Core Viewpoint - BeWhere Holdings Inc. is conducting a private placement offering of up to 5,720,000 common shares at a price of C$0.70 per share, aiming for gross proceeds of up to C$4,004,000 to support business expansion and working capital needs [1][3]. Group 1: Offering Details - The offering includes an Over-Allotment Option allowing agents to sell an additional 1,430,000 common shares, potentially raising an extra C$1,001,000 [2]. - The offering will be completed on a private placement basis, utilizing the "listed issuer financing" exemption in Canada and other jurisdictions, excluding Quebec [4]. - The expected closing date for the offering is around February 18, 2026, pending necessary regulatory approvals [7]. Group 2: Use of Proceeds - The net proceeds from the offering will be allocated to expanding the equipment rental business, funding European expansion, and covering general corporate purposes [3]. Group 3: Agent Compensation - The company will pay agents a cash commission of 6.0% on the gross proceeds and issue warrants equal to 6.0% of the number of offered securities at the issue price [6]. Group 4: Company Overview - BeWhere specializes in low-power 5G IoT wide-area tracking technology, providing remote monitoring solutions across various sectors, including transportation and logistics [9]. - The company's tracking solutions are designed to be cost-effective and easy to implement, enhancing the capabilities of AI management platforms [10].

Core Insights - BeWhere reported record quarterly sales of over $5.5 million for the three months ended June 30, 2025, representing a 28% increase compared to the same period in 2024, driven by strong product sales [2][7] - The company ended the quarter with $4.5 million in cash, despite facing challenges from tariff impacts on profitability [2][7] Financial Performance - Total revenue for Q2 2025 was $5,519,689, up from $4,320,672 in Q2 2024, marking an increase of $1,199,017 [7] - Recurring revenue increased by 21% year over year, reaching $2,005,455 compared to $1,660,689 in the prior year [7] - Annual recurring revenue (ARR) grew by 23%, standing at approximately $8.2 million at the end of Q2 2025, up from $6.6 million in Q2 2024 [7] - Gross profit for the quarter was $1,440,915, a slight increase of 2% from $1,411,263 in the same quarter of 2024, impacted by approximately $425,000 in higher tariff charges [7] - Adjusted EBITDA decreased by 42% year over year to $326,565 from $566,317, also affected by tariff costs [7] Company Overview - BeWhere specializes in low-power 5G IoT wide-area tracking technology, providing remote monitoring solutions that address cost, power, and environmental challenges [5] - The company has experienced rapid growth over the last six years, collaborating with Fortune 500 companies and deploying hundreds of thousands of trackers across various sectors [5][6] - BeWhere's tracking solutions are designed to be cost-effective and simple to implement, enhancing the capabilities of AI management platforms through increased connected devices [6]