Financial Performance - Net income for Q1 2025 was $842,000, down from $2.19 million in Q1 2024, resulting in earnings per share of $0.19 compared to $0.48 a year earlier[2] - Net income decreased by 61.50% to $842 thousand for the three months ended March 31, 2025, down from $2,187 thousand in the prior year[36] - Basic net income per share decreased to $0.19 for the three months ended March 31, 2025, down from $0.48 in the same period of 2024[36] Interest Income and Margin - Total interest income increased by 6.90% to $11.23 million in Q1 2025, up from $10.51 million in Q1 2024, driven by higher yields on loans and growth in commercial real estate[11] - Net interest margin improved to 3.25% in Q1 2025, up from 3.02% in Q1 2024, while interest spread rose to 2.95% from 2.73% year-over-year[11] - Net interest income rose to $7,719 thousand for the three months ended March 31, 2025, reflecting an 11.06% increase compared to $6,950 thousand in the same period of 2024[34] Asset and Loan Growth - Total assets grew by 3% to $1.01 billion at March 31, 2025, compared to $979.24 million at December 31, 2024[19] - Total assets increased to $1,011,726 thousand as of March 31, 2025, up 3.32% from $979,244 thousand at December 31, 2024[32] - Loans, net of allowance for credit losses, increased to $642.39 million at March 31, 2025, from $636.55 million at December 31, 2024[19] - Loans held for sale increased significantly by 31.06% to $4,739 thousand compared to $3,616 thousand in the previous quarter[36] Deposits and Equity - Total deposits reached $911.68 million at March 31, 2025, up from $882.40 million at December 31, 2024, reflecting growth in core deposits[24] - Total deposits grew to $911,683 thousand, a 3.32% increase from $882,404 thousand at the end of 2024[36] - Stockholders' equity increased to $68.35 million at March 31, 2025, from $64.87 million at December 31, 2024, with book value per share rising to $15.04 from $14.28[25] Asset Quality - Nonperforming loans to total loans ratio was 0.28% at March 31, 2025, indicating strong asset quality[23] - Nonperforming loans rose to $1,799 thousand, a 9.70% increase from $1,640 thousand at December 31, 2024[38] Expenses and Efficiency - Noninterest expenses increased by 21.49% to $9,826 thousand for the three months ended March 31, 2025, compared to $8,088 thousand in the same period of 2024[35] - The efficiency ratio worsened to 89.31% for the three months ended March 31, 2025, compared to 78.85% in the same period of 2024[37] Future Projections and Savings - The company anticipates $5 million in savings over the 65-month term of a new contract with its core service provider, despite a one-time expense of approximately $1 million in Q1 2025[11] - The company plans to pay off approximately $10 million of capital notes in June 2025, reducing annual interest expense by approximately $327,000[5] Credit Loss Provision - The provision for credit losses was $137 thousand, a significant recovery from a negative provision of $553 thousand in the prior year[36]

Share Capital and Dividends - Mingteng International's authorized share capital is US$50,000, divided into 5,000,000,000 Ordinary Shares, with 6,839,600 Ordinary Shares issued and outstanding as of April 15, 2025[29]. - Mingteng International declared cash dividends of RMB 2.5 million (approximately $0.35 million) to shareholders, paid by Wuxi Mingteng Mould in December 2022[35]. - Mingteng International relies on dividends from its PRC subsidiary, Wuxi Mingteng Mould, to fund cash needs and pay dividends to shareholders[126]. - Wuxi Mingteng Mould generates primarily all of its revenue in RMB, which is not freely convertible, potentially limiting dividend payments to Mingteng International[128]. - Under PRC laws, PRC subsidiaries can only pay dividends from accumulated profits as per PRC accounting standards, and must set aside at least 10% of after-tax profits for a statutory reserve until it reaches 50% of registered capital[127]. Regulatory Environment - The company is subject to PRC foreign exchange regulations, which govern the payment of dividends and capital transfers[34]. - As of the date of the report, Mingteng International is not required to obtain additional permissions or approvals from Chinese authorities to operate its business[41]. - The company has not received any regulatory objections regarding its previous offerings to foreign investors[42]. - The PRC Foreign Investment Law establishes a framework for foreign investments, granting national treatment to foreign-invested entities except in restricted or prohibited industries[115]. - The PRC government may impose a withholding tax rate of up to 10% on dividends payable to non-PRC-resident enterprises[106]. - The PRC government imposes a withholding tax rate of 10% on dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties[129]. Financial Reporting and Compliance - The company has identified material weaknesses in its internal control over financial reporting, which could lead to inaccuracies in financial statements[96]. - The company may not be able to produce timely and accurate financial statements if it fails to comply with the requirements of the Sarbanes-Oxley Act[101]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of reduced reporting requirements[206]. - The company is a foreign private issuer, exempt from certain provisions applicable to U.S. domestic public companies, which may afford less protection to shareholders[209]. - The company may face challenges in utilizing proceeds from future offerings due to regulatory approvals required for loans or capital contributions to PRC subsidiaries[169]. Operational Challenges - The COVID-19 pandemic has had a long-term impact on the company's operations, particularly in major production areas like Shanghai and Changchun, affecting order volume and production activities[67]. - The company plans to reasonably dispatch employees and arrange working hours to ensure steady production progress in response to the pandemic[67]. - Any disruptions in production due to natural or man-made disasters could significantly affect operations and customer demand[80][81]. - The company is exposed to risks associated with the transportation of products, which could lead to operational disruptions and financial losses[83]. - Quality problems with products may result in customer loss and potential product liability claims, adversely affecting the company's reputation and financial condition[84][85]. Market and Economic Conditions - The automobile industry is significantly affected by macroeconomic conditions, leading to potential decreases in orders and payment difficulties if the economy slows down[76][77]. - The company faces uncertainties due to the current international trade tensions, which could negatively impact customer confidence and business opportunities[193]. - International trade disputes and tariffs, including a potential 245% tariff on imports from China, may increase operating costs and disrupt the supply chain[192]. Research and Development - The core R&D team consists of 31 employees, focusing on developing new technologies related to car casting molds, with ongoing projects showing some success[78]. - The company has registered 19 patents in the PRC as of the date of the annual report, highlighting its focus on intellectual property[88]. - The company is currently applying for five patents in China, which may not be approved[93]. Taxation and Financial Implications - The PRC tax authorities may classify the company as a PRC resident enterprise, subjecting it to a 25% enterprise income tax on global income[157]. - If classified as a PRC resident enterprise, the company may also need to withhold a 10% tax on dividends paid to non-resident shareholders[158]. - The company benefits from preferential tax treatments, potentially reducing the enterprise income tax rate from 25% to 15% for high and new technology enterprises[161]. - Any revocation of tax incentives or government subsidies could adversely affect the company's financial condition and results of operations[161]. Currency and Exchange Rate Risks - The company's PRC subsidiary generates essentially all of its revenue in Renminbi, which is not freely convertible into other currencies[104]. - Changes in currency conversion rates between RMB and USD may significantly affect the financial condition and cash flows of Mingteng International[130]. - The PRC government imposes controls on the convertibility of the RMB into foreign currencies, affecting the company's ability to utilize net revenues effectively[136]. - The RMB appreciated approximately 7% against the U.S. dollar in 2017, but depreciated by about 5% in 2018[132]. Corporate Governance and Audit - The PCAOB determined on December 15, 2022, that it could secure complete access to inspect and investigate registered public accounting firms in mainland China and Hong Kong, vacating previous restrictions[49]. - As of the date of the annual report, neither the former auditor Wei, Wei & Co., LLP nor the current auditor HTL INTERNATIONAL, LLC is subject to PCAOB inspection restrictions, which could affect trading of the company's securities in the U.S.[50]. - The company's Ordinary Shares may face delisting risks under the HFCAA if the PCAOB cannot inspect its auditor for two consecutive years, which could materially impact investment value[179]. - The SEC has implemented rules requiring foreign companies to certify they are not controlled by foreign governments if PCAOB cannot audit them, with potential trading prohibitions for non-compliance[181]. Future Outlook - The company does not expect to pay dividends in the foreseeable future, relying instead on price appreciation for returns on investment[202]. - The trading price of the company's Ordinary Shares is likely to be volatile, influenced by both market factors and specific operational issues[198]. - The company completed its IPO on April 22, 2024, issuing 1,050,000 Ordinary Shares at a price of $4.00 per share, raising total gross proceeds of $4.2 million[219]. - The over-allotment option was fully exercised on May 10, 2024, resulting in the purchase of an additional 157,500 Ordinary Shares for total gross proceeds of $630,000[220].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________________________________________________________________________________________________________________________________________________________________________________________ FORM 10-Q (Mark One) ☑ 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 A ...

Acquisition Details - Solaris Energy Infrastructure, Inc. completed the acquisition of Mobile Energy Rental LLC for a total consideration of $136.7 million, which includes $60 million in cash and 16,464,778 units of Solaris LLC[2]. - Solaris incurred $162 million of additional debt to refinance existing debt and fund the cash due at closing of the transaction[3]. - The acquisition method of accounting was used, with assets and liabilities recorded at their fair values as of the acquisition date[3]. - The transaction is subject to closing adjustments that have not yet been finalized, indicating potential variability in the final accounting[8]. - The transaction will increase non-controlling interest by $1.5 million due to the issuance of 16.5 million Solaris LLC units to MER members[30]. Financial Projections - The pro forma combined total revenue for the year ended December 31, 2024, is projected to be $339.033 million, reflecting an increase from historical revenues[11]. - Total operating costs and expenses for the pro forma combined entity are projected to be $295.378 million, resulting in an operating income of $43.655 million[11]. - The transaction is expected to enhance Solaris's service and leasing revenue, with service revenue projected at $264.260 million and leasing revenue at $60.141 million[11]. - Total revenues for the pro forma year ended December 31, 2024 are projected to be $23,721 thousand, with lease income contributing $7,821 thousand and service revenue at $2,103 thousand[20]. - Net income for the pro forma year ended December 31, 2024 is estimated at $12,930 thousand, reflecting a significant increase from historical performance[20]. Earnings and Expenses - The pro forma combined net income attributable to common shareholders is estimated at $6.246 million, with earnings per share of $0.22 on a diluted basis[11]. - Pro forma earnings per share for Class A common stock are projected at $0.22 (basic) and $0.21 (diluted) for the year ended December 31, 2024[32]. - The provision for income taxes is estimated at $5.7 million for the year ended December 31, 2024, based on a historical effective tax rate of 20.2%[29]. - The pro forma adjustment to interest expense for the year ended December 31, 2024 is estimated to be a net reduction of $5,442 thousand, with a variable interest rate assumed at 10.8%[24]. - The company anticipates an additional pro forma depreciation and amortization expense of $8,422 thousand related to the acquisition of identifiable property and equipment[26]. Management Insights - Solaris's management believes the pro forma financial statements reflect necessary adjustments to present fairly the combined financial information[6]. - The pro forma adjustments are preliminary and may change as additional information becomes available, potentially impacting the financial statements materially[8]. - The pro forma adjustments include the elimination of historical interest expenses totaling $12,820 thousand, enhancing the overall financial outlook[24]. - The company expects to depreciate equipment held for lease once delivered, with significant investments in "Construction in Progress" for turbines and other equipment[28].

Acquisition Details - Solaris Energy Infrastructure, Inc. completed the acquisition of Mobile Energy Rental LLC for a total consideration of $136.7 million, which includes $60 million in cash and 16,464,778 units of Solaris LLC and an equal number of shares of Class B Common Stock[2] - Solaris incurred $162 million of additional debt to refinance existing debt and fund the cash due at closing of the transaction[3] - The acquisition method of accounting was used, with assets and liabilities recorded at their fair values as of the acquisition date[3] - The transaction is subject to closing adjustments that have not yet been finalized, indicating potential variability in the final accounting[8] Financial Projections - The pro forma combined total revenue for the year ended December 31, 2024, is projected to be $339.033 million, reflecting an increase from historical revenues[11] - The pro forma operating income is estimated at $43.655 million, with total operating costs and expenses amounting to $295.378 million[11] - Net income attributable to common shareholders is projected to be $6.246 million, with earnings per share of $0.22 on a diluted basis[11] - Total revenues for the pro forma year ended December 31, 2024 are projected to be $23,721 thousand, with lease income contributing $7,821 thousand and service revenue at $2,103 thousand[20] - Net income for the pro forma year ended December 31, 2024 is estimated at $12,930 thousand, reflecting a significant increase from historical figures[20] Revenue Breakdown - The transaction is expected to enhance Solaris's service and leasing revenue, with service revenue projected at $264.260 million and leasing revenue at $60.141 million[11] Pro Forma Adjustments - The pro forma adjustments are preliminary and may change as additional information becomes available, potentially impacting the financial statements materially[8] - Solaris management believes the pro forma financial statements reflect necessary adjustments to present the combined financial information fairly[6] - The pro forma adjustment to interest expense for the year ended December 31, 2024 is estimated to be a net reduction of $5,442 thousand, with a variable interest rate assumed at 10.8%[24] - The company anticipates an additional pro forma depreciation and amortization expense of $8,422 thousand related to the acquisition of identifiable property and equipment[26] - The effective combined U.S. federal and state income tax rate used for pro forma adjustments is 20.2%, leading to a provision for income taxes of $5.7 million[29] - The pro forma adjustment includes the elimination of historical non-leasing depreciation and amortization expenses, resulting in a new depreciation expense of $219 thousand[25] Equipment Depreciation - The company expects to depreciate equipment held for lease once it is delivered and ready for use within the next twelve months[28] Non-Controlling Interests - The transaction resulted in a net loss related to non-controlling interests of $1.5 million due to the issuance of 16.5 million Solaris LLC units[30] Earnings Per Share - Pro forma earnings per share for Class A common stock are projected at $0.22 (basic) and $0.21 (diluted) for the year ended December 31, 2024[32]

Investment and Financial Strategy - Gorilla expects to invest substantially in research and development, which could significantly reduce profitability and may not generate revenue [28]. - The company aims to enhance its services and introduce new offerings to achieve market acceptance, crucial for growth and financial health [28]. - Gorilla may need to raise additional funds in the future to execute its business plan, which may not be available on favorable terms [28]. - The company relies on partnerships for growth, and the success of these partnerships is uncertain, potentially impacting growth [28]. Financial Reporting and Compliance - Financial statements are prepared in accordance with IFRS and presented in U.S. dollars for the fiscal years ended December 31, 2024, 2023, and 2022 [18]. - The fiscal year ends on December 31, with references to fiscal years indicating the respective years ended on that date [19]. Market and Client Dependency - Gorilla earns a substantial portion of its revenues from a limited number of clients, including public sector entities, which poses a risk to its financial condition if these clients are lost [33]. - The business is dependent on expanding its client base and increasing the usage of its services; failure to do so could materially affect its results of operations [33]. - The market for Gorilla's Smart City AI & Cybersecurity services is relatively new and may experience limited growth, impacting the adoption of its services [33]. Risks and Uncertainties - Market estimates and forecasts included in the report may prove to be inaccurate, affecting the company's growth potential [25]. - Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projections [28]. - The company’s business could be adversely affected if it fails to manage its growth effectively [28]. - Actual future results may differ materially from expectations, highlighting the inherent risks in forward-looking statements [31]. - The company has no obligation to publicly update or revise forward-looking statements unless required by law, indicating uncertainty in future performance [32]. Operational Challenges - Currency exchange rate fluctuations could adversely affect Gorilla's results of operations due to its operations in various currencies [33]. - Gorilla's competitive position relies on its ability to maintain compatibility with third-party products and services; failure to do so could negatively impact its financial condition [33]. - The company partners with industry-leading technology firms to provide end-to-end solutions; inability to develop these relationships could adversely affect its business [33]. - Exchange controls and restrictions on capital movement may have a material adverse effect on Gorilla's financial condition [33]. - Rapidly changing technology and evolving industry standards require Gorilla to adapt effectively; failure to do so could render its products less competitive [33]. Intellectual Property - The company has proprietary rights to various trademarks and service marks important to its business [21].

Financial Performance - Total revenues for the three months ended March 31, 2025, increased to $104.394 million, up 14.4% from $91.356 million in the same period of 2024[19] - Rental revenues rose to $102.640 million, a 19.3% increase compared to $86.037 million in Q1 2024[19] - Net loss for the three months ended March 31, 2025, was $11.657 million, compared to a net loss of $6.857 million in Q1 2024[23] - Operating income for Q1 2025 was $15.324 million, slightly up from $14.008 million in the same quarter of 2024[19] - Basic income per share for Q1 2025 was $0.01, down from $0.03 in Q1 2024[19] - Total expenses for Q1 2025 were $89.070 million, reflecting a 16.9% increase from $76.150 million in Q1 2024[19] - Comprehensive loss for Q1 2025 totaled $25.846 million, compared to a comprehensive income of $10.129 million in Q1 2024[23] - Net income attributable to Acadia shareholders for Q1 2025 was $1.608 million, down from $3.269 million in Q1 2024[19] Assets and Liabilities - Total assets as of March 31, 2025, were $4.736 billion, an increase of 8.3% from $4.371 billion at the end of 2024[17] - Total liabilities increased to $1.947 billion as of March 31, 2025, compared to $1.839 billion at the end of 2024, reflecting a rise of 5.9%[17] - The company reported cash and cash equivalents of $31.984 million as of March 31, 2025, a significant increase from $16.806 million at the end of 2024[17] - The company’s equity attributable to Acadia shareholders increased to $2.298 billion as of March 31, 2025, compared to $2.066 billion at the end of 2024, marking a growth of 11.2%[17] Real Estate Acquisitions and Investments - Acquisitions of real estate in Q1 2025 amounted to $192.222 million, with no acquisitions reported in Q1 2024[26] - The Company acquired retail properties totaling $394.5 million during the three months ended March 31, 2025, including a 100% acquisition of 106 Spring Street and 73 Wooster Street in New York, and an additional 48% interest in the Renaissance Portfolio for $117.9 million[44][45] - The Company reported a total of $3,895.2 million in operating real estate, net of accumulated depreciation, as of March 31, 2025, compared to $3,544.0 million at the end of 2024, indicating a growth of 9.9%[43] - The Company has ownership interests in 161 properties within its Core Portfolio, with a total net investment in real estate of $4,037.3 million, up from $3,673.6 million as of December 31, 2024, representing a 9.9% increase[43] Cash Flow and Financing - Total cash provided by operating activities for Q1 2025 was $25.893 million, slightly down from $25.988 million in Q1 2024[26] - Proceeds from unsecured debt in Q1 2025 were $300.200 million, a significant increase compared to $31.750 million in Q1 2024[26] - Cash paid for interest during Q1 2025 was $27.899 million, down from $31.612 million in Q1 2024[28] - The company has a Term Loan with an outstanding balance of $400.0 million, bearing interest at SOFR + 1.50%, maturing on April 15, 2028[78] Impairment and Losses - The company reported impairment charges of $6.450 million in Q1 2025, with no such charges reported in Q1 2024[19] - The company recognized a loss on change in control of $9.6 million due to the acquisition of an additional 48% interest in the Renaissance Portfolio, consolidating it into the Core Portfolio[56] - The company's share of equity in net losses of unconsolidated affiliates was $1,615,000 for the three months ended March 31, 2025, compared to a loss of $68,000 in 2024, indicating a significant increase in losses[65] Shareholder Distributions - Total dividends/distributions declared in Q1 2025 were $27.635 million, up from $19.898 million in Q1 2024, reflecting a year-over-year increase of approximately 39%[28] - The Company declared distributions of $0.20 per Common Share/OP Unit for the three months ended March 31, 2025, compared to $0.18 for the same period in 2024[117] Other Financial Metrics - The company recognized a gain on extinguishment of debt of $971,000 for the three months ended March 31, 2025, compared to $1,158,000 in the same period of 2024[65] - The total investments in and advances to unconsolidated affiliates decreased from $209.23 million as of December 31, 2024, to $177.97 million as of March 31, 2025[56] - The estimated fair value of the company's mortgage and other notes payable was $1,052.55 million as of March 31, 2025[102]

Financial Performance - Revenue for Q1 2025 was $330,028, a decrease of 6.2% compared to $351,889 in Q1 2024[16] - Gross profit for Q1 2025 was $88,260, down from $95,250 in Q1 2024, reflecting a decline of 7.3%[16] - Net income for Q1 2025 was $8,145, a decrease of 25.9% from $10,987 in Q1 2024[16] - Earnings per share (EPS) for Q1 2025 was $0.45, compared to $0.59 in Q1 2024, representing a decline of 23.7%[16] - Revenue for the three months ended March 31, 2025 decreased 6.2% to $330.0 million from $351.9 million in the comparable period in 2024[46] - Flex revenue for the three months ended March 31, 2025 decreased 6.4% to $322.6 million from $344.7 million in the comparable period in 2024[46] - Direct Hire revenue for the three months ended March 31, 2025 increased 4.1% to $7.5 million from $7.2 million in the comparable period in 2024[46] - Net income for the three months ended March 31, 2025 decreased 25.9% to $8.1 million, or $0.45 per share, from $11.0 million, or $0.58 per share, for the three months ended March 31, 2024[46] - Gross profit margin for the three months ended March 31, 2025 decreased 40 basis points to 26.7% from 27.1% in the comparable period in 2024[46] - Flex gross profit margin for the three months ended March 31, 2025 decreased 60 basis points to 25.0% from 25.6% in the comparable period in 2024[46] - Adjusted EBITDA for Q1 2025 was $16.8 million, down from $20.6 million in Q1 2024, reflecting a decrease of 18.5%[71] Cash Flow and Capital Management - Cash provided by operating activities was $249 in Q1 2025, a decrease from $13,169 in Q1 2024, indicating a decline of 98.1%[20] - Cash provided by operating activities was $0.2 million during the three months ended March 31, 2025, compared to $13.2 million for the three months ended March 31, 2024[46] - Free cash flow for Q1 2025 was $(3.9) million, a significant decline from $11.3 million in Q1 2024[69] - Capital expenditures in Q1 2025 were $4.1 million, an increase from $1.9 million in Q1 2024[75] - The company repurchased common stock worth $21,066 during Q1 2025, compared to $2,848 in Q1 2024, showing a significant increase in buyback activity[20] - Kforce repurchased approximately 418 thousand shares of common stock for about $21.2 million during Q1 2025[79] - The company declared and paid quarterly dividends of $7.1 million in Q1 2025, representing a 3% increase per share compared to Q1 2024[76] - The Firm returned $28.3 million of capital to shareholders in the form of open market repurchases totaling $21.2 million and quarterly dividends totaling $7.1 million during the three months ended March 31, 2025[46] Debt and Assets - Total assets increased to $368,195 as of March 31, 2025, up from $357,834 at the end of 2024, reflecting a growth of 2.0%[18] - Long-term debt increased significantly to $65,500 in Q1 2025 from $32,700 at the end of 2024, indicating a rise of 100.0%[18] - As of March 31, 2025, Kforce had $65.5 million outstanding under its credit facility, with $133.4 million available for borrowing[72] - Working capital increased to $118.5 million as of March 31, 2025, up from $112.9 million at the end of 2024[72] Market and Economic Conditions - The national U.S. unemployment rate increased to 4.2% in March 2025, up from 4.1% in December 2024, indicating a slight rise in economic uncertainty[49] - The technology temporary staffing industry is projected to grow by 2% in 2025, down from an earlier forecast of 5%[49] - Kforce expects Technology Flex revenue to improve slightly on a billing day basis in Q2 2025, while FA Flex revenue is anticipated to decrease in the mid-single digits sequentially[52][53] Strategic Initiatives and Investments - Kforce continues to prioritize investments in strategic initiatives, including the implementation of Workday, expected to go live in early 2026[64] - Selling, general and administrative expenses (SG&A) increased to 22.8% of total revenue in Q1 2025, compared to 22.2% in Q1 2024, reflecting ongoing investments in strategic priorities[63] Legal and Compliance - The company is involved in legal proceedings but does not expect these to have a material effect on its financial statements[89] - There have been no material changes in the risk factors previously disclosed in the 2024 Annual Report[90] - Kforce maintains liability insurance covering various risks, but there is no assurance that it will cover all events or liabilities[89] - The company has made accruals for certain legal matters that are not considered material individually or in the aggregate[89] - The certifications of the CEO and CFO were provided in accordance with the Sarbanes-Oxley Act of 2002[87] - The company continues to evaluate its financial position and may be subject to additional liabilities from ongoing litigation[89] Shareholder Actions - Kforce's Board approved an increase in the stock repurchase authorization to $100 million in February 2024[91] - The company has approximately $42,275,612 remaining under its stock repurchase plan as of March 31, 2025[91] - Kforce repurchased a total of 420,122 shares of common stock during the three months ended March 31, 2025, at an average price of $50.71 per share[91] - No insider trading arrangements were adopted or terminated by the company's officers or directors during the three months ended March 31, 2025[94]

IPO and Financial Proceeds - The Company completed its IPO on January 30, 2025, selling 8,000,000 units at $10.00 per unit, generating gross proceeds of $80,000,000[84]. - The Company placed $80,800,000 from the IPO proceeds into a Trust Account, which is invested in a money market fund[90]. - The underwriters were paid an underwriting discount of $750,000 at IPO closing, and they received 40,000 private units for a nominal price of $100[111][112]. - The company incurred deferred offering costs amounting to $1,481,031, which includes $750,000 in underwriting fees and $250,000 in advisor fees, charged to shareholders' equity upon IPO completion[131]. Financial Performance - The Company reported a net income of $315,350 for the three months ended March 31, 2025, consisting of $559,755 in investment income and $126,856 in general and administrative expenses[101]. - The Company incurred $117,549 in income tax expense for the three months ended March 31, 2025[101]. - As of March 31, 2025, the company estimated an income tax expense of $117,549 on income earned in the Trust Account[138]. Cash and Debt Management - As of March 31, 2025, the Company held a cash balance of $550,056 and had an outstanding promissory note balance of $160,000[102][103]. - As of March 31, 2025, the company had $125,000 outstanding under promissory notes issued to the Sponsor, with a total borrowing capacity of $150,000[119]. - The Company has withdrawn $261,935 from the Trust Account for working capital needs as of March 31, 2025[106]. - As of March 31, 2025, the company had no cash equivalents and withdrew $261,935 from the Trust Account for working capital purposes during the quarter[130][132]. - The Company has no off-balance sheet arrangements as of March 31, 2025, indicating no hidden liabilities[108]. Business Strategy - The Company intends to focus on businesses in the financial services industry for potential Business Combinations[82]. - The Company has until January 30, 2027, to complete a Business Combination, or it will redeem 100% of the outstanding Public Shares[98]. - The Sponsor and certain affiliates may provide Working Capital Loans to finance transaction costs for a Business Combination, but no such loans were outstanding as of March 31, 2025[107]. - The Company will not generate operating revenues until after the completion of its initial Business Combination[83]. Shareholder and Equity Information - The company issued a dividend of approximately 0.066 Founder Shares for every issued and outstanding Founder Share, increasing the total to 2,300,000 Founder Shares[116]. - The company has agreed to pay the Sponsor a monthly fee of $15,000 under an administrative services agreement, totaling $45,000 paid as of March 31, 2025[121]. - The company recognizes changes in the redemption value of its common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[135]. - The company has no unrecognized tax benefits as of March 31, 2025, and is not aware of any issues under review that could result in significant payments or accruals[137].

IPO and Financial Overview - The Company completed its IPO on January 30, 2025, selling 8,000,000 units at $10.00 per unit, generating gross proceeds of $80,000,000[84]. - The Company reported a net income of $315,350 for the three months ended March 31, 2025, consisting of $559,755 in investment income and $126,856 in general and administrative expenses[101]. - The Company incurred $117,549 in income tax expense for the three months ended March 31, 2025[101]. - The company incurred deferred offering costs amounting to $1,481,031, which includes $750,000 in underwriting fees and $250,000 in advisor fees, charged to shareholders' equity upon IPO completion[131]. - The underwriters were paid an underwriting discount of $750,000 at IPO closing, and they received 40,000 private units for a nominal price of $100[111][112]. Trust Account and Cash Management - As of March 31, 2025, the Company held a cash balance of $550,056 and had an outstanding promissory note balance of $160,000[102][103]. - The Company placed $80,800,000 from the IPO proceeds into a Trust Account, with $10.10 per unit allocated[90][105]. - The Company has withdrawn $261,935 from the Trust Account for working capital needs as of March 31, 2025[106]. - As of March 31, 2025, the company had no cash equivalents and all assets in the Trust Account were invested in a money market fund focused on U.S. Treasury obligations[130][132]. - The company has estimated $117,549 in income tax expense on income earned in the Trust Account as of March 31, 2025[138]. Business Combination and Strategy - The Company intends to focus on businesses in the financial services industry for potential Business Combinations[82]. - The Company has until 24 months from the IPO closing to complete a Business Combination, or it will redeem 100% of outstanding Public Shares[98]. - The Company will only complete a Business Combination if the post-Business Combination entity owns or acquires 50% or more of the target's outstanding voting securities[89]. Loans and Financial Obligations - The Sponsor and affiliates may provide Working Capital Loans as needed for transaction costs, but no such loans were outstanding as of March 31, 2025[107]. - As of March 31, 2025, the company had $125,000 outstanding under promissory notes issued to the Sponsor, with a total borrowing capacity of $150,000[119]. - The company has agreed to pay the Sponsor a monthly fee of $15,000 under an administrative services agreement, totaling $45,000 paid as of March 31, 2025[121]. Shareholder and Equity Information - The company issued a dividend of approximately 0.066 Founder Shares for every issued and outstanding Founder Share, increasing the total to 2,300,000 Founder Shares[116]. - The company recognizes changes in redemption value of common stock subject to possible redemption immediately as they occur, adjusting the carrying value to equal the redemption value at the end of each reporting period[135]. - The company has no off-balance sheet arrangements as of March 31, 2025[108]. - The company is classified as an "emerging growth company" and has elected not to opt out of the extended transition period for new or revised financial accounting standards[126][127].