]. Shareholder Returns and Repurchase Programs - The Board of Directors recommended a cash dividend of CHF 1.26 per share for fiscal year 2025, resulting in an aggregate gross dividend of approximately CHF 187.1 million [322]. - During the fiscal year ended March 31, 2025, the company repurchased 6.7 million shares for an aggregate cost of $588.0 million under the 2023 share repurchase program [323]. - The 2023 share repurchase program was increased by $600.0 million to a total of $1.6 billion, with plans to target $2 billion in share repurchases over the next three years [324]. - The company has a three-year share repurchase program that allows opportunistic repurchases during favorable market conditions, effective through July 27, 2026 [326]. Strategic Focus and Challenges - The company expects ongoing challenges from macroeconomic conditions, including inflation and foreign currency fluctuations, which may impact demand and pricing [237]. - The introduction of new products and business acquisitions is anticipated to significantly influence sales and operating expenses [239]. - The company is focusing on diversifying its manufacturing footprint and supplier ecosystem to mitigate risks associated with tariffs and geopolitical conditions [238]. - The ongoing growth in gaming and the adoption of new ways of working present opportunities for the company to expand its product offerings [242]. - The company has generated positive cash flows from operating activities for over ten years, but market volatility may increase costs of capital and affect business operations [328]. Investment and Commitments - As of March 31, 2025, the company had non-cancelable purchase commitments of $358.7 million for inventory purchases, with a liability of $19.6 million recorded for excess and obsolete inventory [329]. - The company has firm purchase commitments of $19.1 million for capital expenditures related to tooling and equipment for new and existing products [330]. - As of March 31, 2025, the company had $88.5 million in non-current income taxes payable related to uncertain tax positions [332]. Other Financial Metrics - Interest income for fiscal year 2025 was $54,997,000, an increase of 8.5% compared to $50,636,000 in fiscal year 2024, primarily due to a higher average cash equivalents balance [294]. - Other income (expense), net for fiscal year 2025 was a loss of $2,980,000, significantly improved from a loss of $16,376,000 in fiscal year 2024, driven by reduced losses on investments and currency exchange [295]. - As of March 31, 2025, accounts receivable, net, was $454,546,000, down from $541,715,000 in the previous year, indicating improved collection efficiency with a decrease in days sales outstanding (DSO) from 48 to 40 days [314][316].

Trust Account Balances - The company had approximately $51.2 million remaining in the trust account after the first redemption of 17,987,408 public shares[180]. - Following the October 2023 Special Meeting, the company had approximately $24.3 million remaining in the trust account after 2,700,563 public shares were tendered for redemption[183]. - In connection with the July 2024 Special Meeting, the company had approximately $12.9 million remaining in the trust account after 1,099,905 shares were redeemed at approximately $10.63 per share[190]. Business Combination Agreements - The company entered into a Business Combination Agreement on March 11, 2024, to merge with NewCo, with the expectation to close in the first half of 2025[196]. - The Business Combination Agreement includes a merger with a pre-money equity value of XCF at $1,750,000,000, with NewCo Common Stock priced at $10.00 per share[198]. - The Business Combination is subject to customary closing conditions, including stockholder approvals and regulatory clearances[199]. - The Business Combination Agreement allows for termination under specific conditions, including failure to obtain necessary stockholder approvals by September 11, 2024[202]. - The Business Combination Termination Date has been extended to May 31, 2025, through amendments to the agreement[203][206]. Financial Liabilities and Capital Contributions - The company recognized a liability of $418,400 for shares to be issued upon consummation of the initial business combination[187]. - The company entered into a Subscription Agreement for capital contributions of up to $1,200,000, which will be repaid within five business days of closing an initial business combination[185]. - The Company issued a promissory note of up to $500,000 to the Sponsor, which may be converted into warrants at $1.50 per warrant[214]. - The company has borrowed $1,200,000 in connection with a Subscription Agreement and issued a promissory note for up to $500,000, with $110,000 borrowed under this note as of March 31, 2025[225]. Operating Performance - For the three months ended March 31, 2025, the company reported a net loss of $1,426,442, primarily due to $1,295,159 in operating costs and $216,953 from changes in fair value of Note Payable – Polar[219]. - The company incurred $2,646,244 in operating costs for the three months ended March 31, 2024, resulting in a net loss of $2,504,756 for that period[220]. - As of March 31, 2025, the company had a working capital deficit of $9,597,976 and only $22,604 available in its operating bank account for working capital needs[222]. Tax Positions - The company recognized a reserve for uncertain tax positions of $115,870 on its balance sheet as of March 31, 2025, related to its Florida state tax return[217]. - The company has taken the position that no income should be apportioned to Florida in its state tax return, maintaining an uncertain tax position related to this[217]. Stockholder Commitments and Restrictions - The Sponsor has agreed to vote in favor of the Business Combination and related transactions, while also waiving certain anti-dilution rights[206][210]. - Certain stockholders have committed to not transfer shares until 12 months post-Closing, with specific conditions for early release[212]. - The Company has agreed to waive lock-up restrictions, allowing unrestricted transfer of NewCo Common Stock upon completion of the Business Combination[213]. Regulatory and Market Conditions - The company received a delisting notice from Nasdaq due to failure to complete a business combination within 36 months of its IPO[215]. - The company has utilized two monthly extensions to extend the Combination Period to April 7, 2025[193]. - The company engaged capital market advisors in 2023 to assist with market conditions and potential business combinations, with fees payable upon consummation of the initial business combination[236]. Underwriting and Financing - The underwriters of the initial public offering received a cash underwriting discount of 2.0% of gross proceeds, totaling $4.6 million, and a deferred underwriting discount of 3.5%, amounting to $8,050,000[235]. - The company reported a net borrowing of $988,402 under a Convertible Promissory Note issued to the Former Sponsor, which was terminated upon closing of the Purchase Agreement on November 2, 2023[224].

Financial Performance - The company reported a net income of $102,958,139 for the three months ended March 31, 2025, compared to a net loss of $2,429,417 for the same period in 2024[22]. - For the three months ended March 31, 2025, Nukkleus Inc. reported a net income from continuing operations of $103,140,894, compared to a net loss of $(2,095,201) for the same period in 2024[28]. - The basic net income per common share for continuing operations was $20.80 in Q1 2025, compared to a loss of $(1.19) in Q1 2024[22]. - Other income (expense), net, increased approximately $104,658,000, or 1,043,970.3%, for the three months ended March 31, 2025, primarily due to gains from changes in fair value of stock purchase warrant liabilities[177]. - The accumulated deficit improved from $(201,075,743) on December 31, 2024, to $(98,117,604) on March 31, 2025, indicating a reduction of approximately 51.2%[21]. Revenue and Expenses - For the three months ended March 31, 2025, total revenues were $187,469, a decrease of 27.8% from $259,757 in the same period of 2024[101]. - Total operating expenses decreased to $317,352 in Q1 2025 from $531,235 in Q1 2024, a reduction of 40.2%[101]. - Operating expenses decreased from $2,085,176 in Q1 2024 to $1,507,107 in Q1 2025, a reduction of approximately 27.7%[22]. - The net loss from discontinued operations for the three months ended March 31, 2025, was $182,755 compared to a loss of $334,216 in the same period of 2024, indicating an improvement of 45.2%[101]. - Total other general and administrative expenses increased by approximately $266,000, or 119.1%, for the three months ended March 31, 2025, compared to the same period in 2024[176]. Assets and Liabilities - Total assets decreased from $9,109,284 on December 31, 2024, to $8,601,827 on March 31, 2025, representing a decline of approximately 5.6%[19]. - Current liabilities significantly decreased from $171,450,366 to $64,709,245, a reduction of about 62.2%[19]. - As of March 31, 2025, total current assets were $2,127,120, an increase of 95.5% from $1,089,052 as of December 31, 2024[100]. - Total liabilities increased to $4,453,142 as of March 31, 2025, compared to $3,179,877 as of December 31, 2024, reflecting a rise of 40.0%[100]. - The company had a working capital deficit of $56,246,392 as of March 31, 2025, including $4,462,916 of cash[179]. Cash Flow - The company incurred cash flow used in operating activities from continuing operations of approximately $1,621,478 for the three months ended March 31, 2025, compared to $(174,899) in the prior year[43]. - The company experienced a net cash used in operating activities of $(1,341,514) for the three months ended March 31, 2025, compared to $(1,122,709) in the prior year[28]. - Net cash flow used in investing activities was approximately $810,221 for the three months ended March 31, 2025, primarily due to an advance payment to Star of $800,000[186]. - There were no cash flows provided by financing activities for the three months ended March 31, 2025[188]. Stock and Equity - The number of common shares outstanding increased from 4,930,531 to 5,013,863, reflecting an increase of about 1.7%[20]. - The Company has authorized 15,000,000 shares of preferred stock, with no shares issued and outstanding as of March 31, 2025[124]. - The Company issued 100,000 stock options to a consultant on November 13, 2024, with a total share-based compensation expense of $177,905 for the three months ended March 31, 2025[140]. - The Company completed a private placement on December 20, 2024, raising approximately $9.99 million by selling 1,666,666 units at $6.00 per unit[127]. - The Company established the 2025 Equity Incentive Plan with 1,950,000 shares of common stock reserved for issuance, subject to shareholder approval[159]. Business Strategy and Operations - The company plans to focus its business on the defense sector following the acquisition of a controlling 51% interest in Star 26 Capital Inc., which supplies defense products[33]. - The Company entered into a Securities Purchase Agreement with Star 26 Capital Inc. to acquire a controlling 51% interest in Star for an aggregate investment of $21,000,000[153]. - The Company shifted its business focus to the defense sector following the Settlement Agreement related to the acquisition of Star[166]. - The company plans to cease operations of its General Support Services operating segment, which meets the discontinued operations criteria as of December 15, 2024[98]. Internal Controls and Compliance - As of March 31, 2025, the company concluded that its disclosure controls and procedures were effective[210]. - Material weaknesses in internal control over financial reporting were identified as of December 31, 2024, related to the evaluation of intangible assets and cost-method investments[212]. - Remediation actions for the identified material weaknesses began in Q4 of fiscal year 2024, including the use of external consultants for technical accounting issues[213]. - The material weaknesses will not be considered fully remediated until additional controls have operated effectively for a sufficient period[214]. - As of March 31, 2025, the company has not remediated the material weakness related to resources for evaluating intangible assets[215].

Financial Performance - The company reported a net income of $102,958,139 for the three months ended March 31, 2025, compared to a net loss of $2,429,417 for the same period in 2024[22]. - Basic net income per common share for continuing operations was $20.80 for Q1 2025, compared to a loss of $(1.19) for Q1 2024[22]. - For the three months ended March 31, 2025, the net income from continuing operations was approximately $103.14 million, compared to a net loss of approximately $2.10 million for the same period in 2024[28]. - Other income (expense), net, increased approximately $104,658,000, or 1,043,970.3%, for the three months ended March 31, 2025, primarily due to gains from changes in fair value of stock purchase warrant liabilities[177]. - Pre-tax net income from continuing operations was $103,140,894 for the three months ended March 31, 2025, compared to a pre-tax net loss of $2,095,201 for the same period in 2024[179]. Assets and Liabilities - Total assets decreased from $9,109,284 on December 31, 2024, to $8,601,827 on March 31, 2025, a decline of approximately 5.6%[19]. - Current liabilities significantly decreased from $171,450,366 to $64,709,245, representing a reduction of about 62.2%[19]. - The accumulated deficit improved from $(201,075,743) on December 31, 2024, to $(98,117,604) on March 31, 2025, indicating a reduction of approximately 51.2%[21]. - The total stockholders' deficit decreased from $(163,350,109) on December 31, 2024, to $(57,217,016) on March 31, 2025, a reduction of approximately 65%[21]. - As of March 31, 2025, total current assets were $2,127,120, an increase of 95.5% from $1,089,052 as of December 31, 2024[100]. - Total liabilities increased to $4,453,142 as of March 31, 2025, compared to $3,179,877 as of December 31, 2024, representing a rise of 40.0%[100]. Cash Flow and Operating Activities - The company incurred a cash flow used in operating activities from continuing operations of approximately $1.62 million for the three months ended March 31, 2025, compared to $174,899 for the same period in 2024[43]. - The company experienced a net cash used in operating activities of approximately $1.34 million for the three months ended March 31, 2025, compared to $1.12 million for the same period in 2024[28]. - Net cash used in operating activities was approximately $1,341,514 for the three months ended March 31, 2025, compared to $1,122,709 for the same period in 2024[183]. - Net cash flow used in investing activities was approximately $810,221 for the three months ended March 31, 2025, primarily due to an advance payment to Star of $800,000[186]. Business Strategy and Operations - The company plans to focus its business on the defense sector following the acquisition of a controlling 51% interest in Star 26 Capital Inc., which supplies defense products[33]. - The company plans to cease operations of its General Support Services operating segment, which meets the discontinued operations criteria[98]. - The Company entered into a Securities Purchase Agreement with Star 26 Capital Inc. to acquire a controlling 51% interest in Star for an aggregate investment of $21,000,000[153]. - The cash advances to be made by the Company to Star were increased from $1,800,000 to $3,000,000 as per Amendment No. 2 to the Star Agreement[160]. Stock and Equity - The company issued 83,332 shares of common stock from the exercise of pre-funded warrants, contributing $3,055,814 to additional paid-in capital[24]. - The weighted average common shares outstanding increased from 1,754,449 in Q1 2024 to 4,959,516 in Q1 2025[23]. - The Company established the 2025 Equity Incentive Plan with 1,950,000 shares of common stock reserved for issuance, subject to shareholder approval[159]. - The company issued 100,000 stock options to a consultant on November 13, 2024, with a total stock options activity resulting in 104,823 options outstanding as of March 31, 2025[140]. Expenses and Cost Management - Operating expenses decreased from $2,085,176 in Q1 2024 to $1,507,107 in Q1 2025, a reduction of approximately 27.7%[22]. - Total operating expenses for the three months ended March 31, 2025, were $1,507,107, a decrease of 27.7% from $2,085,176 in the same period of 2024[173]. - Professional fees decreased by approximately $878,000, or 47.9%, for the three months ended March 31, 2025, primarily due to a reduction in advisory and legal fees[174]. - Total other general and administrative expenses increased by approximately $266,000, or 119.1%, for the three months ended March 31, 2025, compared to the same period in 2024[176]. Internal Controls and Compliance - The company has substantial doubt about its ability to continue as a going concern for at least one year from the issuance of the financial statements due to its liquidity condition[45]. - Material weaknesses in internal control over financial reporting were identified as of December 31, 2024, related to the evaluation of intangible assets and cost-method investments[212]. - Remediation actions for the identified material weaknesses began in Q4 of fiscal year 2024, including the use of external consultants for technical accounting issues[213]. - As of March 31, 2025, the company has not remediated the material weakness related to resources for evaluating intangible assets[215]. - Management acknowledges that no controls can provide absolute assurance that all control issues and instances of fraud have been detected[217].

Stock Repurchase and Financial Performance - The company spent $37.6 million to repurchase 377,154 shares of its common stock during fiscal 2025, with a total of approximately $832 million spent on repurchases since the program's inception in 1997[20] - The company has repurchased a total of 114,476,691 shares of its common stock since the start of its repurchase program, with 2,523,309 shares remaining authorized for repurchase as of March 31, 2025[20] - The company has authorized a stock repurchase program for up to 117,000,000 shares, with 114,476,691 shares repurchased to date[135] - As of March 31, 2025, the average price paid for repurchased shares was $111.50, with a total of 80,661 shares repurchased in the first quarter of 2025[156] - The company's common stock has shown significant growth, increasing from 100.00 in 2020 to 616.24 in 2025, outperforming both the Nasdaq Composite and the Nasdaq Healthcare Services Index[161] - The company has never paid cash dividends and intends to retain future earnings for business use and stock repurchases[154] Employee and Workplace Dynamics - As of March 31, 2025, CorVel had 5,075 employees, with 91% working from home or in a hybrid arrangement due to the COVID-19 pandemic[71][72] - The company has been recognized as a "Great Place to Work Company" for five consecutive years, reflecting its commitment to employee satisfaction and organizational culture[73] - Over one-third of CorVel's employees identified as racially or ethnically diverse, and over 79% of employees identify as women[76] - The company has assessed its lease obligations and expects a reduction in office space needs due to more employees working from home[149] Technology and Innovation - The company’s proprietary bill review technology includes over 100 million individual rules, significantly improving the efficiency of the claims management process[25] - CorVel's CareMC® platform enhances claims management by providing real-time access to claims information and streamlining healthcare transaction processing through artificial intelligence[58][61] - The company continues to modernize its claims system capabilities, aiming to provide real-time information and rapid feedback through the CareMC® online portal[62] - The introduction of new technologies and software products is essential for competitiveness, but development may take longer and cost more than anticipated[102] Claims and Case Management Services - The company’s virtual care platform allows injured workers to access 24/7 nurse triage and telehealth services, facilitating timely medical intervention[49] - The company’s case management services include telephonic and field case management, focusing on early intervention and rehabilitation to reduce disability duration[45] - CorVel's vocational rehabilitation program assists injured workers with services such as ergonomic assessments and job placement, tailored to individual case needs[51] - Patient management services include claims management, case management, and 24/7 nurse triage, designed to expedite return to work for injured employees[209] Financial Risks and Competition - The healthcare cost containment industry is competitive, with CorVel facing significant competition from larger firms and potential in-house capabilities developed by customers[64] - Increased competition from national managed care providers and insurance companies could adversely affect growth and profitability[89] - A decline in referrals for patient management services has previously led to decreased revenue, influenced by factors such as workplace injury rates and regional competition[90] - Declines in workers' compensation claims could materially harm the company's financial results, as fewer work-related injuries are reported[91] - The company faces inflation risks that could increase operational costs, impacting overall profitability[98] Regulatory and Compliance Issues - The company is subject to increased scrutiny regarding privacy and data security laws, which may lead to higher liabilities and operational challenges[131] - Regulatory changes in healthcare and workers' compensation could increase operational costs and reduce demand for services, impacting overall business performance[127] - There is a risk of litigation related to the company's recommendations on medical treatment plans, which could result in significant liabilities if claims are successful[124] Internal Controls and Governance - The management assessed the effectiveness of internal control over financial reporting and concluded it was effective as of March 31, 2025, providing reasonable assurance regarding the reliability of financial reporting[173] - The independent registered public accounting firm, Haskell & White LLP, audited the consolidated financial statements and issued an attestation report on the effectiveness of internal control over financial reporting as of March 31, 2025[174] - The company has established an insider trading policy applicable to all directors, officers, and employees to ensure compliance with securities laws[181] - The Board of Directors adopted a code of ethics and business conduct applicable to all employees, officers, and directors, promoting ethical behavior within the company[182] Operational Challenges - The company may face significant operational disruptions due to natural disasters, severe weather, or pandemics, which could materially impact its financial position and results[110] - Cybersecurity risks are increasing, with a notable rise in the frequency and sophistication of attacks, potentially leading to reputational harm and financial losses[113] - The company has invested significantly in information technology and data security measures to protect sensitive information, but these expenditures may adversely affect financial condition and operational focus[113] - The company relies on its information systems for efficient data processing, and any interruptions could lead to customer cancellations and competitive disadvantages[118] Market Position and Strategy - The company operates as an independent nationwide provider of medical cost containment and managed care services, focusing on workers' compensation, automobile insurance claims, and group health insurance benefits[207] - The company serves a diverse customer base, including insurers and government agencies, with no single customer accounting for 10% or more of revenue in fiscal years 2025, 2024, or 2023[63] - The company aims for internal growth and strategic acquisitions in the workers' compensation managed care industry, but faces risks related to personnel retention and resource acquisition[85] - Future growth is contingent on the ability to manage and process claims data effectively, with no assurance that current systems will meet future demands[119]

Financial Performance - Net revenue for fiscal year 2025 was $2,015,458 thousand, a 12.3% increase from $1,794,792 thousand in fiscal year 2024 [192]. - Total homes sold increased to 19,753 in fiscal year 2025, up 16.7% from 16,928 in fiscal year 2024 [192]. - Gross profit for factory-built housing increased to $441,796 thousand, a 10.7% rise from $398,919 thousand in the previous year [195]. - Income before income taxes for fiscal year 2025 was $211,070 thousand, reflecting a 6.0% increase from $199,180 thousand in fiscal year 2024 [200]. - The effective tax rate for fiscal year 2025 was 19.0%, down from 20.7% in fiscal year 2024, attributed to increased tax credits [201]. Order Backlog - The company's home order backlog as of March 29, 2025, was approximately $197 million, an increase of $6 million from $191 million a year earlier [185]. Expenses - Selling, general and administrative expenses rose to $275,315 thousand, an 11.0% increase from $247,920 thousand in fiscal year 2024 [196]. Cash Flow - Cash and cash equivalents at the beginning of fiscal year 2025 were $368.8 million, an increase from $283.5 million in fiscal year 2024, representing a change of $85.3 million [205]. - Net cash provided by operating activities decreased by $46.2 million to $178.5 million in fiscal year 2025, primarily due to increased working capital needs [205]. - Net cash used in financing activities increased by $40.2 million to $147.9 million in fiscal year 2025, primarily related to common stock repurchases [209]. Loan Originations - Consumer loan originations decreased by $24.7 million to $66.1 million in fiscal year 2025, down from $90.8 million in fiscal year 2024 [206]. - Commercial loan originations increased by $32.1 million to $143.4 million in fiscal year 2025, compared to $111.2 million in fiscal year 2024 [207]. Financial Services - The financial services segment's net revenue increased by 5.3% to $82,347 thousand, primarily due to higher insurance premiums [194]. Market Challenges - The company continues to face challenges in the secondary market for manufactured home-only loans, impacting industry growth [188]. Production and Workforce Management - The company is focused on balancing production levels and workforce size with demand to maximize efficiencies [185]. Debt and Credit Facilities - The company has a $75.0 million revolving credit facility, with no amounts outstanding as of March 29, 2025 [203]. - The company anticipates compliance with its debt covenants, projecting cash availability to exceed operational needs for the next year [203]. Interest Rate and Exchange Rate Sensitivity - A 1% unfavorable change in average interest rates would reduce the fair value of consumer loans receivable by approximately $1.2 million [221]. - A 10% change in exchange rates could have resulted in a revaluation loss of approximately $0.7 million as of March 29, 2025 [223].