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 March 31, 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 001-40524 SHF Holdings, Inc. (Exact name of registrant as specified in Its charter) | Delaware | 86-2409612 | | --- | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 001-41890 BAYVIEW ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands N/A (S ...

BAYVIEW ACQUISITION CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 001-41890 (Exact name of registrant as specified in its charter) Cayman Islands N/A (S ...

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 March 31, 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: 001-41323 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- ...

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 March 31, 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: 001-41323 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- ...

Financial Performance - The Company generated total revenue of $93,549 for the three months ended March 31, 2024, compared to nil revenue for the same period in 2025, resulting in net losses of $5,705,098 and $14,020,050 respectively[172]. - Revenue decreased by $93,549 during the three months ended March 31, 2025, compared to the same period in 2024, primarily due to cost reduction measures including employee furloughs[225]. - The net loss for the three months ended March 31, 2025, was $(14,020,050), compared to $(5,705,098) in the same period in 2024, reflecting an increase in loss of $2,083,098[225]. - The company incurred net losses of $14,020,050 and $5,705,098 for Q1 2025 and Q1 2024, respectively, with an accumulated deficit of $135,428,605 as of March 31, 2025[241]. Operating Expenses - Total operating expenses were $2,806,705 for the three months ended March 31, 2025, down from $3,764,880 in the same period in 2024, reflecting a reduction of $958,175[225]. - Cost of revenue decreased by $621,239 during the three months ended March 31, 2025, attributed to a decrease of approximately $468,000 in direct labor and job costs and $120,000 in overhead[226]. - Research and development expenses decreased by $581,932 during the three months ended March 31, 2025, mainly due to lower personnel costs from the furlough of employees[227]. - Selling and marketing expenses increased by $197,747 during Q1 2025 compared to Q1 2024, primarily due to a $230,000 increase in professional and consulting expenses[228]. - General and administrative expenses decreased by $573,990 during Q1 2025 compared to Q1 2024, driven by a $512,000 decrease in payroll costs[229]. Cash Flow and Financing Activities - Cash and cash equivalents decreased to $70,937 as of March 31, 2025, down from $209,337 as of December 31, 2024[240]. - Net cash used in operating activities was $1,927,792 for Q1 2025, a decrease from $2,093,442 in Q1 2024[250]. - Net cash provided by financing activities was $2,539,392 for Q1 2025, compared to $176,627 in Q1 2024[253]. Debt and Liabilities - The operating loss for the three months ended March 31, 2025, included $10,398,050 of non-cash interest expense recognized on remeasurement of preferred stock liability[172]. - The company recorded a loss on extinguishment of debt amounting to $(3,386,416) during the three months ended March 31, 2025[225]. - Interest expense decreased significantly by $998,382, from $(1,191,862) in the three months ended March 31, 2024, to $(193,480) in the same period in 2025[225]. - Interest expense decreased by $998,382 during Q1 2025 compared to Q1 2024, primarily due to lower debt balances[230]. Investments and Commitments - The Company has entered into a commitment letter with Trumar Capital LLC to acquire a controlling interest in a defense-tech company and a SaaS startup, with the first stage of investment completed at $1.5 million[186][187]. - The Company entered into a convertible facility with Supply@ME Capital Plc with a capacity of up to $5.15 million, of which $150,000 was funded as of March 31, 2025[189]. - The Company issued a $525,000 face amount secured promissory note to Agile Capital Funding for a capital infusion of $500,000, requiring weekly repayments totaling $756,000[196]. - The Company issued a $227,700 face amount convertible promissory note to 1800 Diagonal Lending LLC for a capital infusion of $188,000, with additional financing of up to $2,275,000 expected[197]. Compliance and Regulatory Issues - As of March 31, 2025, the Company was in default under its lease, resulting in a default judgment against the Company in the amount of $409,278[176]. - The Company received a Notice of Noncompliance from NYSE Regulation for not maintaining stockholders' equity of $2.0 million or more, with a compliance plan due by May 29, 2025[179][180]. - The company anticipates incurring net losses for the foreseeable future and raises substantial doubt about its ability to continue as a going concern[242]. Other Financial Metrics - The company recorded a gain on the sale of intellectual property intangible assets at $8,961,872 during the three months ended March 31, 2025[225]. - The company recorded a gain of $127,300 on the change in fair value of warrant liabilities during Q1 2025, compared to a gain of $3,311 in Q1 2024[232]. - EBITDA excludes certain recurring, non-cash charges, and does not reflect cash requirements for asset replacements or new capital expenditures[267]. - Free cash flow does not account for the impact of equity or debt raises, debt repayments, or dividends paid[267]. Accounting Policies - There have been no significant changes to the company's accounting policies during the three months ended March 31, 2025[266]. - As of March 31, 2025, the company has no off-balance sheet arrangements, obligations, assets, or liabilities[263]. - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities[263]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[270].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on January 29, 2025, raising gross proceeds of $200 million from the sale of 20 million units at $10.00 per unit[104]. - An additional 3 million units were sold through the over-allotment option, generating an extra $30 million in gross proceeds[106]. - The total amount placed in the trust account after the IPO and private placements was $231,150,000[115]. - The company incurred transaction costs of $8,898,201 related to the IPO, including $1,150,000 in cash underwriting fees[117]. - The underwriters received a cash underwriting discount of $1,150,000, which is 0.5% of the gross proceeds from the Initial Public Offering[126]. - A deferred fee of $6,900,000, or 3.0% of the gross proceeds from the Initial Public Offering, is contingent upon completing a business combination[126]. Financial Performance - As of March 31, 2025, the company reported a net income of $1,254,543, primarily from interest earned on cash and investments held in the trust account[112]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[111]. - Management has raised substantial doubt about the company's ability to continue as a going concern within one year due to mandatory liquidation considerations[123]. Business Operations and Plans - The company has a 15-month period to complete its initial business combination, which can be extended by up to 6 months with sponsor deposits[108]. - The company intends to use the funds in the trust account primarily for the initial business combination and related operational expenses[118]. - The company has a subscription promissory note allowing it to borrow up to $1,100,000 for working capital, which may convert into Private Placement Units[116]. Financial Obligations and Risks - As of March 31, 2025, the company has no off-balance sheet financing arrangements or obligations with unconsolidated entities[124]. - The company has no long-term debt or capital lease obligations, with a monthly payment of $10,000 for administrative services[125]. - Due to the short-term nature of these investments, the company anticipates no material exposure to interest rate risk[129]. Accounting and Compliance - The company has not identified any critical accounting estimates that could materially affect financial statements[127]. - Management believes that recently issued accounting standards will not have a material effect on the unaudited financial statements[128]. - Following the Initial Public Offering, net proceeds have been invested in U.S. government treasury obligations with a maturity of 185 days or less[129].

Financial Performance - Total revenue for Q1 2025 was $18,886,000, a decrease of 10% compared to $20,968,000 in Q1 2024[18] - Net loss for Q1 2025 was $80,691,000, compared to a net loss of $125,714,000 in Q1 2024, representing a 36% improvement[18] - For the three months ended March 31, 2025, the company reported a net loss of $80.7 million, an improvement from a net loss of $125.7 million in the same period of 2024, representing a 35.8% reduction in losses[25] - The basic and diluted loss per share for Q1 2025 was $(1.92), significantly improved from $(4.44) in Q1 2024[134] - The operating loss for the total company was $72.272 million, with Autonomy Solutions reporting a loss of $67.480 million and ATS a loss of $4.792 million[174] Expenses and Costs - Operating expenses decreased to $64,172,000 in Q1 2025, down 44% from $115,314,000 in Q1 2024[18] - Research and development expenses for Q1 2025 were $38,288,000, a decrease of 44% from $67,750,000 in Q1 2024[18] - Stock-based compensation expense totaled $19.380 million for the three months ended March 31, 2025, down from $44.465 million in 2024[160] - The company incurred $9.8 million in total charges associated with employee severance and related costs through March 31, 2025, as part of its restructuring efforts[194] Cash and Liquidity - Cash and cash equivalents decreased to $59,322,000 as of March 31, 2025, down from $82,840,000 as of December 31, 2024[16] - As of March 31, 2025, the company had total liquidity of $138.2 million, consisting of $59.3 million in cash and cash equivalents and $78.9 million in marketable securities[32] - The company utilized $44.2 million in cash for operating activities during the same period, compared to $81.2 million in the prior year, indicating a 45.6% decrease in cash used[25] Assets and Liabilities - Total assets decreased to $319,449,000 as of March 31, 2025, from $365,213,000 as of December 31, 2024[16] - Total liabilities slightly decreased to $581,119,000 as of March 31, 2025, from $586,002,000 as of December 31, 2024[16] - The company’s accumulated deficit increased to $2,193,526,000 as of March 31, 2025, compared to $2,112,835,000 as of December 31, 2024[16] Revenue Concentration - The company’s revenue is significantly concentrated, with three customers accounting for 44%, 14%, and 13% of accounts receivable as of March 31, 2025[39] - North America accounted for 79% of total revenue in Q1 2025, down from 97% in Q1 2024, while Europe and the Middle East increased to 19% from 3%[52] Acquisitions and Investments - The acquisition of EM4 was completed on March 18, 2024, for an aggregate purchase price of approximately $4.2 million in cash, with potential contingent payments of up to $6.75 million based on financial performance targets[46] - The total assets acquired from EM4 amounted to $11,016,000, with net assets acquired valued at $6,240,000 after assuming liabilities of $4,776,000[47] - The company recognized a gain of $1.5 million from the acquisition of EM4, attributed to the purchase price being lower than the estimated fair value of net assets acquired[47] Debt and Financing - The company issued $625.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2026, with interest payable semi-annually[77] - The net carrying amount of the 2026 Convertible Senior Notes was $183.236 million as of March 31, 2025, down from $201.015 million at the end of 2024[89] - The Company recognized $3.5 million in interest expense for the Senior Notes during the three months ended March 31, 2025[99] Legal and Regulatory Matters - The company intends to vigorously defend against ongoing legal matters, which are not expected to have a material adverse impact on financial results[168] Future Outlook - The company expects to continue incurring operating losses due to investments in product development and market expansion, indicating a focus on long-term growth strategies[31] - Research and Development (R&D) costs are expected to remain elevated as the company continues to invest in product enhancements and new technology development, leading to anticipated operating losses for the foreseeable future[209]

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on January 29, 2025, raising gross proceeds of $200 million from the sale of 20 million units at $10.00 per unit[104]. - An additional 3 million units were sold through the over-allotment option, generating an extra $30 million in gross proceeds[106]. - The total amount placed in the trust account after the IPO and private placements was $231,150,000[115]. - The company incurred transaction costs of $8,898,201 related to the IPO, including $1,150,000 in cash underwriting fees[117]. - The underwriters received a cash underwriting discount of $1,150,000, which is 0.5% of the gross proceeds from the Initial Public Offering[126]. - A deferred fee of $6,900,000, or 3.0% of the gross proceeds, will be payable to underwriters upon completion of a business combination[126]. Financial Performance - As of March 31, 2025, the company reported a net income of $1,254,543, primarily from interest earned on cash and investments held in the trust account[112]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[111]. - As of March 31, 2025, the company had cash of $923, indicating limited liquidity prior to the IPO[113]. - Management has raised substantial doubt about the company's ability to continue as a going concern within one year due to mandatory liquidation considerations[123]. Business Operations and Strategy - The company has a 15-month period to complete its initial business combination, which can be extended by up to 6 months with sponsor deposits[108]. - The company intends to use funds from the trust account primarily to complete its initial business combination and for working capital of the target business[118]. Financial Obligations and Risks - As of March 31, 2025, the company has no off-balance sheet financing arrangements or obligations[124]. - The company has no long-term debt or capital lease obligations, with a monthly payment of $10,000 for administrative services[125]. - The net proceeds from the Initial Public Offering have been invested in U.S. government treasury obligations with a maturity of 185 days or less[129]. - Due to the short-term nature of these investments, the company believes there is no material exposure to interest rate risk[129]. Accounting and Reporting - The company has not identified any critical accounting estimates that could materially affect financial statements[127]. - Management believes that recently issued accounting standards will not have a material effect on financial statements[128].

Financial Performance - The company incurred net operating losses for the three months ended March 31, 2025, and 2024, with exploration expenses remaining unchanged at $0.1 million [84]. - Administrative expenses decreased from $1.0 million in Q1 2024 to $0.7 million in Q1 2025, primarily due to cost reduction efforts [85]. - Loss from discontinued operations, net of taxes, was $0.4 million for Q1 2025, a significant decrease from $3.3 million in Q1 2024 [89]. - Revenue from the sale of metals dropped to zero in Q1 2025 from $1.2 million in Q1 2024 due to the cessation of mining operations [94]. - The company anticipates cash resources will be exhausted in the first quarter of 2026 without additional cash inflows or asset sales [92]. - Higher than anticipated exploration, maintenance, general and administrative costs are a concern [101]. - Decreases in silver and gold prices may impact financial performance [102]. Assets and Liabilities - The company had current assets of approximately $4.0 million and current liabilities of approximately $4.9 million as of March 31, 2025 [91]. - The company completed the sale of Silex Argentina for $3.5 million and other properties for a total of $1.2 million in 2024 and 2025 [77]. Exploration and Projects - The company plans to formalize a joint venture agreement with Cascadero Copper Corporation to advance exploration activities on the Desierto I concession in 2025 [81]. - The company exercised its option to earn a 60% interest in the Sand Canyon project in January 2025, with no drilling planned for the year [82]. - The Company is advancing the Sarita Este/Desierto project and completing joint venture documents with Cascadero [101]. - The Sand Canyon project is also progressing with a joint venture with Golden Gryphon Explorations, Inc. [102]. Costs and Investments - The company recorded $0.2 million in care and maintenance costs for the Velardeña Properties in Q1 2025, following the suspension of mining activities [94]. - The Company plans to raise additional cash in the near-term to meet expected cash needs [101]. - The Company invests excess cash in U.S. government and investment-grade debt securities, with a nominal reduction in interest income expected from a 1% decrease in interest rates [104]. - Currency exchange fluctuations may affect costs due to expenditures in foreign currencies, primarily in Mexico and Argentina [105]. - The Company is primarily engaged in the exploration of gold, silver, zinc, lead, and other minerals, with commodity price decreases potentially impacting reserve establishment and mining capabilities [106].