Financial Performance - Q4 revenue reached $60.6 million, exceeding the high end of guidance, with FY25 revenue totaling $251.8 million[3] - Adjusted EBITDA for Q4 was $8.3 million, while FY25 adjusted EBITDA was $48.1 million[5] - Free cash flow for Q4 was $9.7 million, contributing to a total of $46.8 million for FY25, nearly three times the previous year[3] - The company projects FY26 revenue guidance of $300 million to $320 million, reflecting a 23% year-over-year increase at the midpoint[3] - The company anticipates first fiscal quarter revenue between $110 million and $120 million, including a $49.5 million patent license payment[8] - GAAP revenue for Q4 2025 was $60.639 million, up from $54.805 million in Q4 2024, representing a growth of 3.1%[51] - The company reported GAAP net cash provided by operating activities of $12.752 million for Q4 2025, compared to $6.115 million in Q4 2024[51] Profitability Metrics - Gross margin for Q4 was 72.6%, compared to 63.7% in Q4 FY24[5] - GAAP gross profit increased to $43.995 million in Q4 2025, compared to $34.895 million in Q4 2024, resulting in a gross margin of 72.6%[51] - Adjusted EBITDA for the twelve months ended September 30, 2025, was $48.064 million, down from $80.616 million in the previous year[51] - The net loss for the twelve months ended September 30, 2025, was $18.714 million, a significant improvement from a net loss of $588.078 million in 2024[49] - The company anticipates GAAP net income for FY2026 to range from a loss of $8.117 million to a profit of $11.883 million[53] Cash Flow and Assets - Net cash provided by operating activities for FY25 was $61.2 million, significantly up from $17.2 million in FY24[5] - Cash and cash equivalents at the end of the period were $84.017 million, down from $121.485 million at the end of September 30, 2024[46] - Total current assets decreased to $190.757 million as of September 30, 2025, from $265.509 million in 2024, reflecting a decline of about 28.2%[46] - Free cash flow for FY2026 is expected to be between $55.5 million and $65.5 million[53] Operational Metrics - The core technology business is expected to grow by 8% in FY26, excluding professional services[2] - The percentage of worldwide auto production utilizing Cerence technology reached 52% over the trailing twelve months[7] - The number of Cerence connected cars shipped increased by 14% year-over-year[7] - The number of Cerence enabled cars shipped on a TTM basis was over 525 million, showcasing the company's strong market presence[37] - Research and development expenses for the three months ended September 30, 2025, were $26.403 million, slightly up from $25.227 million in the same period of 2024[41] Liabilities and Shareholder Equity - The total liabilities decreased to $479.915 million as of September 30, 2025, compared to $561.261 million in 2024, indicating a reduction of approximately 14.5%[46] - The weighted-average common shares outstanding for the three months ended September 30, 2025, were 43.339 million, compared to 41.866 million in the same period of 2024[41] - Capital expenditures for FY2026 are projected to be between $(5.5) million and $(1.5) million[53]

Revenue Performance - Revenue for Q3 2025 was $1.34 billion, an increase of 31.0% year-over-year[6] - Year-to-date revenue for 2025 reached $3.93 billion, reflecting a 36.4% increase compared to the prior year period[6] - Full-year 2024 revenue was $4.09 billion, up 31.4% from full year 2023[6] - Total revenue for Q3 2025 reached $1,344,567, a 31.1% increase from $1,026,305 in Q3 2024[24] - Patient and resident service revenue increased to $1,344,302 in Q3 2025, up 31.3% from $1,024,276 in Q3 2024[24] - Skilled nursing services revenue for the nine months ended September 30, 2025, was $3,843,153, a 34.9% increase from $2,849,806 in 2024[30] Net Income and Profitability - Net income for Q3 2025 was $52.3 million, with year-to-date net income of $131.7 million[6] - Net income attributable to PACS Group, Inc. for the nine months ended September 30, 2025, was $131,841, compared to $18,559 for the same period in 2024, representing a 610.5% increase[24] - Operating income for the nine months ended September 30, 2025, was $214,908, compared to $51,094 in 2024, reflecting a 320.5% increase[24] - Net income for the three months ended September 30, 2025, was $52,330,000, a significant increase from $16,210,000 in the same period of 2024, representing a year-over-year growth of 223%[40] Adjusted EBITDA - Adjusted EBITDA for Q3 2025 was $131.5 million, while year-to-date adjusted EBITDA was $363.0 million[6] - Adjusted EBITDA for the three months ended September 30, 2025, reached $131,515,000, compared to $49,082,000 in the same period of 2024, indicating a growth of 168%[40] - Adjusted EBITDAR for the nine months ended September 30, 2025, was $646,216,000, up from $200,954,000 in the same period of 2024, reflecting a substantial increase of 221%[40] - Adjusted EBITDA for full-year 2025 is projected to be between $480 million and $490 million[14] Cash and Liquidity - As of September 30, 2025, cash and cash equivalents totaled $355.7 million, up from $157.7 million as of December 31, 2024[6] - Net cash at the end of the period was $359,056, significantly up from $62,012 at the end of September 2024[25] - Cash provided by operating activities for the nine months ended September 30, 2025, was $407,614, compared to $302,751 in 2024[25] Occupancy and Facilities - Mature facilities occupancy was 94.8%, significantly higher than the industry average of 79%[6] - The occupancy rate for skilled nursing services was 88.9% for the nine months ended September 30, 2025, down from 90.8% in 2024[30] - The occupancy rate for skilled nursing services decreased to 86.2% in 2025 from 94.4% in 2024, reflecting an 8.2% decline[31] - The number of facilities at period end increased to 290 in Q3 2025, up 16.5% from 249 in Q3 2024[28] - The number of operational beds at period end increased to 32,677 in Q3 2025, a 19.0% increase from 27,467 in Q3 2024[30] - The total number of facilities at period end increased by 3 to 79 in new facilities, representing a 3.9% growth[31] - The number of facilities decreased by 31 to 62 in ramping facilities, a decline of 33.3% compared to 93 in 2024[31] Costs and Expenses - The company reported a total rent-cost of services of $95,107,000 for the three months ended September 30, 2025, compared to $72,632,000 in the same period of 2024, which is an increase of 31%[40] - Interest expense for the three months ended September 30, 2025, was $8,529,000, slightly down from $9,029,000 in the same period of 2024, showing a decrease of 6%[40] - Provision for income taxes for the three months ended September 30, 2025, was $23,966,000, compared to $17,446,000 in the same period of 2024, marking an increase of 37%[40] - Depreciation and amortization expenses for the three months ended September 30, 2025, totaled $14,401,000, up from $10,523,000 in the same period of 2024, which is an increase of 37%[40] - The company incurred acquisition-related costs of $101,000 for the three months ended September 30, 2025, compared to $845,000 in the same period of 2024, indicating a decrease of 88%[40] - Stock-based compensation expense for the three months ended September 30, 2025, was $12,516,000, slightly up from $12,304,000 in the same period of 2024, reflecting an increase of 2%[40] - Legal and other costs for the three months ended September 30, 2025, amounted to $19,596,000, with no comparable costs reported in the same period of 2024, indicating new expenditures in this area[40] Patient Acuity and Rates - The average daily rate for Medicare patients increased to $988.41 in mature facilities for the three months ended September 30, 2025, compared to $947.82 in 2024[35] - The skilled mix by revenue for mature facilities increased to 56.4% in 2025 from 55.0% in 2024, indicating a shift towards higher acuity patients[34] - The average daily rate for total skilled patient payors increased to $824.34 in 2025 from $805.90 in 2024[35] - The skilled mix by nursing patient days for new facilities increased to 24.7% in 2025 from 22.3% in 2024, indicating improved patient acuity[34] - Skilled nursing services revenue for new facilities increased by $143,808 or 19.3% to $887,886 in 2025 from $744,078 in 2024[31]

Revenue Performance - Total revenue for Q3 2025 was $6,783,000, a 76% increase from $3,860,000 in Q3 2024[18] - Product revenue increased to $2,195,000 in Q3 2025, up 12% from $1,958,000 in Q3 2024[18] - Service revenue surged to $4,588,000 in Q3 2025, compared to $1,902,000 in Q3 2024, representing a 142% increase[18] - For the three months ended September 30, 2025, the company incurred a net loss of $5.4 million, compared to a net loss of $2.6 million for the same period in 2024[149] - Pro forma net revenue for the three months ended September 30, 2025, was $6.8 million, compared to $5.8 million for the same period in 2024[88] Financial Losses - Operating loss for Q3 2025 was $(4,734,000), compared to $(2,645,000) in Q3 2024, indicating a worsening of 79%[18] - Net loss for Q3 2025 was $(5,400,000), compared to $(2,616,000) in Q3 2024, representing a 106% increase in losses[18] - For the nine months ended September 30, 2025, the net loss was $14.276 million, compared to a net loss of $8.309 million for the same period in 2024, representing a 72% increase in losses[24] Assets and Liabilities - Total assets as of September 30, 2025, were $25,644,000, significantly up from $15,284,000 as of December 31, 2024[15] - Total liabilities increased to $23,112,000 as of September 30, 2025, compared to $7,330,000 at the end of 2024[15] - Stockholders' equity decreased to $2,532,000 as of September 30, 2025, down from $7,954,000 as of December 31, 2024[15] Cash Flow and Financing - Net cash used in operating activities was $11.451 million for the nine months ended September 30, 2025, compared to $9.751 million for the same period in 2024, indicating a 17% increase in cash outflow[24] - The company reported net cash provided by financing activities of $14.223 million for the nine months ended September 30, 2025, compared to $14.822 million for the same period in 2024, showing a slight decrease of 4%[24] - Cash and cash equivalents at the end of the year were $3.087 million, down from $6.311 million at the end of the previous year, reflecting a decrease of 51%[24] Strategic Acquisitions and Business Model - The company acquired all operating assets of The Sleep Center of Nevada for a total consideration of $6.0 million in cash and $1.5 million in common stock, marking a strategic expansion into sleep disorder treatment[29] - The company is exploring additional acquisitions and collaborations with medical sleep practices to expand its business model and revenue streams[37] - The company has shifted its focus to direct patient services, including home sleep screenings and telemedicine, under its new business strategy[32] Revenue Recognition and Customer Contracts - Revenue recognition follows ASC Topic 606, with legacy VIP enrollment revenue expected to continue through 2026[44] - Estimated customer life for VIP contracts ranges from 14 to 27 months, impacting revenue recognition timing[48] - Revenue from appliance sales is recognized upon transfer of control to the VIP, with the company acting as the principal in the transaction[59] Market and Operational Challenges - The Federal Reserve's elevated interest rates pose a risk to the company's revenue, earnings, and access to capital[207] - Changes in U.S. trade policy and tariffs may materially impact the company's sourcing strategy and competitiveness of contract manufacturers[205] - Ongoing geopolitical tensions, including the war in Ukraine and Middle East hostilities, could adversely affect demand for the company's products and capital market stability[209] Compliance and Regulatory Matters - The company received a notice from Nasdaq regarding non-compliance with the $2,500,000 minimum stockholders' equity requirement as of March 31, 2024[211] - Following a $7.5 million equity private placement, the company reported compliance with the equity requirement and received continued listing approval from Nasdaq[211] - The company is exploring additional equity capital financings to maintain compliance with Nasdaq's equity requirement[212]

Financial Performance - For the three months ended September 30, 2025, net revenue was $0.9 million, a decrease of 35.7% from $1.4 million for the same period in 2024[272]. - Gross margin for the three months ended September 30, 2025 was (13.9)%, compared to 15.2% for the same period in 2024, reflecting a decrease of 29.1 percentage points[274]. - General and administration expenses for the three months ended September 30, 2025 were $4.6 million, down 30.3% from $6.6 million in the same period of 2024[275]. - Research and development costs for the three months ended September 30, 2025 were $6,000, a significant decrease of 95.1% from $122,000 for the same period in 2024[276]. - Net loss from continuing operations for the three months ended September 30, 2025 was $6.8 million, or $(0.16) per share, compared to a net loss of $5.0 million, or $(0.26) per share, for the same period in 2024[278][279]. - For the nine months ended September 30, 2025, net revenue was $3.6 million, a decrease of 32.1% from $5.3 million for the same period in 2024[280]. - Gross margin profit for the nine months ended September 30, 2025 was $1.1 million, compared to a gross margin loss of zero for the same period in 2024[282]. - General and administration expenses for the nine months ended September 30, 2025 were $13.4 million, down 36.1% from $20.8 million in the same period of 2024[283]. - Interest expense for the nine months ended September 30, 2025 was $2.7 million, an increase of 35.9% from $2.0 million for the same period in 2024[285]. - As of September 30, 2025, the company's working capital deficit was $47.5 million, compared to $1.5 million as of December 31, 2024[293]. - The company estimates it will have enough cash and liquidity to finance its operating requirements for at least 12 months from the date of filing the financial statements[294]. - The company anticipates continuing to incur losses and will need additional capital to fund operations, which may be raised through public or private equity or debt financings[298]. Business Developments - ProPhase Labs, Inc. ceased providing COVID-19 diagnostic testing in May 2025 due to insurance carriers stopping payment for claims, leading to a Chapter 11 reorganization filing on September 22, 2025[244]. - The BE-Smart™ Esophageal Pre-Cancer Diagnostic Screening Test achieved a technical success rate greater than 95% in a validation study completed on June 17, 2025, with commercialization planned for Q1 2026 and broader insurance-backed commercialization targeted for Q3 2026[251]. - The U.S. District Court vacated the FDA's Final Rule expanding oversight of Laboratory Developed Tests (LDTs), allowing for faster market entry for the BE-Smart™ test[252]. - ProPhase acquired Nebula Genomics, Inc. in August 2021, focusing on genomics sequencing technologies and exploring the potential sale of Nebula while growing its genomics business[245]. - DNA Complete, formed in September 2024, offers whole genome sequencing products with plans to expand into retail stores and provide testing for universities[246]. - DNA Complete provides three tiers of DNA testing (Essential, Pro, Elite) with varying levels of analysis and personalized health reports, including over 350 reports for the Elite tier[260]. - Nebula Genomics offers affordable whole genome sequencing and over 300 personalized reports, with a subscription model for ongoing updates[258]. - The BE-Smart™ test is supported by a full intellectual property portfolio, with protection expected until 2040, enhancing commercialization efforts[256]. - ProPhase owns dietary supplements under the TK Supplements® brand, including products like Legendz XL® and Triple Edge XL®[249]. Bankruptcy and Legal Matters - The bankruptcy filing aims to streamline recovery of potentially tens of millions in unpaid insurance claims related to COVID-19 testing[244]. - The company has not generated diagnostic services revenue for the three months ended September 30, 2025, due to the expiration of the federal Public Health Emergency related to COVID-19[315]. Market and Economic Conditions - The company is subject to inflationary trends, which may impact costs related to retail operations and diagnostic services[320]. - Current economic conditions may lead to a decline in business and consumer spending, adversely affecting financial performance[326]. - There have been no material changes to market risk exposures since December 31, 2024[327]. - The company does not expect material losses in its investment portfolio or excessive exposure to market risks associated with interest rates[325]. Financing Activities - The company entered into a Sales Agreement with WestPark Capital, Inc. to offer and sell shares of its common stock with an aggregate offering price of up to $100 million[316]. - In April 2024, the company sold 1,033,500 shares of common stock, receiving cash proceeds of $4.6 million, net of offering costs[318]. - On November 12, 2024, the company closed on a public offering, selling 4,795,000 shares at a price of $0.72 per share, resulting in net cash proceeds of $3 million[319]. Contractual Obligations - The company has contractual obligations to pay Global BioLife a royalty of 5.5% on sales of Equivir products after the first commercial sale[308]. - Under the Linebacker License Agreement, the company must pay $900,000 upon achieving a first Phase 3 study and an additional $1 million upon receiving regulatory approval for the first product[309]. - The company purchased assets from Stella Diagnostics for $3.5 million in cash and 100,000 shares of common stock, with additional royalties of 5% of Adjusted Gross Margin for seven years post-commercialization[310][312].

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 September 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 0-7406 PrimeEnergy Resources Corporation (Exact name of registrant as specified in its charter) Delaware 84-0637348 (State or other jurisdi ...

Business Development and Strategy - The company is focused on developing an Enterprise Autonomy Suite (EAS) that integrates advanced autonomous driving technology with data analytics, asset tracking, and fleet management [197]. - EAS is designed to be compatible with existing vehicle assets and aims to facilitate the adoption of industrial autonomy, targeting a transition to full automation for clients [198]. - The company aims to establish customer relationships with OEMs to embed its technology into their vehicle roadmaps, facilitating a "land and expand" strategy across multiple sites [206]. - The company has EAS licenses with paying customers and has conducted pilot deployments, indicating early market traction [203]. - The company is positioned to address industry challenges such as labor shortages and high upfront investment commitments through its autonomous vehicle solutions [195]. Financial Performance - For the three months ended September 30, 2025, the Company recognized revenue of $69,973, primarily from EAS subscriptions, software royalties, and hardware revenue [227]. - The cost of revenue for the same period was reported at $50,816, mainly consisting of deployment costs, personnel costs, travel expenses, and associated hardware costs [228]. - Research and development expenses increased by approximately $2.5 million or 88.0% to $5.3 million for the three months ended September 30, 2025, compared to $2.8 million for the same period in 2024 [230]. - General and administrative expenses for the three months ended September 30, 2025, increased by approximately $0.6 million or 23.9% to $3.2 million from approximately $2.6 million for the same period in 2024 [232]. Cash Flow and Funding - As of September 30, 2025, the Company had unrestricted cash of approximately $4.8 million and short-term investments of approximately $30.1 million [238]. - The Company entered into an ATM Sales Agreement allowing for the sale of up to $8.8 million of common stock, with a commission of up to 3.0% on gross proceeds [239]. - On December 20, 2024, the Company raised approximately $18.2 million from a public offering, after deducting placement agent fees and other expenses [244]. - The Company received net proceeds of approximately $12.7 million from a registered direct offering on June 26, 2025 [246]. - The Company received net proceeds of approximately $14.7 million from a registered direct offering on June 27, 2025 [247]. - Net cash used in operating activities for the nine months ended September 30, 2025 was approximately $16.8 million, an increase of 8.3% compared to $15.6 million for the same period in 2024 [251]. - Net cash used in investing activities for the nine months ended September 30, 2025 was approximately $31.6 million, a decrease of approximately $34.0 million compared to net cash provided by investing activities of approximately $2.6 million for the same period in 2024 [252]. - Net cash provided by financing activities for the nine months ended September 30, 2025 was $29.6 million, an increase of approximately $18.2 million compared to $11.4 million for the same period in 2024 [253]. - The company has sufficient funds for sustainable operations and can meet its payment obligations for the next 12 months based on cash flow projections [250]. Corporate Structure and Compliance - The appointment of a new Chief Financial Officer, Natalie Russell, is expected to enhance the company's financial strategy and operations [212]. - The company is classified as an "emerging growth company" and intends to take advantage of exemptions from various reporting requirements [254]. - The company will cease to be an emerging growth company upon reaching annual gross revenues of $1.07 billion or more [255]. - The company is also classified as a "smaller reporting company" with a market value of stock held by non-affiliates less than $700 million and annual revenue below $100 million [256]. - The company may continue to rely on exemptions from certain disclosure requirements as a smaller reporting company [256]. Operational Adjustments - The Company implemented a cost reduction plan to decrease its average monthly cash burn from approximately $1.8 million to approximately $1 million for 90 days [243]. - The net cash used in operating activities was primarily attributed to an increase in prepaid inventory and security deposits for a new office location [251]. - The decrease in net cash used in investing activities was due to short-term investment purchases and equipment acquisitions, offset by investment proceeds [252].

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 September 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 GOLDENSTONE ACQUISITION LIMITED (Exact Name of Registrant as Specified in Charter) Delaware 001-41328 85-3373323 (State or Other Jurisdiction of Incorporation) (C ...

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 September 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 GOLDENSTONE ACQUISITION LIMITED (Exact Name of Registrant as Specified in Charter) Delaware 001-41328 85-3373323 (State or Other Jurisdiction of Incorporation) (C ...

IPO and Fundraising - The company completed its Initial Public Offering on November 8, 2021, raising gross proceeds of $172.5 million from the sale of 15 million Units at $10.00 per Unit and an additional 2.25 million Units from the underwriters' over-allotment option [151][152]. - The company generated gross proceeds of $172,500,000 from the sale of 17,250,000 Units at a price of $10.00 per Unit during its Initial Public Offering on November 8, 2021 [179]. - As of November 2, 2023, $175.95 million from the IPO proceeds was placed in a Trust Account, which was invested in U.S. government securities and money market funds [153]. - The company entered into an Investment Agreement with Sunorange on April 27, 2023, which included the acquisition of 3,557,813 Class B Ordinary Shares and 6,160,000 Private Placement Warrants [154]. - Following the Sunorange Investment, the company raised an additional $300,000 to support the first three months of the 2023 Extension, with a commitment for $100,000 for each subsequent month until May 8, 2024 [156]. Shareholder Redemptions - At the 2023 EGM, shareholders redeemed 12,626,668 Class A Ordinary Shares for approximately $132.62 million, at a redemption price of about $10.50 per share [157]. - The company approved the extension of the business combination period to November 8, 2024, with shareholders redeeming 2,374,826 Class A ordinary shares for approximately $26.91 million at $11.33 per share [162]. - At the November 2024 EGM, shareholders redeemed 1,383,214 Class A ordinary shares for approximately $16.16 million at $11.68 per share [163]. - The company held a May 2025 EGM, where shareholders redeemed 742,834 Class A ordinary shares for approximately $9.0 million at $12.18 per share [164]. Financial Performance - As of March 31, 2025, the company reported a net income of $75,299, consisting of $81,092 in interest earned and $5,793 in operating expenses [174]. - The company had cash outside the Trust Account of $99,772 available for working capital needs as of March 31, 2025 [176]. - As of March 31, 2025, approximately $10.42 million of the Initial Public Offering proceeds and interest earned were held in the Trust Account [179]. - The company has until November 8, 2025, to complete a Business Combination, as approved by shareholders at the May 2025 EGM [188]. Debt and Obligations - The company had no outstanding borrowings under the Working Capital Loan as of March 31, 2025 [181]. - The company issued a promissory note in the principal amount of up to $1,500,000 to Sunorange, with $1,204,630 outstanding as of March 31, 2025 [183]. - The company issued the May 2024 Note for up to $225,000, with $225,000 outstanding as of March 31, 2025 [185]. - The company had no long-term debt, capital, or operating lease obligations as of March 31, 2025 [190]. Business Operations - The company has not commenced any operations and will not generate operating revenues until after the completion of an initial Business Combination [173]. - Engaged EarlyBirdCapital as an advisor for the initial Business Combination, agreeing to pay a fee of 1.75% of the gross proceeds of the IPO, amounting to $3,018,750 recorded in service fees [191]. - A contingent fee of at least $3,500,000 was agreed upon with a third-party consultant for assistance in the Business Combination, but no expenses were recorded as the agreement was terminated on May 8, 2023 [192]. - A new agreement with a third-party consultant on August 29, 2023, includes a contingent fee of 0.05% of the implied enterprise value of the target, with $400,000 recorded in service fees [193]. Accounting and Reporting - Class A Ordinary Shares subject to possible redemption are classified as temporary equity, presented at redemption value outside of the shareholder's equity section [196]. - Basic and diluted net income per share is calculated by dividing net income by the weighted average number of Ordinary Shares outstanding, with earnings shared pro rata between redeemable and non-redeemable shares [199]. - The calculation of diluted income per Ordinary Share excludes the effect of Warrants issued in connection with the IPO, as their exercise is contingent upon future events [200]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [206]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years following the IPO [207]. - No critical accounting estimates have been identified as of the end of the reporting period [194]. - The company does not expect the adoption of recently issued accounting standards to have a material impact on its future consolidated financial statements [205].

IPO and Financial Proceeds - The company completed its Initial Public Offering on November 8, 2021, raising gross proceeds of $172.5 million from the sale of 15 million Units at $10.00 per Unit and an additional 2.25 million Units from the underwriters' over-allotment option [151][152]. - The company generated gross proceeds of $172,500,000 from the sale of 17,250,000 Units at a price of $10.00 per Unit during its Initial Public Offering on November 8, 2021 [179]. - As of November 2, 2023, $175.95 million from the IPO proceeds was placed in a Trust Account, which was invested only in U.S. government securities or money market funds [153]. - As of March 31, 2025, approximately $10.42 million of the Initial Public Offering proceeds and interest earned were held in the Trust Account [179]. Shareholder Redemptions - At the 2023 EGM, shareholders redeemed 12,626,668 Class A Ordinary Shares for approximately $132.62 million, at a redemption price of about $10.50 per share [157]. - The company held an extraordinary general meeting on May 2, 2024, where shareholders redeemed 2,374,826 Class A ordinary shares for approximately $26.91 million at a redemption price of about $11.33 per share [162]. - At the November 2024 EGM, shareholders redeemed 1,383,214 Class A ordinary shares for approximately $16.16 million at a redemption price of about $11.68 per share [163]. - The company held a May 2025 EGM where shareholders redeemed 742,834 Class A ordinary shares for approximately $9.0 million at a redemption price of about $12.18 per share [164]. Business Combinations and Investments - The company completed the Scage Business Combination on June 27, 2025, with the company surviving as a wholly owned subsidiary of Scage [150]. - The company entered into an Investment Agreement with Sunorange on April 27, 2023, which included the acquisition of 3,557,813 Class B Ordinary Shares and 6,160,000 Private Placement Warrants [154]. - Following the Sunorange Investment, the company had $1.2 million deposited into the Trust Account to support the 2023 Extension as of March 31, 2025 [156]. Financial Position and Income - As of March 31, 2025, the company had a net income of $75,299, consisting of $81,092 in interest earned and $5,793 in operating expenses [174]. - The company had cash outside the Trust Account of $99,772 available for working capital needs as of March 31, 2025 [176]. - The company had no outstanding borrowings under the Working Capital Loan as of March 31, 2025 [181]. - The company had no off-balance sheet arrangements as of March 31, 2025 [189]. - The company did not have any long-term debt or capital lease obligations as of March 31, 2025 [190]. Notes and Fees - The company issued a June 2023 Promissory Note for $100,000 per month until the completion of an initial Business Combination, with an outstanding balance of $1.1 million as of March 31, 2025 [158]. - The company issued a promissory note in the principal amount of up to $1,500,000 to Sunorange, with $1,204,630 outstanding as of March 31, 2025 [183]. - The company had $225,000 outstanding under the May 2024 Note as of March 31, 2025 [185]. - Engaged EarlyBirdCapital as an advisor for the initial Business Combination, agreeing to pay a fee of 1.75% of the gross proceeds of the IPO, amounting to $3,018,750 recorded in service fees [191]. - A contingent fee of at least $3,500,000 was agreed upon with a third-party consultant for assistance in the Business Combination, but no expenses were recorded as the agreement was terminated [192]. - A new agreement with a third-party consultant was established on August 29, 2023, with a contingent fee of 0.05% of the implied enterprise value of the target, resulting in $400,000 recorded in service fees [193]. Accounting and Reporting - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value, affecting the balance sheet presentation [196]. - Net income per share is calculated by dividing net income by the weighted average number of Ordinary Shares outstanding, with two classes of shares considered in the calculation [199]. - The diluted income per share does not account for Warrants issued in connection with the IPO, as their exercise is contingent upon future events [200]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [206]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [207]. - Recent accounting standards updates, such as ASU 2023-09 and ASU 2024-03, are being evaluated for their potential impact on financial statements [201][203].