Financial Position and Performance - The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) effective for accounting periods beginning January 1, 2024[22]. - The company has incurred substantial debt, which could impair flexibility and access to capital, adversely affecting financial position[39]. - The company has a history of losses from operations and negative cash flows from operating activities, which may continue in the future[39]. - The company expects to require future additional capital to continue as a going concern[39]. - The company incurred net losses of US$31.8 million and US$24.0 million for the years ended December 31, 2024 and 2023, respectively, with negative cash flows from operating activities of US$4.2 million and US$11.6 million[57]. - The company has a history of negative cash flows from operating activities, raising concerns about its ability to continue as a going concern[58]. - As of December 31, 2024, the total indebtedness was approximately US$101.6 million, with a senior secured term loan outstanding amount of US$75.5 million[62]. - The anticipated annual cash interest expense on US$84.9 million variable rate debt at the current rate of approximately 12.75 percent would be approximately US$10.8 million[72]. - The company incurred an increase in indebtedness of US$9.4 million to US$84.9 million between January 2025 and May 2025[71]. - The company expects to need additional capital in the future, and market conditions may hinder access to funding[59]. Business Strategy and Operations - The company’s long-term success depends on the successful development and commercialization of new products, particularly in the biosensor area[39]. - The transformation plan initiated in April 2024 aims to improve financial performance through cost-saving initiatives, including consolidating manufacturing and outsourcing[81]. - The company plans to reduce costs by changing suppliers and negotiating new deals, as well as simplifying internal operations[82]. - The company made several acquisitions in 2024, including biosensor assets from Waveform and Metabolomic Diagnostics, aiming to expand into maternal health and oncology markets[85]. - The company is facing potential civil claims from the DOJ related to approximately US$4.0 million in first-round PPP loans, with possible treble damages up to US$5.5 million if claims are pursued[90]. - The company may need to raise capital through debt or equity offerings to fund operations and obligations[65]. - The company may encounter difficulties in realizing the potential financial or strategic benefits of recent business acquisitions[39]. - The company is monitoring the impact of geopolitical events, such as the Israel-Hamas and Russia-Ukraine wars, on market conditions and financing availability[59]. Regulatory and Compliance Risks - The company is subject to regulatory risks, including potential delays in obtaining FDA approvals, which could negatively impact product commercialization[51]. - The company’s inclusion in national HIV testing algorithms is critical for sales, and legal challenges to these algorithms could adversely affect business[55]. - The company faces significant competition in the diagnostics industry, with major competitors including Abbott, Roche, and Siemens, which could impact market share and revenues[45]. - The company is subject to regular tax reviews and audits, and disagreements with tax authorities could lead to additional tax liabilities, impacting financial condition[138]. - Changes in the U.S. tax code could significantly affect the company's profitability and the valuation of deferred tax assets and liabilities[139]. - The company is subject to ongoing and extensive post-market regulatory requirements, impacting manufacturing, labeling, and marketing[166]. - Regulatory compliance costs are increasing, and failure to maintain necessary approvals could hinder the ability to market products[157]. - The process for obtaining FDA clearance or approval for medical devices is lengthy and costly, with no assurance of timely approval[159]. - The company is subject to increased scrutiny from the U.S. Department of Justice regarding interactions with healthcare providers, which could lead to investigations and additional compliance costs[189]. Market and Economic Conditions - Changes in global economic conditions may have a material adverse impact on the company's results[39]. - Global trade issues and uncertainties may adversely affect the company's costs and competitiveness, impacting financial results[73]. - The ongoing uncertainty regarding international trade and tariffs poses a risk to the company's cost of goods sold and supply chain stability[100]. - Global economic conditions, including the invasion of Ukraine and the Israel-Hamas war, have increased market volatility and uncertainty, potentially impacting demand for products[111]. - The company has seen disruptions to ordering patterns and demand for its rapid HIV tests due to changes in U.S. government funding, with an estimated 15-20% cut in overall U.S. government spending for development-related programs[49]. Research and Development - The company incurred capitalized R&D expenses of US$10.9 million in 2024, significantly higher than US$1.8 million in 2023 and US$4.5 million in 2022, indicating a strong commitment to R&D following the acquisition of biosensor technology[91]. - Future liquidity and capital requirements will depend on the success of research and product development efforts, particularly in biosensor technology[84]. - The company expects to incur significantly higher R&D costs due to the acquisition of biosensor technology, impacting future financial performance[91]. - The company faces challenges in conducting clinical trials, which are necessary for product approvals, and delays or failures in these trials could adversely affect business prospects[144]. Supply Chain and Manufacturing Risks - Significant interruptions in production at principal manufacturing facilities could adversely affect business and operating results[39]. - The company relies on third-party suppliers for critical components, and disruptions in supply chains could adversely affect manufacturing and sales[98]. - The company experienced interruptions in international supply chains in 2024, which may continue to affect production and fulfillment schedules[114]. - The company faces risks related to manufacturing interruptions, including reliance on third-party manufacturers and potential compliance issues[116][117]. Intellectual Property and Competition - The company holds several active patents, but there is no assurance that these patents will provide sufficient protection against competitive threats or that future patent applications will be successful[197]. - Trade secrets and confidential know-how are critical to the company's success, but there is no guarantee that proprietary information will remain protected[200]. - The diagnostic industry faces prevalent litigation over intellectual property rights, which could lead to costly disputes and limit product sales[205]. - As the diagnostics market grows, the company may face increased patent infringement claims from third parties[206]. - Defending against infringement claims could divert significant resources and lead to substantial litigation expenses[207]. Management and Governance - Approximately 9.6% and 12.5% of the voting share capital is owned by affiliates of Perceptive Credit Holdings III, LP and MiCo IVD Holdings, LLC, respectively, which may influence management decisions[42]. - The company is highly dependent on its senior management team and key employees, and the loss of these individuals could adversely affect operations[43]. - Changes in senior management, including the appointment of a new CEO and CFO, could impact operational effectiveness and results[125][126]. - Ownership concentration by MiCo (12.5%) and Perceptive (9.6%) may influence management decisions and deter favorable transactions for other shareholders[213][214]. Cybersecurity and Data Privacy - Cybersecurity risks, including potential data breaches, could disrupt operations and compromise sensitive data, impacting financial condition and reputation[128][129]. - Compliance with evolving data privacy and cybersecurity regulations may result in significant costs and operational changes for the company[133]. Environmental, Social, and Governance (ESG) Considerations - Increasing scrutiny regarding Environmental, Social, and Governance (ESG) policies may impose additional costs and risks, potentially affecting access to capital[143].

Investment Performance - Investment income for the three months ended March 31, 2025, was $5,965, a decrease from $32,045 in the same period of 2024, primarily due to a decline in accrued interest[139]. - Net investment loss before taxes for the three months ended March 31, 2025, was $(113,218), a significant decrease from a net investment income of $2,815,472 in the same period of 2024[142]. - The fair value of the investment portfolio decreased to approximately $0.7 million as of March 31, 2025, down from approximately $1.1 million as of December 31, 2024[135]. - Net unrealized depreciation on total investments decreased by $110,240 during the three months ended March 31, 2025[145]. - The net decrease in net assets resulting from operations for the three months ended March 31, 2025, was $(223,458), compared to $(1,092,451) for the same period in 2024[147]. Operating Expenses - Operating expenses for the three months ended March 31, 2025, totaled approximately $119,183, compared to $(2,783,427) in the same period of 2024, with significant components including management fees of $7,378 and professional fees of $54,330[140]. - The company may experience losses if management fees and other operating expenses exceed interest income on cash holdings[167]. Investment Strategy - The portfolio composition as of March 31, 2025, included 54.1% in Exchange-Traded/Money Market Funds and 24.9% in Advanced Materials[137]. - The company invests at least 80% of its net assets in technology companies, defined as those deriving at least 50% of revenues from the information technology or cleantech sectors[133]. - The company is required to invest at least 70% of total assets in qualifying assets, including securities of private or micro-cap public U.S. companies[132]. - The company invests in small companies, and its investments in these companies are considered speculative in nature, subject to legal or contractual restrictions on resale[166]. Financial Obligations and Reserves - The company has no contractual obligations or off-balance sheet arrangements that require disclosure[150][151]. - As of March 31, 2025, a portion of the company's assets was invested in cash and/or cash equivalents, which are expected to earn low yields[167]. - The company holds cash reserves to avoid dilution in future financings and to invest additional capital into existing portfolio companies[168]. Accounting and Valuation - The company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the cost basis of the investment[156]. - The values assigned to the company's assets are based on available information and may differ significantly from amounts ultimately realized[165]. - The company believes that the impact of recently issued accounting standards that are not yet effective will not have a material impact on its financial statements upon effectiveness[157]. Market Conditions - Changes in valuation of investments in privately-held companies may be volatile, with potential for significant fluctuations in value[163]. - Inflation has not had a significant effect on the company's results of operations in the reporting periods presented[158]. - The company is required to distribute substantially all of its net realized gains to stockholders on an annual basis[169].

Financial Performance - The company had a net income of $559,864 for the three months ended March 31, 2025, primarily from interest earned on cash and marketable securities held in the trust account of $672,811[174]. - For the three months ended March 31, 2024, the company reported a net income of $2,534,872, with interest earned on cash and marketable securities amounting to $2,276,486[175]. Trust Account and Cash Holdings - As of March 31, 2025, the company had cash and marketable securities in the trust account totaling $85,688,408, which included approximately $23,288,612 of interest income[184]. - Following the First Extension Charter Amendment, approximately $172.4 million remained in the trust account after 7,129,439 Class A ordinary shares were redeemed at a price of approximately $10.86 per share[165]. - After the Second Extension Charter Amendment, approximately $83,770,196 remained in the trust account after 8,620,849 Class A ordinary shares were redeemed at a price of approximately $11.55 per share[167]. - As of March 31, 2025, the company had $85,688,408 in cash and marketable securities held in the trust account for business combination completion[193]. Business Operations and Strategy - The company has not engaged in any operations or generated revenues to date, with activities limited to identifying a target company for a business combination[173]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination[184]. Financing and Debt - The sponsor loaned the company $4,600,000 at no interest, which may be repaid or converted into sponsor loan warrants[178]. - The company issued unsecured promissory notes totaling $1,800,000 on November 6, 2023, to fund extension payments for the business combination period[188]. - The sponsor deposited $150,000 in the trust account in November 2024, December 2024, January 2025, February 2025, and April 2025 to extend the business combination period[191]. - The company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2025[195][196]. - The company has no borrowings under any working capital loans as of March 31, 2025[186]. Expenses and Liabilities - The company has incurred expenses related to being a public company, including legal and financial reporting costs, as well as due diligence expenses[173]. - The deferred underwriting commission from the initial public offering amounts to $11,500,000, contingent upon the consummation of the initial business combination[197]. - The company has a working capital deficit of $3,682,958 as of March 31, 2025[193]. Shareholder Matters - All 15,870,561 Class A ordinary shares are subject to redemption, classified as temporary equity at redemption value[204]. - The company has engaged a legal advisor for services related to the initial business combination, with fees contingent upon success[198]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern due to liquidity conditions[192].

Financial Performance - The company reported a net income of $559,864 for the three months ended March 31, 2025, primarily from interest earned on cash and marketable securities held in the trust account [174]. - As of March 31, 2025, the trust account held cash and marketable securities totaling $85,688,408, including approximately $23,288,612 of interest income [184]. - The company generated total gross proceeds of $230,000,000 from its initial public offering, with transaction costs amounting to $16,804,728 [177][179]. - The deferred underwriting commission from the initial public offering amounts to $11,500,000, contingent upon the consummation of the initial business combination [197]. Shareholder Activity - Shareholders redeemed 7,129,439 Class A ordinary shares for approximately $77.4 million at a redemption price of $10.86 per share following the First Extension Charter Amendment [165]. - Following the Second Extension Charter Amendment, shareholders redeemed 8,620,849 Class A ordinary shares for an aggregate amount of $99,613,642 at a redemption price of approximately $11.55 per share [167]. - All 15,870,561 Class A ordinary shares are subject to redemption and are presented at redemption value as temporary equity [204]. Business Operations - The company has not engaged in any operations or generated revenues to date, focusing solely on identifying a target company for a business combination [173]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing an initial business combination [161]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination and for working capital to finance operations of the target business [184]. Financial Position - The company has cash held outside the trust account of $81,252 available for working capital needs [185]. - As of March 31, 2025, the company had $85,688,408 in cash and marketable securities held in the trust account for business combination completion [193]. - The company has a working capital deficit of $3,682,958 as of March 31, 2025 [193]. - The company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2025 [195][196]. - The company has no borrowings under any working capital loans as of March 31, 2025 [186]. Funding and Financial Support - The company issued an unsecured promissory note to the sponsor for $2,400,000 in connection with the Second Extension Charter Amendment [168]. - The company issued unsecured promissory notes totaling $1,800,000 on November 6, 2023, to fund extension payments for the business combination period [188]. - The sponsor deposited $150,000 in the trust account in November 2024, December 2024, January 2025, February 2025, and April 2025 to extend the business combination period [191]. Legal and Advisory Services - The company has engaged a legal advisor for services related to the initial business combination, with fees contingent upon successful completion [198]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern due to liquidity conditions [192].

Revenue Growth - In 2024, the company's total revenue increased to US$70.31 million, driven by a 167.4% year-over-year growth in the Model-as-a-Service (MaaS) business, which contributed 73.0% of total revenue[405]. - The Hua Zang LLM generated US$28.99 million in revenue, reflecting a 257.9% year-over-year increase, underscoring its significance in enterprise applications[412]. - Revenue from the MaaS segment surged to USD 51.32 million in 2024, accounting for 73.0% of total net revenue, compared to 32.4% in 2023[443]. - The company generated USD 40.88 million from the sale of cloud platform products in 2024, which is 58.1% of total revenue[444]. - Revenue from technology development services increased by 207.5% from US$7.84 million in 2023 to US$24.11 million in 2024, driven by US$10.4 million from MaaS contracts[457]. - Revenue from sales of hardware products increased significantly from US$0.08 million in 2023 to US$1.40 million in 2024, attributed to the successful launch of AI-powered smart glasses[460]. - Revenue from cloud platform products decreased by 13.0% from US$47.01 million in 2023 to US$40.88 million in 2024, attributed to timing-related factors in contract renewals[456]. Financial Performance - The company's net losses narrowed to US$14.55 million in 2024, a significant improvement from the US$27.01 million net loss reported in 2023[412]. - The gross profit margin improved to 68.3% in 2024, up from 66.6% in 2023, with gross profit amounting to USD 48.05 million[441]. - Selling expenses decreased to USD 3.32 million in 2024, representing 4.7% of total revenue, compared to 7.7% in 2023[441]. - General and Administrative Expenses (G&A) increased by 25.2% year-over-year to US$22.94 million in 2024, driven by one-time charges including bad debt provisions and workforce restructuring costs[421]. - Research and Development (R&D) investment decreased by 33.8% year-over-year to US$34.66 million in 2024, primarily due to the completion of the Hua Zang LLM's pre-training phase[414]. - The company reported net revenue of USD 70.31 million for the year ended December 31, 2024, representing a 18.5% increase from USD 59.17 million in 2023[441]. Cost Management - The cost of revenues for 2024 was USD 22.26 million, which is 31.7% of total net revenue, down from 33.4% in 2023[441]. - Cost of revenues increased by 12.8% from US$19.74 million in 2023 to US$22.26 million in 2024, driven by higher cloud hosting service fees and material costs[461]. - General and administrative expenses increased by 420.5% from US$4.41 million in 2023 to US$22.94 million in 2024, primarily due to increased allowance for credit losses[464]. - Selling expenses decreased by 27.0% from US$4.55 million in 2023 to US$3.32 million in 2024, due to reduced staff costs and marketing expenses[463]. Future Outlook - The company aims to deliver over 10,000 units of AI-powered smart glasses in 2025, focusing on the North American market[417]. - The tAIkbox AI customer service solution is set to launch in Q1 2025, designed to enhance operational efficiency across various industries[418]. - The company anticipates bringing the G&A-to-revenue ratio below 15% in 2025 through sustainable cost controls[421]. - The company plans to explore B2C market potential and expand into overseas markets to enhance growth opportunities[432]. Cash Flow and Financing - The company raised approximately US$10 million through registered offerings to support general corporate purposes and strategic initiatives[408]. - Net cash used in operating activities was US$15.14 million in 2024, compared to a net loss of US$14.55 million, with significant adjustments including US$13.45 million in non-cash items[501]. - Net cash provided by financing activities amounted to US$15.84 million in 2024, mainly from US$34.05 million in short-term bank borrowings[506]. - In 2023, net cash provided by financing activities was US$36.47 million, driven by US$34.40 million from the issuance of ordinary shares upon IPO[507]. Market and Economic Factors - Foreign exchange fluctuations may impact profit margins as the company derives revenue in RMB, with potential adverse effects from RMB appreciation against USD[439]. - The company does not hedge against currency risk, which may affect financial results reported in U.S. dollar terms[758]. - Inflation has not had a material effect on the company's business, but significant inflationary pressures could harm financial condition and operating results[765]. - The company is not currently exposed to interest rate risk as it does not own interest-bearing instruments[761]. - Seasonality does not materially affect the company's business or operational results[763]. Customer and Supplier Concentration - The largest customer accounted for 20.4%, 29.3%, and 22.4% of total revenue for the years ended December 31, 2022, 2023, and 2024, respectively[756]. - The top five customers contributed 58.4%, 69.7%, and 49.9% of total revenue for the years ended December 31, 2022, 2023, and 2024, respectively[756]. - Purchases from the top three suppliers represented 66.8%, 73.2%, and 39.6% of total purchases for the years ended December 31, 2022, 2023, and 2024, respectively[757].

Acquisition and Ownership - Brera Holdings acquired approximately 38% of the Italian Serie B football club Juve Stabia as of December 2024, with plans to increase ownership to 51.73% by March 2025[281]. - The company acquired 90% of Fudbalski Klub Akademija Pandev in North Macedonia, rebranding it as Brera Strumica FC, which participates in major UEFA competitions[272]. - Brera Holdings established Brera Tchumene FC in Mozambique, which was promoted to the First Division for Mozambique (Mocambola) for the 2024 season[272]. - Brera Holdings plans to increase the share capital of Juve Stabia by an aggregate amount of €4,500,000 as part of its acquisition strategy[281]. - The company aims to create a "Global Sports Group" portfolio, acquiring top-division football and other sports teams in emerging markets[279]. Financial Performance - Revenue for the year ended December 31, 2024, was €2,886,118, representing an increase of €1,738,626 or 152% compared to €1,147,492 in 2023[294]. - The largest revenue streams for 2024 included sponsorships (€1,494,815), player transfers (€406,988), consulting (€275,000), and media rights (€243,000)[294]. - Operating loss for 2024 was €5,556,040, an increase of €184,873 or 3% compared to €5,371,167 in 2023[299]. - Net loss for 2024 was €5,048,861, an increase of €137,196 or 3% from €4,911,665 in 2023[304]. - Income from grants and donations rose by €219,731 or 65% to €556,580 in 2024, attributed to increased grants received by subsidiary FKAP[300]. Cash Flow and Capital - Cash and cash equivalents as of December 31, 2024, were €1,531,994, down from €2,293,518 in 2023[306]. - Net cash used in operating activities was €3,121,362 for 2024, an increase of €702,838 from €2,418,524 in 2023[318][319]. - The company had net cash provided by financing activities of €2,677,144 in 2024, a significant decrease from €6,364,969 in 2023[318][322]. - The company completed a private placement offering in December 2024, selling 545,000 Series A Preferred Shares for total gross proceeds of $2,725,000 (approximately €2,622,966)[308]. - The company completed a private placement offering, selling 731,400 Series A Preferred Shares at $5.00 per share, generating total gross proceeds of $3,657,000[314]. Expenses and Liabilities - General and administrative expenses increased by €1,801,950 or 28% to €8,219,732 in 2024, primarily due to increased business activity and full-year expenses from major subsidiaries[298]. - Finance costs surged by €68,700 or 1,755% to €72,614 in 2024, mainly due to interest on lease liabilities and long-term debt[301]. - The company incurred a net loss of €5,048,861 for the year ended December 31, 2024, compared to a net loss of €4,911,665 in 2023, reflecting an increase of €137,196[312][319]. - The company’s future contractual obligations total €1,241,048 as of December 31, 2024, primarily related to operating lease commitments and contingent considerations[323]. Market and Growth Opportunities - The global football market is projected to grow from $1.8 billion in 2019 to $3.8 billion by 2027, indicating significant growth opportunities for Brera Holdings[274]. - The FENIX Trophy, a non-professional pan-European football tournament, expanded to twelve clubs for the 2023-2024 season, with plans for sixteen clubs in the 2024-2025 tournament[276]. - The company is focused on bottom-up value creation from undervalued sports clubs and talent, with future revenues expected from consulting opportunities and tournament prizes[280]. Risks and Legal Matters - The company is currently not involved in any material legal proceedings or claims[327]. - The company is exposed to market risks including interest rate risk and foreign currency exchange risk, with a focus on minimizing potential adverse effects on financial performance[470]. - Two customers accounted for 23% of the company's total revenue for the year ended December 31, 2024, indicating a concentration risk[478].

Financial Performance - Total revenues for Q1 2025 were $246,385, a 43.6% increase from $171,535 in Q1 2024[24] - Service revenues increased significantly to $115,476 in Q1 2025 from $2,938 in Q1 2024[24] - Operating loss for Q1 2025 was $5,521,720, improved from a loss of $8,384,504 in Q1 2024[24] - Net loss attributable to VolitionRx stockholders for Q1 2025 was $5,423,759, compared to $8,367,388 in Q1 2024[24] - The net loss for the three months ended March 31, 2025, was $5,476,627, a 35% improvement compared to a net loss of $8,472,005 in the same period in 2024[162] - The company's net loss was $5.5 million, a decrease of approximately $3.0 million compared to a net loss of $8.5 million for the three months ended March 31, 2024[172] Cash and Liquidity - Cash and cash equivalents decreased to $2,600,342 as of March 31, 2025, down from $3,264,429 at the end of 2024[21] - The company experienced a net cash used in operating activities of $4,298,018 in Q1 2025, an improvement from $8,342,384 in Q1 2024[30] - As of March 31, 2025, the company had cash and cash equivalents of $2.6 million and an accumulated deficit of $235.0 million[48] - The company has determined there is substantial doubt about its ability to continue as a going concern without further financing[173] - The company plans to seek additional capital through the sale of debt or equity securities, which may dilute existing stockholders' ownership[175] Expenses and Cost Management - Research and development expenses for Q1 2025 were $2,607,444, down from $4,629,527 in Q1 2024[24] - Total operating expenses reduced to $5.8 million for the three months ended March 31, 2025, down from $8.6 million in the same period in 2024, reflecting a 33% decrease[162][164] - General and administrative expenses decreased to $2.2 million from $2.3 million, a decline of about 2.2% for the three months ended March 31, 2025, compared to the same period in 2024[167] - Sales and marketing expenses decreased to $0.9 million from $1.7 million, a decrease of approximately 46.1% for the three months ended March 31, 2025, compared to the same period in 2024[169] - The company continues to exercise tight cost controls to conserve cash, including directors and employees exchanging part of their fees for RSUs[50] Stock and Financing Activities - The company raised $2,384,654 from issuances of common stock in Q1 2025, compared to $15,733 in Q1 2024[30] - The company raised net proceeds of $2.3 million from the issuance of 4,102,723 shares at an offering price of $0.55 per share in March 2025[67] - In August 2024, the company raised net proceeds of $6.4 million from the sale of 9,170,000 shares and warrants, with a combined offering price of $0.55 per share[68] - The Company entered into a Capital On DemandTM Sales Agreement to sell shares of common stock with an aggregate offering price of up to $7.5 million[128] - The Company entered into a Securities Purchase Agreement with Lind Global Asset Management for $6,250,000 in funding, issuing a Senior Secured Convertible Promissory Note of $7,500,000 and a warrant for 13,020,834 shares at $0.672 per share[150] Assets and Liabilities - Total current liabilities increased to $8,273,099 as of March 31, 2025, compared to $7,790,747 at the end of 2024[21] - The company reported a total stockholders' deficit of $29,026,675 as of March 31, 2025, compared to $26,107,736 at the end of 2024[23] - The total balance for long-term debt payable was $6,394,857, with $1,065,503 due in 2025 and $3,220,798 due in 2028[105] - The total property and equipment as of March 31, 2025, was $9.76 million, with a net value of $4.35 million after accumulated depreciation[55] Research and Development - The company launched the Nu.Q® Vet Cancer Test in the UK and Ireland in November 2023 and in Japan in July 2024, expanding its market presence[148][149] - The company received a $10 million upfront payment from Heska for exclusive rights to sell the Nu.Q® Vet Cancer Test for companion animals, with potential additional milestone payments[144] - The number of full-time equivalent personnel in the research and development division decreased by 14 to 52 compared to the prior year period[165] Internal Controls and Compliance - The company identified a material weakness in its internal controls over financial reporting and is actively working on remediation plans[187] - The company has no known legal proceedings that it believes will have a material adverse effect on its financial position[115]

Financial Performance - In Q1 2025, the company reported software and subscriptions bookings of $359,000, a decrease of 40% compared to $597,000 in Q1 2024[78]. - The company's gross profit for Q1 2025 was $359,000, resulting in a gross margin of 52.2%, compared to a gross profit of $524,000 and a gross margin of 56.9% in Q1 2024[85]. - Adjusted gross profit for Q1 2025 was $374,000, with an adjusted gross margin of 54.4%, down from $569,000 and 61.8% in Q1 2024[85]. - The net loss for Q1 2025 was $3,723,000, compared to a net loss of $2,292,000 in Q1 2024[85]. - Total revenue decreased by $0.2 million, or 25.3%, for the three months ended March 31, 2025, primarily due to a decrease in advertising campaigns, partially offset by an increase in software subscriptions and services revenue[102]. - Total gross profit decreased by $0.2 million, or 31.5%, for the three months ended March 31, 2025, primarily due to the revenue changes mentioned above[103]. Revenue Breakdown - Software subscriptions and services revenue increased by $181,000, or 39.9%, while advertising revenue decreased by $414,000, or 88.7%[102]. Operating Expenses - Operating expenses increased by $1.775 million, or 52.2%, for the three months ended March 31, 2025, driven by increases in sales and marketing, general and administrative, and research and development expenses[104]. - Sales and marketing expenses increased by $453,000, or 102.3%, primarily due to increased corporate marketing and sales consultants[105]. - General and administrative expenses increased by $993,000, or 40.2%, mainly due to a rise in professional fees related to litigation[106]. - Research and development expenses increased by $329,000, or 68.0%, primarily due to higher payroll and consulting fees[107]. Cash Flow and Financial Position - As of March 31, 2025, the company held total cash of $109.7 million, all in the United States, while expecting to continue operating losses and negative cash flows[109]. - The company utilized $3.3 million of cash from operating activities during the three months ended March 31, 2025, resulting in a net loss of $3.7 million[117]. - The company may seek additional equity or debt financing in the future to support growth and acquisitions, which could impact its financial condition[113]. Future Plans and Investments - The company plans to develop a new generative AI-driven software development platform aimed at reducing costs and time for creating custom mobile applications[73]. - The company is investing in the expansion of its marketing and sales capabilities globally, as well as in the development of new products and services[77]. - The company is actively utilizing generative AI tools to streamline internal processes and enhance mobile app development efficiency[75]. - The company does not expect to achieve profitability in the near future[77]. Backlog and Revenue Recognition - As of March 31, 2025, the total backlog and deferred revenue amounted to $4,923,000, down from $5,197,000 as of December 31, 2024[78]. - Approximately 52% of the backlog as of March 31, 2025, is expected to be invoiced within the subsequent 12-month period[80]. Accounting Policies and Market Risk - No material changes to critical accounting policies and estimates compared to the previous Annual Report[127]. - The company reported no applicable quantitative and qualitative disclosures about market risk[129].

Financial Performance - Total assets as of March 31, 2025, were $207.6 million, with a net asset value per share of $5.42, reflecting an increase of $0.03 from the previous quarter[3][4][15] - Net investment income before taxes for the quarter was $0.7 million, or $0.05 per share, a decrease from $2.19 million in the same quarter last year[10][17] - The net increase in net assets from operations for the quarter was $2.2 million, or $0.15 per share, compared to $2.41 million in the same quarter last year[10][17] - The company declared a distribution of $0.12 per share for the quarter, representing a yield of 14.95% based on a share price of $3.21 as of March 31, 2025[4][7] Investment Activities - The company made investments totaling $5.1 million in one new portfolio company and two existing portfolio companies during the quarter, achieving a weighted average yield of 10.22% on these debt investments[4][8] - Total proceeds from repayments, sales, and amortization during the quarter amounted to $7.3 million, primarily from the realization of specific term loans[9] - The internal rate of return on fully realized investments during the quarter was 9.55%, with total net realized and unrealized gains contributing to a net increase in net assets[4][10] - Subsequent to March 31, 2025, the company invested an additional $2.0 million in two existing portfolio companies[13] Portfolio Composition - As of March 31, 2025, the investment portfolio consisted of 43 portfolio companies, with 77.04% in first lien investments and 98.18% of the debt portfolio in floating rate investments[11][15] - The company targets middle-market companies with annual revenues of at least $50 million and EBITDA of at least $15 million[18] Regulatory and Forward-Looking Statements - The company is regulated as a business development company under the Investment Company Act of 1940[18] - Forward-looking statements made during the earnings call are based on current expectations and involve substantial risks and uncertainties[19] - Investors are cautioned against placing undue reliance on forward-looking statements due to potential market volatility and other factors[20] - Actual results may differ materially from anticipated results due to various risks and uncertainties[20] - The company has no obligation to publicly update or revise forward-looking statements except as required by law[20] Cash and Liquidity - The company had $13.0 million in cash, with $10.7 million classified as restricted cash, and $44.0 million of unused capacity under its revolving credit facility[12]

Financial Performance - For the three months ended March 31, 2025, the company reported a net loss of $487,392, with general and administrative expenses of $2,421,186 and interest income of $1,989,268 from marketable securities [124]. - The company generated a net income of $1,100,442 for the three months ended March 31, 2024, primarily from interest earned on marketable securities [125]. - Cash used in operating activities for the three months ended March 31, 2025, was $734,642, with changes in operating assets and liabilities providing $1,684,099 of cash [129]. IPO and Capital Raising - The company completed its IPO on February 13, 2024, raising gross proceeds of $184,000,000 from the sale of 18,400,000 Class A ordinary shares at $10.00 per share [127]. - The company incurred $8,180,834 in IPO-related costs, which included $1,840,000 in upfront cash underwriting fees and $5,520,000 in deferred underwriting fees [128]. - The Company has entered into Subscription Agreements to issue approximately $260,000,000 of PubCo Common Stock to PIPE Investors, with Cormorant Funds subscribing for $75,000,000 [162]. Trust Account and Business Combination - As of March 31, 2025, the company held marketable securities in the Trust Account totaling $194,438,559, including $10,438,559 of interest income [131]. - The company intends to use funds held in the Trust Account to complete its initial business combination and for working capital to finance operations of the target business [131]. - The Aggregate Merger Consideration for BBOT stockholders is determined to be $461,051,546, which will be divided by the Redemption Price to establish the Consideration Ratio [151]. - The Company must ensure that the aggregate cash proceeds from its Trust Account and PIPE Investments total at least $400,000,000 to proceed with the merger [154]. Business Combination Agreement - The company entered into the BBOT Business Combination Agreement on February 28, 2025, which includes plans for the company to migrate to Delaware and merge with BBOT [146]. - The BBOT Business Combination Agreement includes customary closing conditions that must be satisfied or waived before the merger can be completed [152]. - The Helix Support Agreement mandates that certain shareholders vote in favor of the merger and prohibits them from selling their shares until the merger is completed [155]. - The Sponsor will forfeit shares of PubCo Common Stock if the Company Closing Cash is less than $400,000,000, calculated based on a specific formula [156]. - The Lock-Up Agreement restricts the transfer of shares held by the Sponsor and other investors for one year following the Closing Date [167]. - The A&R Registration Rights Agreement requires PubCo to file a registration statement within 30 days post-Closing to register the resale of certain shares [169]. - The obligations to consummate the PIPE Investments are contingent upon the PubCo Common Stock being approved for listing on Nasdaq [163]. Going Concern and Future Plans - The company expects to continue incurring significant costs in pursuit of its acquisition plans and has raised substantial doubt about its ability to continue as a going concern if it cannot complete a business combination by February 14, 2026 [136]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025, and has a monthly obligation of $6,458 to the Sponsor for administrative services [137][139]. - A total of 450,900 Class A ordinary shares are subject to Non-Redemption Agreements, ensuring these shares will not be redeemed during the merger process [165].