Quarterly Report - Form 10-Q
Released
Released
Announcement PDF
ASX:3DA
ASX Announcement
10 November 2026
1
Results for announcement to the market
Quarterly Report - Form 10-Q
……………………………………………………………………………………………………………
Amaero Inc. (NASDAQ:AMRO; ASX:3DA) (“Amaero” or the “Company”) attaches its Quarterly Report for
the period ended 30 September 2026 as a Form 10-Q which has been filed with the U.S. Securities and
Exchange Commission ("SEC"). It includes the condensed consolidated financial statements which have been
prepared in accordance with generally accepted accounting principles in the United States of America ("U.S.
GAAP") and are denominated in U.S. dollars.
The following supplementary information is provided in connection with the Form 10-Q to satisfy the Company's
ongoing disclosure obligations under the ASX Listing Rules. The information has been prepared in accordance
with the waiver conditions granted by the ASX in relation to ASX Listing Rule 4.7C for quarterly activity reports,
and should be read in conjunction with the Form 10-Q.
The Company's results for announcement to the market are as follows:
Nine months ended 30 September (US$’000, unaudited figures)
2026 2025 Change Change %
Revenue 11,510 4,269 7,241 170%
Loss from continuing operations after tax (22,490) (12,997) (9,493) 73%
Net loss attributable to Amaero Inc.
stockholders
(22,490) (12,826) (9,664) 75%
No dividends have been proposed or declared for the reporting period.
An explanation of the figures above is set out in Part I, Item 2 “Management’s Discussion and Analysis of
Financial Condition and Results of Operations — Results of Operations — Comparison of the Nine Months
Ended September 30, 2026 and 2025” and in the condensed consolidated financial statements and
accompanying notes in Part I, Item 1 of the Form 10-Q accompanying this announcement.
Details of business activities during the quarter:
Refer to the Form 10-Q and the “Amaero Reports Third Quarter 2026 Results, Provides Fourth Quarter 2026
Revenue Guidance” announcement lodged with the ASX on 10 November 2026.
Aggregate amount of payments to related parties and their associates:
Payments to related parties and their associates during the quarter totaled US$329,686. The quarterly amount
includes remuneration and Director’s fees.
This announcement has been authorised for release by the Chairman and CEO.
ASX:3DA
ASX Announcement
10 November 2026
2
For further information, please contact:
Amaero Inc.
Brett Paduch
Chief Financial Officer
brett.paduch@amaeroinc.com
Media & Investor Enquiries in Australia
Jane Morgan
Director
jm@janemorganmanagement.com.au
Media & Investor Enquiries in United States
Shannon Devine
MZ Group
amaero@mzgroup.us
About Amaero
Amaero Inc. is a leading U.S.-based producer of high-value refractory and titanium alloy spherical powders for
additive manufacturing (“AM”) and advanced manufacturing, and a pioneer in Powder Metallurgy Hot Isostatic
Pressing (“PM-HIP”) manufacturing of large near-net-shape components utilized by the defense, space,
aviation, commercial nuclear and medical industries with manufacturing and corporate headquarters located in
Tennessee. We occupy a strategically critical position at the intersection of U.S. national security priorities that
include rebuilding a more resilient and more scalable defense industrial base, reshoring sovereign
manufacturing and supply chains and the adoption of additive and advanced manufacturing technologies. For
more information, visit our website: www.amaeroinc.com.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-43480
Amaero Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 41-5075246
( State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
130 Innovation Drive SW
McDonald, Tennessee 37353
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (423) 815-2699
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.00001 per share AMRO Nasdaq Capital Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 6, 2026, the registrant had 28,845,877 shares of common stock, $0.00001 par value per share, outstanding.
i
Table of Contents
Page
PART I. FINANCIAL INFORMATION 3
Item 1. Financial Statements (Unaudited) 3
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Comprehensive Income (Loss) 5
Condensed Consolidated Statements of Changes in Stockholders' Equity 6
Condensed Consolidated Statements of Cash Flows 7
Notes to Unaudited Condensed Consolidated Financial Statements 9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25
Item 3. Quantitative and Qualitative Disclosures About Market Risk 40
Item 4. Controls and Procedures 40
PART II. OTHER INFORMATION 41
Item 1. Legal Proceedings 41
Item 1A. Risk Factors 41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 64
Item 3. Defaults Upon Senior Securities 64
Item 4. Mine Safety Disclosures 64
Item 5. Other Information 64
Item 6. Exhibits 65
Signatures 66
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws,
which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our
future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words
such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,”
“estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our
expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include
statements about:
• our expectations regarding financial results and performance, including revenue growth and margin expansion, operating
leverage, our operational and financial targets, key metrics;
• the sufficiency of our cash, cash equivalents, and marketable securities to meet our liquidity needs, including our ability to
continue as a going concern and our cash runway;
• our expectations regarding supply chain risk, policy developments, and other industry trends;
• our ability to benefit from and address industry trends, including supply chain risk and U.S. policy initiatives;
• our ability to position ourselves in the market, price our products competitively, and access and meet demand in the U.S.
defense and aerospace industry;
• our ability to manage our manufacturing operations, scale our production capacity, and expand our manufacturing
expertise;
• the size of the market opportunity for our products;
• our expectations regarding the growth of our PM-HIP manufacturing business;
• our ability to complete qualification and certification programs necessary to secure production contracts;
• our ability to execute under our commercial contracts and unlock additional growth opportunities across industries;
• our expectations regarding our argon recycling system, including implementation plans, timeline, cost savings, and the
impact on our cost structure and competitive positioning;
• our ability to develop new product offerings;
• our expectations regarding the macroeconomic environment, including rising inflation and interest rates and geopolitical
conflicts, and uncertainty in the global banking and financial services markets;
• our ability to effectively manage costs;
• our expectations regarding the effects of existing and developing laws and regulations and our ability to comply with such
laws and regulations, including U.S. government contracting and national security requirements;
• our expectations regarding the benefits of our Redomiciliation, including anticipated access to U.S. capital markets,
Foreign Ownership, Control, and Influence (“FOCI”) mitigation, and eligibility for classified defense contracts;
• our expectations and management of future growth, including the projections regarding the expansion of our production
capacity and the commissioning timeline of our fourth EIGA Premium atomizer;
• our ability to maintain, protect, and enhance our intellectual property;
• our ability to obtain additional capital and maintain cash flow or obtain adequate financing or financing on terms
satisfactory to us and the effect on any resulting dilution to securityholders;
• our plans with respect to the dual listing of our securities on Nasdaq and the ASX, including the potential future delisting
from the ASX;
• our expectations regarding future dividends, including our current intention not to pay cash dividends in the foreseeable
future and to retain future earnings to finance our operations and growth;
• our expectations regarding the identified material weakness in our internal control over financial reporting, including our
remediation plans, the timing and cost of remediation, and our ability to remediate it and maintain effective internal
control over financial reporting;
• the increased expenses associated with being a public company; and
2
• the future trading prices of our common stock.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this report.
We have based these forward-looking statements largely on our current expectations and projections about our business, the
industry in which we operate, and financial trends that we believe may affect our business, financial condition, results of operations,
and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking
statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties, and
assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Because forward-
looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not
rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-
looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking
statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements
contained in this Quarterly Report on Form 10-Q, whether as a result of any new information, future events, or otherwise.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such
information forms a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not
be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.
These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
3
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
AMAERO INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(unaudited)
September 30,
2026
December 31,
2025
Assets
Cash and cash equivalents $ 4,959 $ 31,852
Accounts receivable, net 2,862 1,333
Contract assets, net 1,013 10
Inventories 6,026 5,884
Prepaid expenses 716 985
Deferred offering costs 2,132 —
Other current assets 1,093 652
Total current assets $ 18,801 $ 40,716
Property, plant, and equipment, net 49,252 35,433
Operating lease, right-of-use assets 9,952 10,097
Other non-current assets 2,439 1,268
Restricted cash 4,675 3,333
Total assets $ 85,119 $ 90,847
Liabilities and stockholders’ equity
Accounts payable 8,681 2,536
Accrued liabilities 1,914 1,588
Accrued interest 16 256
Contract liabilities 551 119
Operating lease liabilities, current 1,003 988
Current portion of long-term debt 932 —
Total current liabilities $ 13,097 $ 5,487
Long-term debt, net 22,075 14,936
Operating lease liabilities, noncurrent 9,724 9,715
Other non-current liabilities 879 1,043
Total liabilities $ 45,775 $ 31,181
Stockholders’ equity
Common stock, par value $0.00001; 150,000,000 shares authorized;
23,833,180 and 23,814,555 shares issued and outstanding at September 30, 2026
and December 31, 2025, respectively
— —
Additional paid-in capital 124,483 122,388
Accumulated deficit (84,538) (62,048)
Accumulated other comprehensive loss (601) (674)
Total stockholders’ equity $ 39,344 $ 59,666
Total liabilities and stockholders’ equity $ 85,119 $ 90,847
See accompanying notes to these condensed consolidated financial statements
4
AMAERO INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
Three months ended
September 30,
Nine months ended
September 30,
2026 2025 2026 2025
Revenue $ 4,113 $ 3,050 $ 11,510 $ 4,269
Cost of revenue 8,493 3,142 19,078 7,638
Gross loss (4,380) (92) (7,568) (3,369)
Operating expenses:
Selling, general and administrative expenses 4,276 3,727 14,127 9,543
Research and development expenses 138 266 201 274
Loss on dispositions and impairment — 120 108 120
Total operating expenses 4,414 4,113 14,436 9,937
Loss from operations (8,794) (4,205) (22,004) (13,306)
Other income (expense):
Other income, net 122 72 208 76
Interest income 94 168 482 403
Interest expense (479) (132) (1,176) (170)
Total other income (expense), net (263) 108 (486) 309
Loss from continuing operations before income taxes (9,057) (4,097) (22,490) (12,997)
Income tax benefit (expense) — — — —
Loss from continuing operations (9,057) (4,097) (22,490) (12,997)
Income from discontinued operations, net of tax — 1 — 171
Net loss attributable to Amaero Inc. stockholders $ (9,057) $ (4,096) $ (22,490) $ (12,826)
Basic and diluted net loss per share — continuing operations $ (0.38) $ (0.20) $ (0.94) $ (0.73)
Basic and diluted net income per share — discontinued
operations
$ — $ — $ — $ 0.01
Basic and diluted net loss per share $ (0.38) $ (0.20) $ (0.94) $ (0.72)
Weighted-average shares outstanding — basic and diluted 23,833,180 20,137,052 23,824,398 17,880,540
See accompanying notes to these condensed consolidated financial statements
5
AMAERO INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, except share and per share data)
(unaudited)
Three months ended
September 30,
Nine months ended
September 30,
2026 2025 2026 2025
Net loss $ (9,057) $ (4,096) $ (22,490) $ (12,826)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment 13 (125) 73 75
Comprehensive loss $ (9,044) $ (4,221) $ (22,417) $ (12,751)
See accompanying notes to these condensed consolidated financial statements
6
AMAERO INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands, except share and per share data)
(unaudited)
Common Stock
Additional
paid-in Accumulated
Accumulated
other
comprehensive Total
Shares(a) Amount(b) capital deficit loss equity
Balance at December 31, 2025 23,814,555 $ — $ 122,388 $ (62,048) $ (674) $ 59,666
Net loss attributable to Amaero Inc.
stockholders
— — — (22,490) — (22,490)
Other comprehensive income (loss) — — — — 73 73
Share-based compensation — — 2,016 — — 2,016
Exercise of warrants and stock options 18,624 — 79 — — 79
Shares issued in lieu of fractional
entitlement
1 — — — — —
Balance at September 30, 2026 23,833,180 $ — $ 124,483 $ (84,538) $ (601) $ 39,344
Balance at December 31, 2024 15,380,476 $ — $ 73,326 $ (43,670) $ (776) $ 28,880
Net loss attributable to Amaero Inc.
stockholders
— — — (12,826) — (12,826)
Other comprehensive income (loss) — — — — 75 75
Share-based compensation — — 1,755 — — 1,755
Issuance of common stock 4,987,708 — 46,589 — — 46,589
Issuance costs — — (2,890) — — (2,890)
Exercise of warrants and stock options 2,922,174 — 798 — — 798
Balance at September 30, 2025 23,290,358 $ — $ 119,578 $ (56,496) $ (701) $ 62,381
Common Stock
Additional
paid-in Accumulated
Accumulated
other
comprehensive Total
Shares(a) Amount(b) capital deficit loss equity
Balance at June 30, 2026 23,833,180 $ — $ 124,161 $ (75,481) $ (614) $ 48,066
Net loss attributable to Amaero Inc.
stockholders
— — — (9,057) — (9,057)
Other comprehensive income (loss) — — — — 13 13
Share-based compensation — — 322 — — 322
Balance at September 30, 2026 23,833,180 $ — $ 124,483 $ (84,538) $ (601) $ 39,344
Balance at June 30, 2025 17,266,766 $ — $ 87,795 $ (52,401) $ (576) $ 34,818
Net loss attributable to Amaero Inc.
stockholders
— — — (4,096) — (4,096)
Other comprehensive income (loss) — — — — (125) (125)
Share-based compensation — — 692 — — 692
Issuance of common stock 3,154,375 — 32,717 — — 32,717
Issuance costs — — (2,228) — — (2,228)
Exercise of warrants and stock options 2,869,217 — 602 — — 602
Translation of paid-in capital reserves
and opening balances
— — — 1 — 1
Balance at September 30, 2025 23,290,358 $ — $ 119,578 $ (56,496) $ (701) $ 62,381
See accompanying notes to these condensed consolidated financial statements
(a) Share data has been retrospectively adjusted to reflect the 40-to-1 Share Consolidation effected by the Scheme completed on June 22,
2026. See Note 2 — Principles of Consolidation and Basis of Presentation.
(b) The Company’s common stock has a par value of $0.00001 per share. Because par-value amounts round to zero when presented in
thousands, no corresponding amount is presented in the Common Stock (Amount) column. See Note 17 — Common Stock.
7
AMAERO INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share and per share data)
(unaudited)
Nine months ended September 30, 2026 2025
Cash flows from operating activities:
Net loss attributable to Amaero Inc. stockholders $ (22,490) $ (12,826)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash items:
Depreciation 1,527 753
Share-based compensation expense 2,016 1,755
Non-cash portion of operating lease expense 154 168
Amortization of debt discount and debt issuance costs 334 49
Accretion of asset retirement obligation 24 22
Impairment and loss on disposal of assets 108 120
Changes in assets & liabilities:
Accounts receivable, net (1,528) (990)
Contract assets, net (1,003) (10)
Inventories (142) (5,140)
Prepaid expenses and other current assets (302) 1
Other non-current assets (1,172) (811)
Accounts payable 3,435 1,987
Accrued liabilities (172) 647
Accrued interest (240) 88
Contract liabilities 431 2
Operating lease liabilities — 14
Other non-current liabilities (222) (109)
Net cash used in operating activities $ (19,242) $ (14,280)
Cash flows from investing activities:
Payments for property, plant, and equipment (13,925) (15,972)
Net cash used in investing activities $ (13,925) $ (15,972)
Cash flows from financing activities:
Proceeds from borrowings 8,138 7,577
Transaction costs for borrowings (279) (177)
Proceeds from issuance of common stock — 46,368
Proceeds from exercise of warrants 75 717
Proceeds from exercise of employee stock options — 81
Transaction costs from issuance of common stock — (2,890)
Payments of deferred offering costs (447) —
Net cash provided by financing activities $ 7,487 $ 51,676
Net increase (decrease) in cash, cash equivalents, and restricted cash $ (25,680) $ 21,424
Effect of exchange-rate changes on cash and cash equivalents 129 66
Cash, cash equivalents, & restricted cash at beginning of period 35,185 12,109
Cash, cash equivalents, & restricted cash at end of period $ 9,634 $ 33,599
See accompanying notes to these condensed consolidated financial statements
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed
consolidated balance sheets to the total of the same amounts shown in the condensed consolidated statements of cash flows:
2026 2025
Cash and cash equivalents $ 4,959 $ 31,927
Restricted cash 4,675 1,672
Total cash, cash equivalents, and restricted cash $ 9,634 $ 33,599
8
Supplemental disclosure of cash flow information:
2026 2025
Cash paid for interest $ 1,081 $ 33
Cash paid for income taxes $ — $ —
Supplemental disclosure of non-cash investing and financing activities:
2026 2025
Property, plant, and equipment acquired but not yet paid $ 1,790 $ 919
Deferred offering costs included in accounts payable and accrued liabilities $ 1,682 $ —
EXIM Bank exposure fees financed and added to gross loan principal $ 1,022 $ 952
Non-cash reclassification of prepaid expenses to debt issuance costs $ 87 $ —
9
AMAERO INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Organization and Description of Business
Amaero Inc. (the “Company”) is a Delaware corporation. The Company operates two product lines: the production and sale
of high-purity, spherical refractory and titanium alloy powders for additive and advanced manufacturing applications, and the
production and sale of large, near-net-shape powder metallurgy components manufactured through Powder Metallurgy Hot Isostatic
Pressing (“PM-HIP”). There have been no changes in the Company’s organization or in the nature of its business from those described
in Note 1 — Organization and Description of Business to the audited consolidated financial statements included in the Company’s
final prospectus dated October 14, 2026 and filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4)
on October 15, 2026 (the “Prospectus”), which includes a description of the redomiciliation completed on June 22, 2026. See Note 2
— Principles of Consolidation and Basis of Presentation for the accounting treatment of the redomiciliation.
Note 2. Principles of Consolidation and Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.
GAAP for interim financial information and the rules and regulations of the SEC applicable to interim financial statements.
Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and
should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31,
2025 and 2024 included in the Prospectus. In the opinion of management, the accompanying condensed consolidated financial
statements reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s
financial position as of September 30, 2026 and its results of operations and cash flows for the three months and nine months ended
September 30, 2026 and 2025. Results for the interim periods are not necessarily indicative of the results to be expected for the full
year.
On June 22, 2026, the Company completed its redomiciliation from Australia to the United States pursuant to a scheme of
arrangement (the "Scheme"), under which Amaero Inc. became the parent company of the group. The redomiciliation was accounted
for as a reorganization of entities under common control on a carryover basis, with Amaero Ltd as the accounting predecessor. In
connection with the redomiciliation, shareholders received one share of common stock for every 40 CDIs or ordinary shares held (the
“Share Consolidation”); all share and per-share amounts in these condensed consolidated financial statements have been
retrospectively adjusted for the Share Consolidation for all periods presented. The exercise prices of outstanding options were
redenominated into U.S. dollars at the Implementation Date at a rate of US$0.7004 per A$1.00; this redenomination is reflected
prospectively from the Implementation Date (see Note 16).
Reclassifications. Contract assets, net of $10 thousand as of December 31, 2025, previously included within other current
assets in the audited consolidated financial statements included in the Prospectus, are presented as a separate caption in the
accompanying condensed consolidated balance sheets to conform to the presentation as of September 30, 2026, at which date the
caption is material. This reclassification had no effect on total current assets, total assets, total liabilities, stockholders’ equity, net loss
or net cash flows for any period presented.
Note 3. Going Concern
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has historically
incurred losses from operations and used cash in operating activities, and has made substantial capital investments to build and scale
its production infrastructure. For the three and nine months ended September 30, 2026, the Company reported a net loss of $9.1
million and $22.5 million, respectively, and net cash used in operating activities of $19.2 million for the nine months ended September
30, 2026. The Company had an accumulated deficit of $84.5 million as of September 30, 2026. These conditions reflect the
Company’s capital investment in production infrastructure during the early stage of commercialization, with production volumes
during the periods presented below installed atomization capacity. As of September 30, 2026, the Company had cash and cash
equivalents of $5.0 million and restricted cash of $4.7 million, and the EXIM Bank Credit Agreement had been fully drawn in July
2026, with no remaining borrowing capacity.
In accordance with ASC 205-40, Presentation of Financial Statements — Going Concern, management has evaluated
whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to
continue as a going concern within one year after the date these condensed consolidated financial statements are issued. In October
2026, the Company completed its initial public offering and received net proceeds of $17.0 million, after deducting underwriting
discounts and commissions and estimated offering expenses payable by the Company. Also in October 2026, the Company amended
the EXIM Bank Credit Agreement, which resulted in the release of $2.1 million of restricted cash to cash and cash equivalents (see
10
Note 22 — Subsequent Events). Based on its evaluation of forecasted cash flows, current cash resources, and available financing,
including the net proceeds of the initial public offering, management has concluded that the Company’s existing cash would not be
sufficient to fund its operations through the end of the one-year look-forward period. The principal conditions and events giving rise to
this conclusion include the Company’s recurring net losses from operations, negative cash flows from operating activities, the capital
investment required to bring installed production capacity into full commercial operations, and the working capital investment
required to support the Company’s projected revenue growth. Accordingly, these conditions and events, considered in the aggregate,
raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed
consolidated financial statements are issued.
Management has evaluated whether its plans, considered in the aggregate, alleviate the substantial doubt. Management’s
plans include raising additional funding through one or more sales of equity securities, convertible securities or debt in public
offerings or private placements, or, to the extent available, through government grants, tax incentives or other sources, and
management of discretionary spending. The completion of any such financing is subject to factors that are not within the Company’s
sole c
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