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Category: Economy

  • MIL-OSI Canada: Supporting Alberta’s wildfire evacuees

    Emergency evacuations due to the threat of a wildfire or other natural disaster can cause incredible emotional and financial stress for those affected. To help ease the costs of evacuating and provide some peace of mind, Alberta’s government provides emergency evacuation payments to assist those who have been forced from their homes for an extended period of time.

    “Being forced from your home is one of the most difficult things a family can face. Our government is here to support Albertans every step of the way – helping cover urgent costs and providing reassurance during an incredibly stressful time. We’re committed to ensuring families have the help they need, when they need it most.”

    Danielle Smith, Premier

    Each adult resident of an affected community who has been evacuated for seven days or more is eligible to receive a one-time payment of $1,250 and $500 for each dependent child under the age of 18. These evacuation payments help pay for temporary accommodations, food and other necessities while evacuees are away from their homes. Most insurance policies will also provide coverage for additional living expenses if the insured are forced to leave due to a disaster.

    “Whether flood or fire, evacuations due to natural disasters can be incredibly stressful. As always, our government is working hard to ensure help is there for those who need it and do everything we can to support Albertans through this wildfire season.”

    Jason Nixon, Minister of Seniors, Community and Social Services

    Evacuees can apply for the payments online and will have up to 60 days to apply following the start of an evacuation order for their respective community. Payments will be made by e-transfer within 24 hours of application, which is the fastest and most efficient way to receive these payments. Evacuees unable to apply online or receive e-transfer can call the Alberta Supports Contact Centre at 1-877-644-9992 for assistance and to make alternate payment arrangements.

    “In the face of floods and fires, Alberta’s government remains committed to providing essential support and resources to protect and assist Albertans during this wildfire season, ensuring that help is always within reach for those affected.”

    Mike Ellis, Deputy Premier and Minister of Public Safety and Emergency Services

    For those who may need help with evacuating, Alberta’s Income Support Emergency Contact Centre is available 24-7 to provide support. Vulnerable Albertans or those in acute financial need who may need additional financial support for items such as food, clothing, transportation and temporary shelter as they leave their community should contact the Income Support Emergency Contact Centre at 1-866-644-5135.

    “Wildfires are a reality of life in Alberta’s forests, but no Albertan should have to face them alone. Our government is standing with affected communities every step of the way – supporting firefighting efforts on the ground, providing critical information and ensuring families have the support they need to get through these challenging times.”

    Todd Loewen, Minister of Forestry and Parks

    The most up-to-date evacuation information is available at alberta.ca/emergency, Alberta Emergency Alert or by downloading the Alberta Emergency Alert mobile app, which immediately pushes all alerts out to subscribers.

    Quick facts

    • Each adult resident of an affected community who has been evacuated for seven days or more is eligible to receive a one-time payment of $1,250 and $500 for each dependent child under the age of 18.
    • Evacuees can apply for the payments online and will have up to 60 days to apply following the start of an evacuation order for their respective community.
    • Payments will be made by e-transfer within 24 hours of application. Those unable to apply online or receive e-transfers can call the Alberta Supports Contact Centre for assistance and to make alternate payment arrangements.
    • Albertans can connect with Alberta Supports for more information about the benefits available and how to apply by visiting alberta.ca/alberta-supports, emailing [email protected], calling 1-877-644-9992 toll free, or visiting your local Alberta Supports Office for in-person services.
      • Help is available in more than 100 languages.
      • For after-hours support, the Emergency Income Support Contact Centre is available 24-7 at 1-866-644-5135.

    Related Information

    • Alberta Supports
    • Income Support Emergency Contact Centre
    • Alberta.ca/emergency
    • Alberta Emergency Alert app
    • Alberta Wildfire app

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI Canada: New B.C. council launched to support forestry in B.C.

    Source: Government of Canada regional news

    The members of the Provincial Forest Advisory Council are reputable, subject-matter experts. They all have the skills and insight needed to advance stewardship of B.C.’s forests.

    All committee members were jointly appointed by the Minister of Forests and the BC Green Caucus. You can read about each committee member below.

    Co-chair:
    Garry Merkel – Centre of Indigenous Land Stewardship director, faculty of forestry, University of British Columbia (UBC)

    Garry Merkel (nadi’ denezā) is Tahltan from northwestern British Columbia – what is now known as the Stikine River area. He is a great-grandfather and is a professional forester with more than 50 years of experience working in most areas of the forest/lands sector. He is the director of the Centre of Indigenous Land Stewardship currently housed in the faculty of forestry at UBC and has a long public policy history in B.C. and beyond. The most recent was co-chairing with Al Gorley the cabinet-appointed Old Growth Review Panel that produced A New Future for Old Forests, A Strategic Review of How British Columbia Manages its Old Forests Within its Ancient Ecosystems (2021).  Government adopted the 14 recommendations in this review. Merkel continues as an independent mentor, coach, facilitator and adviser to support the government in its leadership role, the forest sector and ultimately the overall provincial land sector through this transition.

    Co-chair:
    Shannon Janzen, former vice-president and chief forester, Western Forest Products

    Shannon Janzen became the first woman in Canada to be appointed chief forester of a major forest products company in 2013 and later served as a vice-president of Western Forest Products from 2015 until 2022. Now the owner of Hypha Consulting Inc., she works with Indigenous communities to support their vision for economic and environmental reconciliation. Starting in operations, she spent over a decade in silviculture and planning, later becoming a lead negotiator for the Coast Forest Conservation Initiative. Her work in the Great Bear Rainforest earned her recognition as the Professional Forester of the Year in 2009. 

    Janzen has negotiated agreements benefiting First Nations and implemented cost-saving initiatives including LEAN supply chain programs and LiDAR Forest Inventory programs. She has also led carbon accounting for forest products and managed environmental social governance initiatives for publicly traded companies. Once a volunteer firefighter, Janzen is committed to making business sense of doing the right thing for people and the planet, tackling complex challenges with optimism and focus.

    Norah White, deputy chief forester, B.C. government

    Norah White is deputy chief forester and executive director in British Columbia’s Office of the Chief Forester within the provincial Ministry of Forests, the division of the provincial government responsible for leadership in forest stewardship and sustainable fibre supply.

    White has an extensive background in provincial forest stewardship policy and has led recent sector-wide change in the areas of forest planning, forest carbon, and the management of old forests and ecosystems.

    She holds a bachelor of science in forestry from the University of British Columbia (2004), an executive master of business administration from Simon Fraser University (2022), and a micro-certificate in forest carbon management from UBC’s faculty of forestry (2022).

    White received her registered professional forester designation in 2007 and is an active member of Forest Professionals BC. She lives within the territory of the Lekwungen peoples, also known as Victoria, B.C., with her spouse and their two daughters, ages 12 and 14.

    Jason Fisher, executive director, Forest Enhancement Society of BC

    Jason Fisher, a registered professional forester, is the executive director of the Forest Enhancement Society of BC (FESBC). FESBC invests the funding it receives from the Ministry of Forests to support forest enhancement projects throughout B.C. that reduce wildfire risk, enhance wildlife habitat, assist in the recovery of forests affected by fire, insects and disease, and/or reduce greenhouse emissions through enhancing the utilization of wood waste for bioenergy.

    Fisher earned degrees in forestry and law, and has worked in the private and public sector, serving as a vice-president with Dunkley Lumber and Pinnacle Renewable Energy and as an associate deputy minister in B.C.’s forest ministry. He is also an instructor at the University of Northern British Columbia, where he teaches a senior-level forest policy and management course. Fisher and his family live in Prince George, located within the traditional territory of the Lheidli T’enneh.

    Jeff Bromley, chairperson, United Steelworkers Wood Council

    Elected Steelworkers Wood Council Chair in 2019, Jeff Bromley was a rank and file IWA member beginning in 1994 when he was hired as an operator at the Elko Sawmill at age 25.

    Bromley was born in Richmond and grew up in the mining town of Kimberley with his mother and stepfather, who was also an IWA member at the Canal Flats sawmill. He earned his associated degree at East Kootenay Community College (now College of the Rockies) with a major in history and a minor in political science.

    Rising through the ranks of Local 1-405, Bromley was elected shop steward and plant committee secretary in 1999, and served as trustee from 2001 until 2008. His advocacy and political action activities have included the USW’s Stop the Killing, Enforce the Law campaign, the softwood lumber lobby effort in Ottawa and the Forest Renewal campaign in Victoria. Bromley has been a local union instructor through District 3’s Back to the Locals instructor program.

    Bromley was elected third vice-president of Local 1-405 in 2008 and, in 2010, graduated from the USW’s leadership development program. Elected financial secretary in 2012, he has served the local union in a full-time staff role since 2012.

    Harry Nelson, associate professor, faculty of forestry, UBC

    Harry Nelson is an associate professor in the faculty of forestry at UBC, specializing in economics and policy. His research interests are in analyzing natural and environmental resource policy around how lands and resources are managed in Canada and the forces driving change in forestry, with the goal of developing solutions that can help enhance the long run sustainability of Canadian forests and the communities and businesses that rely upon them. Long-standing areas of his research include investigating the changing role of Indigenous peoples in land and resource management in Canada and assessing how forest-sector firms, governments and others are adapting to climate change impacts in forestry.

    Hugh Scorah, postdoctoral fellow, UBC

    Hugh Scorah is a researcher at UBC forestry and a business and finance consultant for the agricultural and forest sectors. He has worked on projects related to softwood lumber trade, small and medium-sized enterprises in forestry, community forestry, wildfire risk mitigation, economics of silviculture, hydrological risk and liability in forestry, timber auction design, the economics of sustained yield forestry and pricing of forest tenures.

    Al Gorley, retired professional forester and former president, Professional Foresters Association

    Al Gorley has over 50 years experience in forestry and natural resource management. Born in Burns Lake, he lived in a variety of communities in the northwest while growing up, including Queen Charlotte City (Daajing Giids), Kitwanga, Terrace, and Prince Rupert. His early career with the BC Forest Service saw him stationed in Houston, Lower Post, Ootsa Lake and Smithers.

    During a second stint in Houston as forest district manager, he also served as president of the Association of British Columbia Forest Professionals and board chair for Northwest Community College. In 1994, he was appointed regional manager for the Prince George Forest Region and, for a while, worked concurrently as executive director of Forest Practices Code implementation. In 1998, he moved to Victoria to take on the role of vice-president for land and resources at Forest Renewal BC and was later promoted to chief operating officer.

    In 2002, Gorley started his own consulting firm and worked with a wide variety of industries, communities and governments throughout the province, nationally and internationally, on natural resource and management matters. From 2004 until 2007, he served as president of the McGregor Model Forest and was a founding director of the Canadian Model Forest Network. He is a past member of the BC Forest Appeals Commission and Environmental Board and was chair of the Forest Practices Board from 2010 until 2013.

    In 2019, Gorley was appointed to co-chair a strategic review of how old growth forests are managed in B.C., resulting in the 2020 report A New Future for Old Forests. Now retired, he continues to encourage management approaches that will support community and economic well-being within the envelope of ecosystem sustainability.

    Laurie Kremsater, professional forester, biologist, researcher and educator

    Laurie Kremsater is a professional forester and a professional biologist with more than 35 years experience in forest ecology and wildlife resource management. She completed her bachelor of science in forestry with honours and her master of science in forest wildlife ecology at UBC (1989).

    She was a member of the Clayoquot Sound Scientific Panel, was part of the 1990s Old Growth Strategy and part of the team that directed Weyerhaeuser’s Forest Strategy – the most extensive research, adaptive management and monitoring work in B.C. concerning sustaining biodiversity during forest management. Her initial research concerned black-tailed deer ecology and forest birds, then her work expanded to include small mammals, amphibians, species at risk and biodiversity more broadly. Her work now focuses on managing ecosystems as a whole, helping to develop sustainable forest management plans that maintain biological diversity. She designs landscape reserves for the Great Bear Rainforest Order area and trains others to undertake that task. She is helping incorporate Ecosystem-Based Management into planning for Sechelt Community Forest and Lakes Forest Landscape Plan.

    Educating and developing training materials are passions, all aimed at sustaining biodiversity, while maintaining sustainable economic timber opportunity. Kremsater works for academia, government, industry and non-government organizations. After many years as a research associate at UBC, she became an independent consultant, then joined Madrone Environmental for a period, and now once again is consulting on her own, trying, not so successfully yet, to slow down.

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI Canada: Concluding a successful spring session

    [. In addition to the work in the assembly, this session saw the government advocate fiercely for a strong and sovereign Alberta within a united Canada, build and strengthen relationships with trade partners, and defend Alberta’s economy and Albertan jobs.

    In the face of global trade tensions and market uncertainty, the rising cost of living remains one of the largest challenges facing Albertans. This spring, Alberta’s government took action to ease that burden. Budget 2025 delivered the promised income tax cut, saving families up to $1,500 per year. The Automobile Insurance Act was passed to enable better, faster, cheaper auto insurance for Albertans, and we passed legislation to expand energy options by enabling hydrogen blending and making critical reforms to ensure Albertans have access to affordable, reliable utilities when they need them most.

    “Every piece of legislation our government brought forward this session was driven by one goal: to make life better for Albertans. I’m proud to be part of a team that meets the challenges Albertans are facing today and positions our province for long-term success.”

    Joseph Schow, Government House Leader and Minister of Tourism and Sport

    Alberta’s government also passed legislation to deliver on its mandate to restore health and safety for families and communities. The Compassionate Intervention Act introduced a new approach to addressing the addiction crisis, adding another tool to the Alberta Recovery Model and giving Albertans struggling with severe addiction the opportunity to rebuild their lives and reconnect with their family, community and culture. Legislation was also passed that implements lessons learned during previous emergency responses and empowers municipalities through expanded options for local policing.

    This session Alberta’s government passed 19 bills, fulfilled multiple platform commitments and delivered on the strong mandate received from Albertans two years ago.

    Other highlights

    • The Agricultural Operation Practices Amendment Act provides clarity for the emerging biogas industry, spurring job-creating investment in rural Alberta.
    • The Critical Infrastructure Defence Amendment Act protects essential infrastructure and supports the government’s work under the Alberta Sovereignty Within a United Canada Act.
    • The Education Amendment Act reflects changes in the education landscape, strengthening democratic accountability in school boards, and increasing clarity and efficiency in the teacher discipline process.
    • The Election Statutes Amendment Act protects democracy, delivers fair and open elections and restores confidence in every vote cast.
    • The Health Statutes Amendment Act continues the work to refocus the healthcare system, ensuring patients receive the care they need, when and where they need it.
    • The Municipal Affairs Statutes Amendment Act strengthens local governance and collaboration, streamlines processes and bolsters protections for new home builders and buyers.
    • The Professional Governance Act ensures Alberta has a modern, uniform governance framework for professional regulatory organizations.
    • The Wildlife Amendment Act aligns the Wildlife Act with current knowledge and best practices, supporting enhanced opportunities for hunting and trapping, reducing human-wildlife conflicts and streamlining enforcement approaches.

    Related information

    • Bill Status for Legislature 31, Session 1

    Multimedia

    • Watch the news conference

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI Canada: Let’s All Get #SafelyHomeFromTheWorkzone

    Source: Government of Canada regional news

    Released on May 15, 2025

    The Victoria Day long weekend marks the beginning of construction season. The Government of Saskatchewan and its various road partners remind all drivers to play their part in helping everyone get safely home from the work zone.

    “Road and utility workers, first responders, tow truck operators and many other are all working for you on and near our highways, streets and roads,” Highways Minister David Marit said. “We ask all motorists to slow down, follow the signs and respect flag persons no matter where their summer travels take them. We want everyone to get home safely.”

    The Ministry of Highways will invest more than $777 million toward improving Saskatchewan roads this year, with its crews and contractors in work zones doing repairs and capital projects to improve our quality of life and support our export-based economy.

    The ministry’s counterparts in urban, rural and other communities will also be doing road work, while provincial Crown utilities and various contractors will be at or near streets and highways to maintain and improve infrastructure. Tow truck operators, police and other first responders will be visible as usual this summer.

    Whether the work zone is in a city or on a highway, it’s important to slow down to keep everyone safe. Following the signage and respecting workers can help drivers avoid collisions and an expensive ticket. On average, 184 collisions happen each year in work zones, resulting in 36 injuries and one death (based on a five-year average from 2019 to 2023). 

    To help promote this message, drivers are encouraged to share this safety video https://youtu.be/R8p_D-QNmUI?si=gIEWd3cy03DMwcxF on social media with the hashtag: #SafelyHomeFromTheWorkZone

    The Highway Hotline can also be checked throughout the year at https://hotline.gov.sk.ca. It provides information on construction zones, weather, ferry crossings and parks. It also alerts drivers to closures and incidents related to vehicle collisions, forest and grass fires.

    -30-

    For more information, contact:

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI USA: Secretary Wright Announces New Policy for Increasing Accountability, Identifying Wasteful Spending of Taxpayer Dollars

    Source: US Department of Energy

    WASHINGTON – The Department of Energy (DOE) today announced new actions to increase accountability and promote responsible stewardship of American taxpayer dollars. In a Secretarial Memorandum entitled, “Ensuring Responsibility for Financial Assistance,” U.S. Secretary of Energy Chris Wright outlined DOE’s policy for evaluating financial assistance on a case-by-case basis to identity waste of taxpayer dollars, protect America’s national security and advance President Trump’s commitment to unleash affordable, reliable and secure energy for the American people. 

    “Over the past 110 days, the Energy Department has been hard at work reviewing the billions of dollars that were rushed out the door, particularly in the final days of the Biden administration, and what we have found is concerning,” said Secretary Wright. “With this process, the Department will ensure we are doing our due diligence, utilizing taxpayer dollars to generate the largest possible benefit to the American people and safeguarding our national security. Any reputable business would have a process in place for evaluating spending and investments before money goes out the door, and the American people deserve no less from their federal government.”

    To comply with the Secretary’s memorandum, the DOE has begun requesting additional information needed to evaluate 179 awards. These awards total over $15 billion in financial assistance. DOE is prioritizing large-scale commercial projects that require more detailed information from the awardees for the initial phase of this review, but this process may extend to other DOE program offices as the reviews progress.

    Full Policy Memorandum is below:

    Secretarial Policy on Ensuring Responsibility for Financial Assistance

    It is the policy of the Department of Energy (DOE) to ensure that financial assistance award recipients and the individual projects are, among other things, financially sound and economically viable, aligned with national and economic security interests, and consistent with Federal law and this Administration’s policies and priorities and program goals and priorities (Standards).  This policy is consistent with the general Federal Stewardship and Substantial Involvement of DOE in the financial assistance awards and essential to identifying and avoiding fraud, waste and abuse.

    DOE intends to conduct focused reviews of awards and other forms of financial assistance on a case-by-case basis, especially for the large complex awards, or on groups of homogenous awards if DOE determines that such a review will adequately address the goals as set forth above.  To conduct this review, DOE may utilize information previously submitted by the award recipient, DOE’s own investigation or analyses or submit  information requests to recipients for information relevant to the project to help inform DOE’s decisional process including, but not limited to,  information regarding a project’s financial health, a project’s technological and engineering viability, market conditions, compliance with award terms and conditions and compliance with legal requirements, including those related to national security.

    To accomplish DOE’s objectives, it is the policy of DOE to require that its financial assistance recipients provide written responses and supporting documentation to its information requests within communicated timeframes, and to cooperate with program personnel on any follow up requests, including verbal requests, in a timely manner, to facilitate this review.  While many financial assistance awards may incorporate the audit rights under 2 C.F.R. part 200, other forms of awards have different information gathering rights available to DOE.  However, in connection with the administration and management of its awards, DOE is entitled to obtain current, accurate and complete information about the project and the recipient.

    It is also the policy of DOE to treat the responses to these information requests as confidential and solely for use in managing the awards and as part of its oversight, including audit, functions.  Responses, as well as responsive information the recipient has previously provided to DOE, will be shared within DOE only to the extent required for proper management and oversight of the awards. Consistent with the National Security Presidential Memorandum on U.S. Government-Supported Research and Development National Security Policy-33, DOE may share information regarding risk identified as part of this due diligence process with other governmental entities.

    If it is determined that a project meets Standards, then those projects will proceed.  If it is determined that projects do not meet Standards, DOE may modify the project or, DOE in its discretion, may terminate the project based on the outcome of DOE’s evaluation, as allowed by law.  Further, if a recipient of financial assistance fails to respond to information requests within the provided timeframe, does not respond to follow-up questions in a timely manner, or offers incomplete responses that do not reasonably facilitate DOE’s review, DOE may treat as the recipient’s refusal to cooperate as grounds for termination of the award or the withholding of funding.

    MIL OSI USA News –

    May 16, 2025
  • MIL-OSI USA: An Incremental Step Along the Journey: The Division of Trading Markets’ Frequently Asked Questions Relating to Crypto Asset Activities and Distributed Ledger Technologies

    Source: Securities and Exchange Commission

    Today, the staff of the Division of Trading and Markets issued a set of frequently asked questions (“FAQs”) relating to the application of certain broker-dealer financial responsibility rules and transfer agent rules to crypto asset activities and distributed ledger technology. Many of the responses to these FAQs should not be controversial, as they simply reiterate what our rules already say or do not say. Nonetheless, given the uncertainty in the market regarding the application of our rules to crypto generally, I am pleased that the staff has issued these helpful FAQs.

    As one example, these FAQs address staff’s views about whether and how broker-dealer custody and capital rules apply to crypto assets, including in the context of in-kind creations and redemptions for spot crypto asset exchange-traded products (ETPs). The FAQs note that the possession and control requirements of Rule 15c3-3 are not implicated if a broker-dealer holds non-security crypto assets for customers. These requirements apply only to securities. The FAQs also address the net capital treatment of proprietary positions in bitcoin and ether, which are the only two crypto assets currently underlying crypto asset ETPs trading on national securities exchanges. The statement’s limitation to the capital treatment of bitcoin and ether does not mean that broker-dealers may hold only those crypto assets or that only those crypto assets may be readily marketable for purposes of the net capital rules.

    The FAQs highlight that non-security crypto assets held by a broker-dealer are not protected by SIPA. SIPA is fundamentally tailored to securities, not commodities or other assets. These FAQs, by underscoring the absence of SIPA protection, remind investors about the risks they may face when holding non-security crypto assets through a broker-dealer.

    The FAQs also include questions relating to transfer agents. Notably, the FAQs address a registered transfer agent’s use of distributed ledger technology as its official Master Securityholder File or a component thereof. This FAQ may be relevant for firms (and their transfer agents) considering issuing tokenized securities.

    These FAQs are incremental, not comprehensive. The staff and the Commission still have much more work to do. For example, many market participants have urged us to replace the special purpose broker-dealer statement with a more fit-for-purpose statement addressing how broker-dealers may custody crypto assets that are securities, including tokenized versions of traditional securities. In the meantime, the SPBD continues to be a non-exclusive safe harbor upon which broker-dealers can rely. In addition, market participants have asked for guidance on the net capital treatment of other crypto assets. I also am eager to hear whether the industry believes additional clarity or other actions by the SEC with respect to transfer agent rules would be helpful to facilitate onchain tokenization efforts.

    I appreciate the diligent work of the Division of Trading and Markets in preparing these FAQs. Market participants that have additional questions on these and other issues raised by the FAQs should feel free to reach out to the Division of Trading and Markets.[1] The Crypto Task Force also welcomes inquiries and feedback on these FAQs through crypto@sec.gov.

    MIL OSI USA News –

    May 16, 2025
  • MIL-OSI USA: Remarks of Commissioner Mark T. Uyeda

    Source: Securities and Exchange Commission

    Welcome to the 12th Annual Conference on Financial Market Regulation.  It is a pleasure to kick off this two-day conference.  Thank you to all who have submitted papers in connection with the conference and to the discussants who have dissected them.  I would also like to thank the staff of the Division of Economic and Risk Analysis, led by Dr. Robert Fisher, for their efforts in planning this program as well as our academic partners.  Today’s program covers a number of timely topics. We have a number of different tracks at the conference, so I thought that I would briefly discuss two topics that caught my attention.[1]

    Private Market Capital Raising

    First, panelists will discuss the economic implications of individual investments in private markets.  One panel will discuss findings related to a systematic study of private equity investments by individual investors.[2]  This topic directly impacts capital formation concerns, but also impacts the issue of expanding investment opportunities for individual investors. Notably, the authors found that contrary to concerns about adverse selection, private equity investments by individual investors perform similarly to those of institutions and outperform public markets. Of particular interest, they identified three innovations that enable individuals to invest in private equity: “the proliferation of funds with low minimum commitments, pooling capital via advisors, and leveraging advisors’ networks to access fund managers.”  These structural observations are relevant as the Commission looks at regulatory mechanisms to increase capital formation. The need to empower retail investment in private companies is critical – both from a capital formation perspective and from an investor diversification lens. 

    Additionally, in exploring ways to expand opportunities by promoting greater retail investing in private companies, changes to the accredited investor definition should be considered. While the accredited investor definition has served as the benchmark for financial sophistication on a national – and perhaps global – level, and has provided stability and predictability to market participants, we look to ways to address some potential unintended consequences of the standard during the forty-plus years since it was introduced.

    In promoting opportunities for retail investment in private companies, we should not shy away from discussing the potential investment risks, including the risk of financial losses.  However, investments in private, growth-stage companies that are higher-risk, higher-reward may be beneficial as part of a person’s diversified portfolio, particularly if the exposure is through pooled investment vehicles.  Modern portfolio theory supports the view that a more diversified portfolio impacts overall economic risk.

    As such, we should seek to modernize the exemptive landscape.  If an individual believes that the risk is appropriate and the framework limits investors to those who are financially sophisticated, can sustain the risk of investment loss, can fend for themselves, and have other relevant characteristics, then our regulatory regime should not deny such individual a source of potential wealth accumulation and portfolio diversification. 

    While current and future regulatory proxies for financial sophistication may never be perfect, we should acknowledge that investor protection might also exist through diversification by expanding opportunities for individual investors to allow them to obtain the investment exposure through financial professionals operating under a best interest or fiduciary duty obligation. 

    Notably, recent investor surveys conducted by the Office of the Investor Advocate found that there is investor appetite by accredited and non-accredited investors, for investing in private companies.  Specifically, 14.4% of accredited investors reported being “interested” in investing in this space, while 4.7% of non-accredited investors reported interest.[3]  Investors in both categories – including persons that are currently non-accredited but may be deemed accredited under any new potential standards—have a desire to optimize their investment returns.  I appreciate the thoughtful economic research related to private markets – this research will likely inform any future policymaking.

    Recent Greenwashing by Funds and Impacts on Investments

    Second, attendees will develop a better understanding of the extent to which funds engaged in “greenwashing” – and more specifically, how such practices impacted investors’ returns.  This is particularly interesting, given the focus on these types of funds recently.  The authors of one paper presented this week, The Economics of Greenwashing Funds, found that “funds engaging in greenwashing charge higher fees while attracting greater flows from investors.”[4]  Charging higher average fees and thus impacting overall returns is concerning in any environment, especially when it is unclear whether improved outcomes were achieved. As it pertains to transactional and investment costs, I also note that the authors found that “greenwashing funds are more likely to incur regulatory costs and experience outflows, as reflected in ESG-related comment letters from the SEC.”  To the extent that funds elect to pursue strategies not directly tied to financial performance of the underlying investments, investors should not be penalized through higher overall investment costs, without corresponding clear and unequivocal disclosure of the downsides of such strategies.  

    These are only two examples of the thoughtful and relevant topics in the program.  There are many other interesting topics, including with respect to crypto.  Your research will help inform policymaking and economic analysis in future regulatory endeavors. 

    Thank you to the economists for your work and thank you for your participation in this conference.  In addition to the presentations, I hope that there will be productive side conversations throughout the next two days. One never knows whether the next great idea will start with some notes jotted down on a napkin.

     


    [1] My remarks reflect solely my individual views as a commissioner and do not necessarily reflect the views of the full U.S. Securities and Exchange Commission or my fellow Commissioners.

    [2] Cynthia Mei Balloch (London School of Economics), Federico Mainardi (University of Chicago), Sangmin Oh (Columbia University), Petra Vokata (The Ohio State University) Democratizing Private Markets: Private Equity Performance of Individual Investors (forthcoming). 

    [3] Katherine Carman, Alycia Chin, Steven Nash, and Brian Scholl. Exploring Accredited Investors and Private Market Securities Ownership, OIAD Working Paper (2025) (forthcoming).

    MIL OSI USA News –

    May 16, 2025
  • MIL-OSI Security: Shasta County Man Pleads Guilty to Running a $35 Million Investment Fraud Scheme and Witness Tampering

    Source: Office of United States Attorneys

    Matthew Piercey, 48, of Palo Cedro, pleaded guilty today to wire fraud, concealment money laundering, and witness tampering in connection with a $35 million investment fraud scheme, Acting U.S. Attorney Michele Beckwith announced. Piercey pleaded guilty without a written plea agreement to all 27 of the pending counts and the Court vacated the May 19, 2025, trial date.

    According to court documents, between July 2015 and August 2020, Piercey solicited investor funds by holding himself out as an investment advisor through his purported investment companies Family Wealth Legacy and Zolla. He made a variety of false and misleading statements to investors about the nature and success of trading algorithms, commissions and fees, investment strategies, the liquidity of investments, and the financial stability of Family Wealth Legacy and Zolla. For example, Piercey marketed the “Upvesting Fund,” an automated algorithmic trading fund that he falsely claimed had a history of success. He took money from numerous investors in this purported fund, but privately admitted to an associate that there was no Upvesting Fund.

    Running a Ponzi-like fraud scheme, Piercey used some investor money to make payments to other investors. As the scheme progressed, Piercey used a Redding-area chiropractor to conceal his continued operation of the investment fraud and take in new money.

    In total, Piercey paid back only approximately $8.8 million to investors of the approximately $35 million invested. He used the additional money for various business and personal expenses, including paying a criminal defense firm and buying two residential properties. Few, if any, liquid assets remained to repay investors.

    According to court documents, when Piercey learned he was under investigation, he took steps to dissuade investors and witnesses from responding to grand jury subpoenas. His actions caused several individuals to delay producing documents, while at the same time, he syphoned off nearly $775,000 from victim investors into a bank account he controlled.

    On Nov. 16, 2020, when law enforcement agents attempted to arrest Piercey, he fled from arrest and led agents on a vehicle chase through residential neighborhoods and onto the highway before abandoning his vehicle and entering Lake Shasta with an underwater submersible device. After about 20 minutes in the water, he emerged from the lake where he was arrested.

    After his arrest, Piercey used coded language to communicate with two individuals who visited him in jail. He directed these individuals to take actions with the contents of a U-Haul storage locker he had rented in Redding. A subsequent FBI search of the storage locker revealed that Piercey had rented the locker under a fictitious name, Chadwick Givens, using a fake California driver’s license. The locker contained, among other things, a wig and ₣31,000 in Swiss francs.

    “Investment fraud schemes like the one led by this defendant can devastate lives, retirements, and undo decades of planning by hard-working people simply looking for a trusted place to invest their money,” said Acting U.S. Attorney Beckwith. “Our office will continue to work with the FBI and our law enforcement partners to bring to justice those who commit these frauds and who seek to tamper with the grand jury process.”

    “Many invested their life savings with Matthew Piercey’s companies, not knowing that the claim of guaranteed returns were the empty promises of a Ponzi scheme,” said FBI Sacramento Special Agent in Charge Sid Patel. “The FBI agents, forensic accountants, and other specialized personnel work tirelessly to ensure those who exploit the trust of a hopeful public will face serious consequences.”

    This case is the product of an investigation by the Federal Bureau of Investigation. Assistant U.S. Attorneys Matthew Thuesen, Audrey B. Hemesath, Christopher S. Hales, and Kevin Khasigian are prosecuting the case.

    Piercey is scheduled to be sentenced by U.S. District Judge Troy L. Nunley on Sept. 4, 2025. Two other defendants who conspired with Piercey in the scheme are Ken Winton and Gary Klopfenstein. Winton pleaded guilty in December 2020 and Klopfenstein pleaded guilty in July 2024. Both Winton and Klopfenstein are scheduled for status conferences regarding sentencing on Aug. 21, 2025.

    Piercey faces a maximum statutory penalty of 20 years in prison and a fine of up to $250,000 or twice the gross gain or loss, whichever is greater, for each wire fraud and mail fraud count; 20 years in prison and a fine of up to $250,000 for each witness tampering count; and 20 years in prison and a fine of up to $500,000 or twice the value of the property involved, whichever is greater, for each money laundering count. The actual sentence, however, will be determined at the discretion of the court after consideration of any applicable statutory factors and the Federal Sentencing Guidelines, which take into account a number of variables.

    MIL Security OSI –

    May 16, 2025
  • MIL-OSI United Kingdom: PM: The world has paid the price for Putin’s aggression. He must now pay for avoiding peace.

    Source: United Kingdom – Executive Government & Departments

    Press release

    PM: The world has paid the price for Putin’s aggression. He must now pay for avoiding peace.

    Piling the pressure on the Kremlin will be the focus of discussions at the European Political Community [EPC] today, after Putin dodged US arranged peace talks in Istanbul yesterday [Thursday].

    • Prime Minister to convene leaders at EPC to drive forward response to Putin’s stalling tactics

    • Russian energy expected to be central target in widespread sanctions action in the coming weeks if Russia does not agree a ceasefire

    • Comes as around 40 leaders meet at the European Political Community summit in Tirana today

    Piling the pressure on the Kremlin will be the focus of discussions at the European Political Community [EPC] today, after Putin dodged US arranged peace talks in Istanbul yesterday [Thursday].

    More than 40 leaders will attend the Tirana summit today, discussing shared challenges facing the continent and the threat to global stability and security posed by Putin.

    It comes after President Zelenskyy underscored Ukraine’s position as the party of peace and travelled to Turkey in good faith this week, in preparation for peace talks with Russia.

    But Putin failed to attend.

    Leaders are expected to reiterate calls for a full and unconditional ceasefire today and demand Russia prove that they are serious about bringing its invasion to an end. For more than two months, Russia has failed to substantively respond to the US’ calls for a full, unconditional 30-day ceasefire and genuine peace talks.

    Work has already begun on what further sanctions can be implemented to degrade Russia’s ability to prolong the war if Russia does not agree to a ceasefire.  Today, leaders are expected to progress the conversations held in Kyiv at the weekend about sanctions, with a focus on Russian energy revenues.

    Prime Minister Keir Starmer said:

    People in Ukraine and across the world have paid the price for Putin’s aggression in Ukraine and across Europe, now he must pay the price for avoiding peace.

    Putin’s tactics to dither and delay, while continuing to kill and cause bloodshed across Ukraine, is intolerable.

    For the past three years, Ukraine has been fighting for peace and security, while Russia has sent thousands of young men and women to their deaths and compromised global stability.

    Alongside the US and more than 30 other partners, we have been clear that we will not stand for Russia kicking a ceasefire down the road.

    A full, unconditional ceasefire must be agreed and if Russia is unwilling to come to the negotiating table, Putin must pay the price.

    During the summit, the Prime Minister is expected to lead a security roundtable with the Prime Minister of Sweden, Ulf Kristersson, as well as discussing with key partners including France, Germany, Italy, Poland and Ukraine latest efforts with the US to secure peace and an end of the bloodbath in Ukraine. It comes as Putin repeatedly ignored requests for peace talks in Istanbul this week.

    The Kremlin’s biggest source of tax revenue is oil exports, and with forecasts cut by almost a quarter because of Western sanctions and compounding slowing global growth prices, further measures are likely to cause significant pain. Oil and gas tax revenues were already a third lower in dollar terms 2024 than in 2022, the first year of the war; and they are already down by almost 20% year-on-year in February and March.

    The Prime Minister is clear that supporting Ukraine, and degrading Russia’s economy and ability to prolong the war as they wreak havoc across Europe, is vital to protecting national and Euro-Atlantic security, and delivering on the Government’s Plan for Change.

    Russian aggression is plain for all to see. Just this week the Polish Prime Minister Donald Tusk revealed that the Russia Secret Service was behind a major blaze at a Polish shopping centre, while in a landmark decision, the International Civil Aviation Organisation ruled that the Russian Federation was behind the downing of Malaysian Airlines Flight MH17 in July 2014, killing 298 people, including 10 UK citizens.

    Last week, the Prime Minister announced the UK’s largest ever package of sanctions on Russia’s Shadow Fleet. The sanctions will apply further pressure on the Russian economy, which is stalling as Putin’s national wealth fund starts to run out, the non-defence sector is in recession and global oil prices are falling.

    Russia’s defence and security spending is now 40% of all federal spending and 8% GDP – a post-1990 high and double the size of federal social services spending.

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    Published 15 May 2025

    MIL OSI United Kingdom –

    May 16, 2025
  • MIL-OSI: SUNation Energy Announces 2025 First Quarter Results and Introduces Financial Guidance for 2025

    Source: GlobeNewswire (MIL-OSI)

    Substantial Progress in Reducing Debt, Lowering Costs, Enhancing Cash Flow
    Strong Commercial Project Backlog

    RONKONKOMA, N.Y., May 15, 2025 (GLOBE NEWSWIRE) — SUNation Energy, Inc. (Nasdaq: SUNE) (the “Company”), a leading provider of sustainable solar energy and backup power to households, businesses, municipalities, and for servicing existing systems, today announced financial results for the first quarter ended March 31, 2025 (“Q1 2025”). The information in this Press Release is not complete and should be carefully read in conjunction with our most recent Form 10-Q quarterly report for the financial quarter ended March 31, 2025, including the subsequent events and risk factor updated therein, as well as our other SEC reports.

    “Our results for Q1 2025 reflect the initial successes associated with our corporate transformation activities, most notably in the areas of cost containment, operating efficiencies, improved cash position, and debt reduction,” said Scott Maskin, Chief Executive Officer.

    “We see gathering strength in our end markets and are pleased with the performance of our two primary business segments – SUNation, which serves Long Island and the surrounding region, and Hawaii Energy Connection (“HEC”). SUNation’s Commercial backlog as of March 31, 2025 rose more than 30% compared to the same period last year, thanks to a variety of projects currently in various stages of development with our institutional partners. While our New York Residential business experienced typical seasonal headwinds in Q1 2025 due largely to especially poor weather in February, we are addressing pent up demand from Residential consumers. This has resulted in a stronger than usual Springtime push, with both contract and install activity rivaling the growth we saw during the post Inflation Reduction Act boom-period prior to the rise in interest and financing rates. We expect improved results in Q2 2025 compared to Q1 2025 as consumers look to lock in pricing prior to any potential increases related to tariffs and in advance of any changes to federal solar tax incentives that may occur as this issue gets debated in Congress. Based on 20 years of experience dealing with dynamic federal incentives, and now tariffs, I do believe that we are well-positioned to capitalize on this growing sense of urgency among consumers to begin to realize the benefits of solar.

    He continued, “We are also exploring opportunities to expand our Service and Maintenance business in the New York metro region to support thousands of homeowners whose systems have been orphaned by solar providers that are no longer in business. This presents a meaningful opportunity to broaden our customer base, support the continuing use of solar, and potentially benefit from historically high margin service revenues. Our Residential business in Hawaii, a more mature market, is expected to rebound from a sluggish 2024 due to solar and battery incentives that took effect in May 2025 thanks to recent action by the State of Hawaii’s Public Utilities Commission.”

    James Brennan, SUNation’s Chief Financial Officer, said, “The restructuring and debt reduction initiatives we have implemented over the last several quarters have simplified and strengthened our capital structure, significantly reduced monthly cash burn, enhanced cash flows, and stabilized our financial profile. Q1 2025 selling, general and administrative (“SG&A”) expenses declined by 9% from the first quarter of 2024 and interest expense decreased by 25%. We improved our cash position and lowered our debt by more than 50% from December 31, 2024.”

    Mr. Maskin concluded, “Although our business and industry are still recovering from a difficult period, we remain optimistic about 2025 and the long-term promise of solar energy. We have created a solid financial and operating platform, have maintained a sterling reputation among customers, and our team members are among the best in our industry. We are pursuing a variety of organic and acquisition-based initiatives that can expand our market reach, add scale to our business, and evolve our model into a one-stop shop for solar and storage related needs. For these reasons and more, we have the confidence to provide annual guidance for 2025.”

    Q1 2025 Financial Results Overview
    Comparisons are to the first quarter ended March 31, 2024 (“Q1 2024”) unless otherwise noted

    • Consolidated revenue declined by 4% to $12.6 million from $13.2 million. At SUNation, Commercial revenue rose 28%, which offset a 3% decline in Residential revenue due largely to seasonality, as well as lower Service revenue. At HEC, revenue declined by 11% to $3.1 million, which the Company believes is due largely to a lack of solar and battery incentives available in Q1 2025; these incentives once again became available May 15, 2025.
    • Gross profit was $4.4 million, or 35.1%, compared to gross profit of $4.8 million, or 36.4%, due primarily to lower total revenues.
    • SG&A expenses declined by 9% to $6.0 million from $6.6 million, the result of cost optimization and efficiency measures implemented in 2024.
    • Total operating expenses decreased by 5.6% to $6.6 million from $7.0 million.
    • Interest expense declined 25% to $0.6 million from $0.8 million, reflecting management’s commitment to the repayment and retirement of outstanding debt.
    • Net loss was $(3.5) million compared to net income of $1.2 million. Net income in Q1 2024 included $3.4 million of other income while net loss in Q1 2025 included other expenses of $(1.3) million.
    • Adjusted EBITDA was stable at $(1.5) million.

    Financial Condition March 31, 2025

    • Cash and cash equivalents rose to $1.4 million from $0.8 million at December 31, 2024, and restricted cash was stable at $0.3 million when compared to December 31, 2024.
    • Total debt, which includes earnout consideration of $2.1 million, declined 51% to $9.2 million from total debt of $19.1 million at December 31, 2024.
    • Accounts payable decreased by $1.5 million from December 31, 2024
    • Current liabilities decreased by $6.9 million from December 31, 2024
    • Long-term liabilities decreased by $0.7 million from December 31, 2024
    • Stockholders’ equity increased by $6.3 million from December 31, 2024

    Recent Financial Developments

    • Secured a total of $20 million in aggregate gross proceeds via a securities purchase agreement with certain institutional investors.
    • Eliminated $12.6 million of secured debt and other long-term contractual obligations that removed an average annual cash drain of approximately $3.4 million through 2027, which includes lowering annual interest expense for 2025 by an estimated $1.4 million.
    • Reduced 2025 SG&A spending by an estimated $2.0 million.
    • Paid in full a $2.5 million earn out payment associated with the November 2022 acquisition of SUNation Solar Systems, Inc. and five of its affiliated entities.
    • Restructured $5.5 million of long-term debt.
    • Entered into a new $1.0 million line of credit agreement with MBB Energy, LLC, which was unused as of May 15, 2025.
    • Signed separate Letters of Intent with Energy Systems Group, an award-winning energy services company, for the deployment of over 2.35 MWs of solar power at two school districts on Long Island.

    2025 FINANCIAL GUIDANCE

    Based on results for the first quarter of 2025, progress associated with our corporate transformation activities, and current business conditions and estimated outlook, the Company is providing the following financial guidance for the year ending December 31, 2025:

    • Total sales of $65 million to $70 million, a projected increase of between 14% and 23% from total sales of $56.9 million in 2024.
    • Adjusted EBITDA of $0.5 million to $0.7 million, an increase from an Adjusted EBITDA loss in 2024.

    Guidance for full year 2025 is based on the Company’s current views, beliefs, estimates and assumptions. It does not include any potential impact related to, among numerous other potential events that are largely out of our control, such as current or future tariffs, global disruptions, broader industry dynamics and trade policy changes, which the Company is unable to predict at this time. All financial expectations are forward-looking, and actual results may differ materially from such expectations, as further discussed below under the heading ” Forward-Looking Statements.”

    We are not able to provide a reconciliation of Adjusted EBITDA guidance for full year 2025 to net profit (loss), the most directly comparable GAAP financial measure, because certain items that are excluded from Adjusted EBITDA but included in net profit (loss) cannot be predicted on a forward-looking basis without unreasonable effort or are not within our control.

    Q1 2025 CONFERENCE CALL

    Management will host a conference call on Friday, May 16, 2025 at 9:00 am ET. Interested parties may participate in the call by dialing:

    • Domestic: (800) 715-9871
    • International: (646) 307-1963
    • Passcode: 1430444

    The conference call will also be accessible via the Investor Relations section of the Company’s web site at https://ir.sunation.com/news-events or via this link: https://edge.media-server.com/mmc/p/6k6euqgi

    About SUNation Energy, Inc.

    SUNation Energy, Inc. is focused on growing leading local and regional solar, storage, and energy services companies nationwide. Our vision is to power the energy transition through grass-roots growth of solar electricity paired with battery storage. Our portfolio of brands (SUNation, Hawaii Energy Connection, E-Gear) provide homeowners and businesses of all sizes with an end-to-end product offering spanning solar, battery storage, and grid services. SUNation Energy, Inc.’s largest markets include New York, Florida, and Hawaii, and the company operates in three (3) states.

    Forward Looking Statements 

    Our prospects here at SUNation Energy Inc. are subject to uncertainties and risks. This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. The Company intends that such forward-looking statements be subject to the safe harbor provided by the foregoing Sections. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this presentation. The Company cannot predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “projects”, “should”, or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. We caution readers not to place undue reliance upon any such forward-looking statements. The Company does not undertake to publicly update or revise forward-looking statements, whether because of new information, future events or otherwise. Additional information respecting factors that could materially affect the Company and its operations are contained in the Company’s filings with the SEC which can be found on the SEC’s website at www.sec.gov.

               
               
    SUNATION ENERGY, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
               
    ASSETS
      March 31   December 31
      2025   2024
    CURRENT ASSETS:          
    Cash and cash equivalents $ 1,447,329     $ 839,268  
    Restricted cash and cash equivalents   292,901       312,080  
    Trade accounts receivable, less allowance for          
        credit losses of $215,738 and $240,817, respectively   3,927,676       4,881,094  
    Inventories, net   2,512,552       2,707,643  
    Related party receivables   23,739       23,471  
    Prepaid expenses   1,383,296       1,587,464  
    Costs and estimated earnings in excess of billings   692,821       560,648  
    Other current assets   264,875       198,717  
    TOTAL CURRENT ASSETS   10,545,189       11,110,385  
    PROPERTY, PLANT AND EQUIPMENT, net   1,164,610       1,238,898  
    OTHER ASSETS:          
    Goodwill   17,443,869       17,443,869  
    Operating lease right of use asset   3,600,546       3,686,747  
    Intangible assets, net   11,661,458       12,220,833  
    Other assets, net   12,000       12,000  
    TOTAL OTHER ASSETS   32,717,873       33,363,449  
    TOTAL ASSETS $ 44,427,672     $ 45,712,732  
    LIABILITIES AND STOCKHOLDERS’ EQUITY
    CURRENT LIABILITIES:          
    Accounts payable $ 6,514,331     $ 8,032,769  
    Accrued compensation and benefits   817,585       796,815  
    Operating lease liability   329,793       321,860  
    Accrued warranty   183,375       350,013  
    Other accrued liabilities   1,375,025       1,055,995  
    Accrued loss contingencies   342,216       1,300,000  
    Income taxes payable   19,686       5,071  
    Refundable customer deposits   1,426,398       1,870,173  
    Billings in excess of costs and estimated earnings   298,173       444,310  
    Contingent value rights   292,901       312,080  
    Earnout consideration   2,110,896       2,500,000  
    Contingent forward contract   5,406,033       —  
    Current portion of loans payable   351,249       3,139,113  
    Current portion of loans payable – related party   806,154       6,951,563  
    Embedded derivative liability   —       82,281  
    TOTAL CURRENT LIABILITIES   20,273,815       27,162,043  
    LONG-TERM LIABILITIES:          
    Loans payable and related interest   1,248,397       6,531,650  
    Loans payable and related interest – related party   4,712,780       —  
    Operating lease liability   3,385,783       3,471,623  
    TOTAL LONG-TERM LIABILITIES   9,346,960       10,003,273  
    COMMITMENTS AND CONTINGENCIES (Note 6)          
    STOCKHOLDERS’ EQUITY          
    Series A Convertible preferred stock, par value $1.00 per share;
         3,000,000 shares authorized; no shares issued and outstanding, respectively
      —       —  
    Series D preferred stock, par value $1.00 per share;
         3,000,000 shares authorized; 1 and no shares issued and outstanding, respectively
      1       —  
    Common stock, par value $0.05 per share; 125,000 shares authorized;          
        81,391 and 9,343 shares issued and outstanding, respectively(1)   4,070       467  
    Additional paid-in capital(1)   61,198,304       51,445,995  
    Accumulated deficit   (46,395,478 )     (42,899,046 )
    TOTAL STOCKHOLDERS’ EQUITY   14,806,897       8,547,416  
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 44,427,672     $ 45,712,732  
               
    (1) Prior period results have been adjusted to reflect the reverse stock split of the common stock at a ratio of 1-for-200 that became effective April 21, 2025, the reverse stock split of the common stock at a ratio of 1-for-50 that became effective October 17, 2024 and the reverse stock split of the common stock at a ratio of 1-for-15 that became effective June 12, 2024. See Note 1, “Nature of Operations,” for further details.
     
                 
                 
    SUNATION ENERGY, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
                 
      Three Months Ended March 31  
      2025   2024  
    Sales $ 12,636,638     $ 13,219,197    
    Cost of sales   8,205,313       8,413,749    
    Gross profit   4,431,325       4,805,448    
    Operating expenses:            
    Selling, general and administrative expenses   6,039,298       6,629,027    
    Amortization expense   559,375       709,375    
    Fair value remeasurement of SUNation earnout consideration   —       (350,000 )  
    Total operating expenses   6,598,673       6,988,402    
    Operating loss   (2,167,348 )     (2,182,954 )  
    Other (expense) income:            
    Investment and other income   48,165       45,841    
    Gain on sale of assets   —       6,118    
    Fair value remeasurement of warrant liability   —       3,728,593    
    Fair value remeasurement of contingent forward contract   109,492       —    
    Fair value remeasurement of contingent value rights   19,179       376,085    
    Financing fees   (576,594 )     —    
    Interest expense   (571,240 )     (764,870 )  
    Loss on debt extinguishment   (343,471 )     —    
    Other (expense) income, net   (1,314,469 )     3,391,767    
    Net (loss) income before income taxes   (3,481,817 )     1,208,813    
    Income tax expense   14,615       6,162    
    Net (loss) income   (3,496,432 )     1,202,651    
                 
    Deemed dividend on extinguishment of Convertible Preferred Stock   —       (751,125 )  
    Deemed dividend on modification of PIPE Warrants   —       (10,571,514 )  
    Net loss attributable to common shareholders $ (3,496,432 )   $ (10,119,988 )  
                 
                 
    Basic net loss per share(1) $ (106.71 )   $ (38,414.84 )  
    Diluted net loss per share(1) $ (106.71 )   $ (38,414.84 )  
                 
    Weighted Average Basic Shares Outstanding(1)   32,766       263    
    Weighted Average Dilutive Shares Outstanding(1)   32,766       263    
                 
    (1) Prior period results have been adjusted to reflect the reverse stock split of the common stock at a ratio of 1-for-200 that became effective April 21, 2025, the reverse stock split of the common stock at a ratio of 1-for-50 that became effective October 17, 2024 and the reverse stock split of the common stock at a ratio of 1-for-15 that became effective June 12, 2024. See Note 1, “Nature of Operations,” for further details.
     

    Non-GAAP Financial Measures
    This press release also includes non-GAAP financial measures that differ from financial measures calculated in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted EBITDA is a non-GAAP financial measure provided in this release, and is net (loss) income calculated in accordance with GAAP, adjusted for interest, income taxes, depreciation, amortization, stock compensation, gain on sale of assets, financing fees, loss on debt remeasurement, and non-cash fair value remeasurement adjustments as detailed in the reconciliations presented below in this press release.

    These non-GAAP financial measures are presented because the Company believes they are useful indicators of its operating performance. Management uses these measures principally as measures of the Company’s operating performance and for planning purposes, including the preparation of the Company’s annual operating plan and financial projections. The Company believes these measures are useful to investors as supplemental information and because they are frequently used by analysts, investors, and other interested parties to evaluate companies in its industry. The Company also believes these non-GAAP financial measures are useful to its management and investors as a measure of comparative operating performance from period to period.

    The non-GAAP financial measures presented in this release should not be considered as an alternative to, or superior to, their respective GAAP financial measures, as measures of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP, and they should not be construed to imply that the Company’s future results will be unaffected by unusual or non-recurring items. In addition, these measures do not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. In evaluating non-GAAP financial measures, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in this presentation. The Company’s presentation of non-GAAP financial measures should not be construed to imply that its future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on the Company’s GAAP results in addition to using non-GAAP financial measures on a supplemental basis. The Company’s definition of these non-GAAP financial measures is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

       
    SUNATION ENERGY, INC.
    RECONCILIATION OF GAAP NET (LOSS) INCOME TO ADJUSTED EBITDA
       
      Three Months Ended March 31
        2025       2024  
    Net (Loss) Income $ (3,496,432 )   $ 1,202,651  
    Interest expense   571,240       764,870  
    Interest income   (3,162 )     (21,555 )
    Income taxes   14,615       6,162  
    Depreciation   67,940       92,417  
    Amortization   559,375       709,375  
    Stock compensation   30,815       197,306  
    Gain on sale of assets   —       (6,118 )
    FV remeasurement of contingent value rights   (19,179 )     (376,085 )
    FV remeasurement of earnout consideration   —       (350,000 )
    FV remeasurement of warrant liability   —       (3,728,593 )
    FV remeasurement of contingent forward contract   (109,492 )     —  
    Financing fees   576,594       —  
    Loss on debt remeasurement   343,471       —  
    Adjusted EBITDA $ (1,464,215 )   $ (1,509,570 )

    The MIL Network –

    May 16, 2025
  • MIL-OSI: Banzai Reports First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Revenue of $3.4 Million for Q1 2025, Representing 213% Growth from Q1 2024

    Gross Profit of $2.8 Million for Q1 2025, Representing 297% Growth from Q1 2024; Gross Margin Expanded to 82.1% in Q1 2025 from 64.7% in Q1 2024

    Q1 2025 Net Loss Improved to ($3.6) Million from ($7.9) Million in Q4 2024, Positioning the Company to Cash Break-Even Operations in FY2025

    Management to Host First Quarter 2025 Results Conference Call Today, Thursday, May 15, 2025 at 5:45 p.m. Eastern Time

    SEATTLE, May 15, 2025 (GLOBE NEWSWIRE) — Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today reported financial results for the first quarter ended March 31, 2025.

    First Quarter 2025 and Subsequent Key Financial & Operational Highlights

    • Revenue of $3.4 million for Q1 2025, representing an increase of 213% million over Q1 2024 and a 160% sequential increase.
    • Gross profit of $2.8 million for Q1 2025, representing an increase of 297% over Q1 2024. Gross margin was 82.1% in Q1 2025, compared to 64.7% in Q1 2024.
    • Annual Recurring Revenue (ARR) of $14.9 million for Q1 2025. This represents a 268% annualized ARR growth rate compared to Q4 2024.
    • Q1 2025 Net Loss was ($3.6) million, a $4 million sequential improvement from Q4 2024 Net Loss of ($7.9) million.
    • Q1 2025 Adjusted EBITDA was ($1.7) million, compared to ($1.5) million in Q1 2024.
    • Completed acquisition of Vidello, Ltd. (“Vidello”) on January 31, 2025.
    • Signed a definitive agreement to acquire Act-On Software Inc. (“Act-On”), an enterprise marketing automation platform (MAP) provider, which is projected to increase revenue by $27 million for the twelve-month period ending December 31, 2025, on a pro-forma basis, when completed; acquisition subject to closing conditions.
    • Completed ahead-of-schedule repayment of $20.3 million of outstanding liabilities as of March 31, 2025, pursuant to the $24.8 million debt payoff and restructuring agreements announced on September 24, 2024.
    • Expanded customer base to over 90,000 total customers.

    “In the first quarter, as our Vidello and OpenReel businesses continued to drive revenue momentum, we also focused on shoring up the financial strength of the company,” said Joe Davy, Founder and CEO of Banzai. “Revenue was $3.3 million for the first quarter of 2025, representing a 207% increase from the prior year from continued strong performance for our products. We closed the acquisition of Vidello in February, and progress continued toward closing the acquisition of Act-On Software, which is projected to increase revenue by $27 million for the full year 2025 on a pro-forma basis when completed, which remains subject to the satisfaction or waiver of closing conditions and therefore there is no guarantee it will be completed or provide such revenue.

    “For the first quarter, we achieved a 268% annualized Annual Recurring Revenue growth rate. Growth was driven by our focus on mid-market and enterprise customers, and on the Reach product through re-engineering and expanded sales efforts. In total, we now serve over 90,000 customers.

    “We made significant improvements to our balance sheet and cost structure, which we believe will position us for sustainable profitability in the future. With the investment in our Vidello acquisition, we further improved our financial position and flexibility with a $5.1 million year over year improvement in stockholders’ equity to a positive $2.4 million as of March 31, 2025. We also implemented a strategic initiative that we expect will enable us to significantly improve net income, substantially extend our cash runway, and invest in growth. We are making significant progress toward these goals and overall improvement in net income is expected to be approximately $13.5 million annually when fully implemented, while maintaining our growth outlook.

    “In the first quarter Banzai secured expanded agreements with several prominent enterprises including RBC Capital Markets for our OpenReel solution, further cementing OpenReels position as a leading digital video creation platform for enterprise marketing teams. These agreements further validate our expansion strategy in the enterprise and mid-market. We are seeing solid traction in the financial sector, where the OpenReel Creator tool gives global financial firms the ability to offer standardized branded video with personalization at scale for their wealth managers, partners, and other stakeholders.

    “To better serve our customers, we have continued to invest in our products and growth initiatives. We launched CreateStudio 4.0, with major A.I. enhancements for video creation including new A.I. builders, hook generators and assistant, and improved audio visualizer, call-to-action, and UI improvements.

    “Looking ahead, our acquisitions have allowed us to build an integrated platform of AI-powered MarTech solutions that is driving strong growth with its marketing results. We are focused on adding innovative new products and capabilities that will provide compelling solutions for our clients and further our market reach. As we continue to invest in our software platform, sales and marketing, product development, acquisition strategy and other organic growth initiatives, we are managing costs efficiently. We are also continuing to strengthen our capital structure and balance sheet, to deliver a material benefit to both net income and shareholders’ equity. We look forward to additional updates on our anticipated milestones in the weeks and months to come,” concluded Davy.

    First Quarter 2025 Financial Results

    Banzai believes its non-GAAP financial measure ARR is more meaningful in evaluating its performance. The Company’s management team evaluates its financial and operating results utilizing this non-GAAP measure. For the three months ended March 31, 2025, ARR increased to $14.9 million, representing a 268% annualized ARR growth rate.

    Total revenue for the three months ended March 31, 2025, was $3.4 million, a sequential increase of 160% from the three months ended December 31, 2024, and an increase of 213% compared to the prior year quarter.

    Total cost of revenue for the three months ended March 31, 2025 was $0.6 million, compared to $0.4 million in the prior year quarter, an increase of 59%. The increase was proportional to the revenue for the corresponding period.

    Gross profit for the three months ended March 31, 2025, was $2.8 million, compared to $0.7 million in the prior year quarter. Gross margin was 82.1% in the first quarter of 2025, compared to 64.7% in the first quarter of 2024.

    Total operating expenses for the three months ended March 31, 2025, were $7.7 million, compared to $4.1 million in the prior year quarter. The increase in operating expenses were primarily due to the additions of OpenReel and Vidello and overall operating expenses.

    Net loss for the three months ended March 31, 2025, was $3.6 million, compared to $4.3 million in the prior year quarter.

    Adjusted EBITDA for the three months ended March 31, 2025, was ($1.7) million, compared to Adjusted EBITDA of ($1.5) million for the prior year quarter. This period-over-period decrease is primarily attributable to increased gain on extinguishments of liabilities offset by loss on issuance of term notes and increased transaction related expenses.

    Net cash used in operating activities for the three months ended March 31, 2025, was $5.0 million, compared to $2.1 million for the three months ended March 31, 2024.

    Cash totaled $0.8 million as of March 31, 2025, compared to $1.1 million as of December 31, 2024.

    Annual Recurring Revenue (“ARR”) refers to annual run-rate revenue of subscription agreements from all customers in the last month of the measured period. These statements are forward-looking and actual ARR may differ materially. Refer to the “Forward-Looking Statements” section below for information on the factors that could cause Banzai’s actual ARR to differ materially from these forward-looking statements.

    First Quarter 2025 Results Conference Call

    Banzai Founder & CEO Joe Davy and Interim CFO Alvin Yip will host the conference call, followed by a question-and-answer session. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.

    To access the call, please use the following information:

    A replay of the webcast and the presentation utilized during the call will be available in the Company’s investor relations section here.

    Note About Non-GAAP Financial Measures

    Adjusted EBITDA

    In addition to our results determined in accordance with U.S. GAAP, we believe that Adjusted EBITDA, a non-GAAP measure as defined below, is useful in evaluating our operational performance distinct and apart from certain irregular, non-cash, and non-operational expenses. We use this information for ongoing evaluation of operations and for internal planning purposes. We believe that non- GAAP financial information, when taken collectively with results under GAAP, may be helpful to investors in assessing our operating performance and comparing our performance with competitors and other comparable companies.

    Non-GAAP measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We endeavor to compensate for the limitation of Adjusted EBITDA, by also providing the most directly comparable GAAP measure, which is net loss, and a description of the reconciling items and adjustments to derive the non-GAAP measure.

    Adjusted EBITDA should only be considered alongside results prepared in accordance with GAAP, including various cash-flow metrics, net income (loss) and our other GAAP results and financial performance measures.

    Net Income/(Loss) to Adjusted EBITDA Reconciliation
     
        Three
    Months
    Ended
    March 31,
        Three
    Months
    Ended
    March 31,
        Period-
    over-
        Period-
    over-
     
    ($ in Thousands)   2025     2024     Period $     Period %  
    Net loss   $ (3,644 )   $ (4,291 )   $ 647       -15.1 %
    Depreciation expense     247       2       245       12250.0 %
    Stock based compensation     337       43       294       685.9 %
    Interest expense     —       451       (451 )     -100.0 %
    Interest expense – related party     358       578       (220 )     -38.1 %
    Income tax expense     74       (1 )     75       -7500.0 %
    GEM commitment fee expense     –       200       (200 )     -100.0 %
    Gain on extinguishment of liabilities     (4,343 )     (528 )     (3,815 )     722.5 %
    Loss on debt issuance     274       171       103       60.2 %
    Loss on issuance of term notes     1,770       —       1,770     nm  
    Change in fair value of warrant liability     (4 )     (408 )     404       -99.0 %
    Change in fair value of warrant liability – related party     2       (115 )     117       -101.7 %
    Change in fair value of bifurcated embedded derivative liabilities – related party     43       –       43     nm  
    Change in fair value of convertible notes     159       544       (385 )     -70.8 %
    Change in fair value of term notes     166       —       166     nm  
    Change in fair value of convertible bridge notes     (22 )     —       (22 )   nm  
    Loss on yorkville sepa advances     385       —       385     nm  
    Other expense, net     (125 )     (4 )     (121 )     3025.0 %
    Transaction related expenses*     2,582       1,842       740       40.2 %
    Adjusted EBITDA (Loss)   $ (1,742 )   $ (1,512 )   $ (230 )     15.2 %


    About Banzai

    Banzai is a marketing technology company that provides AI-enabled marketing and sales solutions for businesses of all sizes. On a mission to help their customers grow, Banzai enables companies of all sizes to target, engage, and measure both new and existing customers more effectively. Customers who use Banzai’s product suite include Autodesk, Dell Technologies, New York Life, Thermo Fisher Scientific, Thinkific, and ActiveCampaign, among thousands of others. Learn more at www.banzai.io. For investors, please visit https://ir.banzai.io.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding Banzai International, Inc.’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and product areas of focus and additional products that may be sold in the future. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.

    Investor Relations
    Chris Tyson
    Executive Vice President
    MZ Group – MZ North America
    949-491-8235
    BNZI@mzgroup.us
    www.mzgroup.us

    Media
    Nancy Norton
    Chief Legal Officer, Banzai
    media@banzai.io

    BANZAI INTERNATIONAL, INC.
    Consolidated Balance Sheets
     
        March 31, 2025     December 31, 2024  
        (Unaudited)        
    ASSETS            
    Current assets:            
    Cash   $ 780,764     $ 1,087,497  
    Accounts receivable, net of allowance for credit losses of $14,503 and $24,210, respectively     1,028,379       936,321  
    Prepaid expenses and other current assets     831,394       643,674  
    Total current assets     2,640,537       2,667,492  
                 
    Property and equipment, net     10,889       3,539  
    Intangible assets, net     8,936,187       3,883,853  
    Goodwill     21,991,721       18,972,475  
    Operating lease right-of-use assets     66,896       72,565  
    Bifurcated embedded derivative asset – related party     20,000       63,000  
    Other assets     13,984       11,154  
    Total assets     33,680,214       25,674,078  
                 
    LIABILITIES AND STOCKHOLDERS’ DEFICIT            
    Current liabilities:            
    Accounts payable     2,830,450       7,782,746  
    Accrued expenses and other current liabilities     4,030,965       3,891,018  
    Convertible notes (Yorkville)     1,684,000       —  
    Convertible notes – related party     8,104,901       8,639,701  
    Convertible notes     —       215,057  
    Notes payable, carried at fair value     5,949,001       3,575,000  
    Warrant liability     11,000       15,000  
    Warrant liability – related party     4,600       2,300  
    Earnout liability     2,046,370       14,850  
    Due to related party     167,118       167,118  
    Deferred revenue     4,419,195       3,934,627  
    Operating lease liabilities, current     23,485       22,731  
    Total current liabilities     29,271,085       28,260,148  
                 
    Deferred revenue, non-current     111,161       117,643  
    Deferred tax liability     1,309,333       10,115  
    Operating lease liabilities, non-current     43,765       49,974  
    Total liabilities     30,735,344       28,437,880  
                 
    Commitments and contingencies (Note 15)            
                 
    Stockholders’ equity (deficit):            
    Common stock, $0.0001 par value, 275,000,000 (250,000,000 Class A and 25,000,000 Class B) shares authorized and 14,686,775 (12,375,641 Class A and 2,311,134 Class B) and 8,195,163 (5,884,029 Class A and 2,311,134 Class B) issued and outstanding at March 31, 2025 and December 31, 2024, respectively     1,450       800  
    Preferred stock, $0.0001 par value, 75,000,000 shares authorized, 1 and 1 shares issued and outstanding at March 31, 2025 and December 31, 2024     —       —  
    Additional paid-in capital     84,866,612       75,515,111  
    Accumulated deficit     (81,923,192 )     (78,279,713 )
    Stockholders’ equity (deficit)     2,944,870       (2,763,802 )
    Total liabilities and stockholders’ equity (deficit)   $ 33,680,214     $ 25,674,078  
    BANZAI INTERNATIONAL, INC.
    Unaudited Condensed Consolidated Statements of Operations
     
        For the Three Months Ended March 31,  
        2025     2024  
                 
    Revenue   $ 3,379,083     $ 1,079,472  
    Cost of revenue     605,999       381,380  
    Gross profit     2,773,084       698,092  
                 
    Operating expenses:            
    General and administrative expenses     7,433,088       4,098,789  
    Depreciation and amortization expense     246,691       1,564  
    Total operating expenses     7,679,779       4,100,353  
                 
    Operating loss     (4,906,695 )     (3,402,261 )
                 
    Other expenses (income):            
    GEM settlement fee expense     —       200,000  
    Interest income     (2 )     (10 )
    Interest expense     —       451,399  
    Interest expense – related party     358,381       577,513  
    Gain on extinguishment of liabilities     (4,343,406 )     (527,980 )
    Loss on debt issuance     273,800       171,000  
    Loss on extinguishment of term notes     1,769,895       —  
    Change in fair value of warrant liability     (4,000 )     (408,000 )
    Change in fair value of warrant liability – related party     2,300       (115,000 )
    Change in fair value of bifurcated embedded derivative assets – related party     43,000       —  
    Change in fair value of convertible notes     159,100       544,000  
    Change in fair value of term notes     165,906       —  
    Change in fair value of convertible bridge notes     (21,714 )     —  
    Loss on Yorkville SEPA advances     384,524       —  
    Other income, net     (124,531 )     (4,118 )
    Total other (income) expenses, net     (1,336,747 )     888,804  
    Loss before income taxes     (3,569,948 )     (4,291,065 )
    Income tax expense (benefit)     73,531       (933 )
    Net loss     (3,643,479 )     (4,290,132 )
                 
    Net loss attributable to common shareholders   $ (3,643,479 )   $ (4,290,132 )
                 
    Net loss per share attributable to common shareholders            
    Basic and diluted   $ (0.15 )   $ (1.64 )
                 
    Weighted average common shares outstanding            
    Basic and diluted     23,963,166       2,612,025  
    BANZAI INTERNATIONAL, INC.
    Unaudited Condensed Consolidated Statements of Cash Flows
     
        For the Three Months Ended March 31,  
        2025     2024  
    Cash flows from operating activities:            
    Net loss   $ (3,643,479 )   $ (4,290,132 )
    Adjustments to reconcile net loss to net cash used in operating activities:            
    Depreciation and amortization expense     246,691       1,564  
    Provision for credit losses on accounts receivable     (9,707 )     (2,191 )
    Non-cash share issuance for marketing expenses     —       48,734  
    Non-cash shares issued for consulting expenses     232,500       —  
    Non-cash settlement of GEM commitment fee     —       200,000  
    Discount at issuance on notes carried at fair value     16,200       —  
    Non-cash interest expense     —       374,944  
    Non-cash interest expense – related party     336,275       87,758  
    Amortization of debt discount and issuance costs     (885 )     30,027  
    Amortization of debt discount and issuance costs – related party     —       489,755  
    Amortization of operating lease right-of-use assets     5,669       43,705  
    Stock based compensation expense     336,568       42,827  
    Gain on extinguishment of liability     (4,343,406 )     (527,980 )
    Loss on debt issuance     273,800       171,000  
    Loss on extinguishment of term notes     1,769,895       —  
    Loss on SEPA issuance     384,524       —  
    Change in fair value of warrant liability     (4,000 )     (408,000 )
    Change in fair value of warrant liability – related party     2,300       (115,000 )
    Change in fair value of bifurcated embedded derivative liabilities – related party     43,000       —  
    Change in fair value of convertible promissory notes     159,100       544,000  
    Change in fair value of term notes     165,906       —  
    Change in fair value of convertible bridge notes     (21,714 )     —  
    Changes in operating assets and liabilities:            
    Accounts receivable     (82,351 )     72,570  
    Prepaid expenses and other current assets     (187,720 )     (186,558 )
    Other assets     (2,830 )     —  
    Accounts payable     (609,595 )     1,897,046  
    Deferred revenue     36,602       31,210  
    Accrued expenses     (212,557 )     (524,713 )
    Operating lease liabilities     (5,455 )     (75,078 )
    Earnout liability     170,481       (22,274 )
    Deferred revenue – long-term     (6,482 )     —  
    Deferred tax liability     (25,032 )     —  
    Net cash used in operating activities     (4,975,702 )     (2,116,786 )
    Cash flows from investing activities:            
    Cash paid in acquisition of Vidello, net of cash acquired     (2,677,480 )     —  
    Net cash used in investing activities     (2,677,480 )     —  
    Cash flows from financing activities:            
    Payment of GEM commitment fee promissory note     (215,057 )     (1,200,000 )
    Repayment of convertible notes (Yorkville)     (1,877,100 )     —  
    Proceeds from term notes, net of issuance costs     4,000,000       —  
    Repayment of term notes     (3,686,086 )     —  
    Partial repayment of convertible notes – related party     (870,190 )     —  
    Proceeds from issuance of convertible notes, net of issuance costs     3,258,000       2,250,000  
    Proceeds from issuance of shares to Yorkville under the SEPA     6,687,082       —  
    Proceeds from shares issued to Verista     49,800       —  
    Net cash provided by financing activities     7,346,449       1,050,000  
    Net decrease in cash     (306,733 )     (1,066,786 )
    Cash at beginning of period     1,087,497       2,093,718  
    Cash at end of period   $ 780,764     $ 1,026,932  
    Supplemental disclosure of cash flow information:            
    Cash paid for interest     —       44,814  
    Non-cash investing and financing activities            
    Shares issued to Roth for advisory fee     —       278,833  
    Shares issued to GEM     —       100,000  
    Shares issued for marketing expenses     —       194,935  
    Shares issued to Hudson for consulting fee     232,500       —  
    Settlement of GEM commitment fee     —       200,000  
    Consideration transferred for acquisition of Vidello     1,661,677       —  
    Assets acquired in acquisition of Vidello     8,393,172       —  
    Liabilities assumed in acquisition of Vidello     3,986,464       —  
    Shares issued to Yorkville of aggregate commitment fee     —       500,000  
    Conversion of convertible notes – Yorkville     —       1,667,000  
    Conversion of convertible notes – related party     —       2,540,091  

    The MIL Network –

    May 16, 2025
  • MIL-OSI: Binah Capital Group Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    – Grew Total Revenue 18% Year-over-Year to $49 Million –

    – Assets Under Management (“AuM”) Increased 3% Year-over-Year to $26 Billion –

    – Net Income of $1 Million –

    – Increased EBITDA1to $2.2 Million from $(0.0) Million in the Prior Year –

    NEW YORK, May 15, 2025 (GLOBE NEWSWIRE) — Binah Capital Group, Inc. (“Binah”, “Binah Capital” or the “Company”) (NASDAQ: BCG; BCGWW), a leading financial services enterprise that owns and operates a network of industry-leading firms empowering independent financial advisors, today announced results for the quarter ended March 31, 2025.

    “We once again delivered strong results, which is a continued testament to our differentiated RIA platform,” stated Craig Gould, Chief Executive Officer of Binah Capital Group. “Highlighting our business model’s sustained momentum and the effective execution of our growth initiatives, we achieved double-digit year-over-year growth in both revenue and EBITDA while delivering GAAP profitability in the first quarter. Subsequent to quarter-end, we were pleased to welcome Bleakley Financial Group to the Binah family, underscoring the strength of our open-architecture platform and the confidence that leading entrepreneurial firms place in Binah. Additionally, we further expanded and strengthened our executive leadership with the appointment of Ryan Marcus as our Chief Business Development and Engagement Officer. Looking ahead, we believe our resilient and differentiated platform leaves us well-positioned to navigate the dynamic macro environment and drive long-term shareholder value.”

    First Quarter 2025 Key Highlights

    • Total advisory and brokerage assets in the first quarter grew 3% year-over-year to $26 billion.
    • Total revenue increased 18% year-over-year to $49 million.
    • Gross profit of $8.6 million, compared to $7.8 million in the prior-year period.
    • Total operating expenses were $7 million, compared to $10 million in the prior-year period. The change in operating expenses was primarily due to costs incurred in the prior-year period related to the consummation of the business combination but did not occur in the first quarter of 2025.
    • GAAP net income of $1 million, compared to GAAP net loss of $(1.6) million in the prior-year period.
    • EBITDA* increased to $2.2 million, compared to an EBITDA of $(0.0) in the prior year period. The increase was primarily attributable to higher revenue growth and lower expenses, as the first quarter 2025 did not include the business combination related costs that occurred in the prior-year period.

    Liquidity and Capital

    The Company had cash and cash equivalents of $9 million and outstanding long-term debt of $25 million as of March 31, 2025.

    _______________

    * See “Non-GAAP Financial Measures” below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.

    About Binah Capital Group

    Binah Capital Group (“Binah Capital”, “Binah” or the “Company,” is a financial services enterprise that owns and operates a network of industry-leading firms that empower independent financial advisors. As a national broker-dealer aggregator, Binah specializes in delivering value through its innovative hybrid-friendly model, making it an optimal platform for RIAs navigating today’s complex financial landscape. Binah’s portfolio companies are built to help advisors run, manage, and execute commission-based business seamlessly while providing best in class resources to support their advisory practice. We don’t just offer tools—we cultivate partnerships. Binah Capital Group stands alongside RIAs as a trusted ally, delivering the structure, flexibility, and cutting-edge solutions they need to succeed in an increasingly competitive marketplace.

    For more, please visit: www.binahcap.com

    Contact:

    Binah Capital Investor Relations
    ir@binahcap.com

    Binah Capital Public Relations
    media@binahcap.com

    Non-GAAP Financial Measure

    EBITDA is a non-GAAP financial measure, defined as net income (loss) adjusted for depreciation expense, amortization, interest expense and income tax. The Company presents EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. EBITDA is not a measure of the Company’s financial performance under GAAP or liquidity and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. The principal limitations of EBITDA are that it excludes certain expenses that are required by U.S. GAAP to be recorded in our consolidated financial statements. In addition, EBITDA is subject to inherent limitations as these metrics reflect the exercise of judgment by management about which expenses are excluded or included in determining EBITDA. A reconciliation of EBITDA to Net income, the most directly comparable GAAP measure, appears below.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such statements, many of which are outside the control of Binah. Forward-looking statements include, but are not limited to statements regarding: Binah’s financial and operational outlook; Binah’s operational and financial strategies, including planned growth initiatives and the benefits thereof, Binah’s ability to successfully effect those strategies, and the expected results therefrom. These forward-looking statements generally are identified by the words “believe,” “project,” “estimate,” “expect,” ‎‎”intend,” “anticipate,” “goals,” “prospects,” “will,” “would,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions).

    While Binah believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. The factors that could cause results to differ materially from those indicated by such forward-looking statements include, but are not limited to: our ability to comply with supervisory and regulatory compliance obligations, the risk we may be held liable for misconduct by our advisors; poor performance of our investment products and services; our ability to effectively maintain and enhance our brand and reputation; our ability to expand and retain our customer base; our future capital requirements and sources and uses of cash; the risk that an increase in government regulation of the industries and markets in which we operate could negatively impact our business; the impact of worldwide and regional political, military or economic conditions, including declines in foreign currencies in relation to the value of the U.S. dollar, hyperinflation, devaluation and significant political or civil disturbances in international markets; and the effectiveness of Binah’s control environment, including the identification of control deficiencies.

    These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties set forth in documents filed by Binah with ‎the U.S. Securities and Exchange Commission from time to time, including the Annual ‎Report on Form 10-K and Quarterly Reports on Form 10-Q and subsequent ‎periodic reports. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Binah cautions you not to place undue reliance on the ‎forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Binah assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Binah does not give any assurance that it will achieve its expectations.

    Binah Capital Group Consolidated Balance Sheet

    BINAH CAPITAL GROUP, INC.
    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
    MARCH 31, 2025 AND DECEMBER 31, 2024
    (in thousands, except per share amounts)
                 
        Unaudited        
        March 31, 2025     December 31, 2024  
    ASSETS                
    Assets:                
    Cash, cash equivalents and restricted cash   $ 8,821     $ 8,486  
    Receivables, net:                
    Commission receivable     9,603       9,198  
    Due from clearing broker     565       873  
    Other     1,672       938  
    Property and equipment, net     511       599  
    Right of use assets     3,574       3,730  
    Intangible assets, net     933       1,021  
    Goodwill     39,839       39,839  
    Other assets     2,359       1,993  
                     
    Total Assets   $ 67,877     $ 66,677  
                     
    LIABILITIES AND STOCKHOLDERS’ EQUITY                
                     
    Liabilities:                
    Accounts payable, accrued expenses and other liabilities   $ 11,332     $ 10,208  
    Commissions payable     11,460       11,468  
    Operating lease liabilities     3,675       3,820  
    Notes payable, net of unamortized debt issuance costs of $702 and $739 as of March 31, 2025 and December 31, 2024, respectively     19,091       19,561  
    Promissory notes-affiliates     5,313       5,442  
                     
    Total Liabilities     50,870       50,499  
                     
    Mezzanine Equity:                
    Redeemable Series A Convertible Preferred Stock, par value $0.0001, 2,000,000 shares authorized, 1,572,000 and 1,555,000 shares outstanding at March 31, 2025 and December 31, 2024     15,121       14,947  
    Stockholders’ Equity:                
    Series B Convertible Preferred Stock, par value $0.0001, 500,000 shares authorized, 150,000 shares outstanding at March 31, 2025 and December 31, 2024     1,500       1,500  
    Common stock, $0.0001 par value, 55,000,000 authorized, 16,602,460 issued and outstanding at March 31, 2025 December 31, 2024     —       —  
    Additional paid-in-capital     22,606       22,984  
    Accumulated deficit     (22,220 )     (23,253 )
    Total Stockholders’ Equity and Mezzanine Equity     17,007       16,178  
                     
    TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY   $ 67,877     $ 66,677  


    Binah Capital Group Consolidated Statement of Operations

    BINAH CAPITAL GROUP, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    FOR THE PERIODS ENDED MARCH 31, 2025 AND 2024
    (in thousands, except per share amounts)
           
        Three months ended March 31,  
        2025     2024  
    Revenues:            
    Revenue from Contracts with Customers:                
    Commissions   $ 41,141     $ 34,395  
    Advisory fees     6,916       5,685  
    Total Revenue from Contracts with Customers     48,057       40,080  
    Interest and other income     879       1,369  
                     
    Total revenues     48,936       41,449  
                     
    Expenses:                
    Commissions and fees     40,298       33,655  
    Employee compensation and benefits     4,351       3,457  
    Rent and occupancy     285       295  
    Professional fees     536       4,337  
    Technology fees     753       362  
    Interest     566       1,062  
    Depreciation and amortization     187       301  
    Other     503       (578 )
                     
    Total expenses     47,479       42,891  
                     
    Income (loss) before provision for income taxes     1,456       (1,442 )
                     
    Provision for income taxes     423       139  
                     
    Net income (loss)   $ 1,033     $ (1,581 )
                     
    Net income attributable to Legacy Wentworth Management Services LLC members     —       730  
                     
    Net income (loss) attributable to Binah Capital Group, Inc.   $ 1,033     $ (2,311 )
                     
    Net income (loss) per share basic and diluted   $ 0.06     $ (0.14 )
                     
    Weighted average shares: basic and diluted     16,602       16,566  


    Binah Capital Group Reconciliation of GAAP Net Income to EBITDA

    EBITDA is a non-GAAP financial measure. EBITDA is defined as net income plus interest expense, provision for income taxes, and depreciation and amortization. The Company presents EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. EBITDA is not a measure of the Company’s financial performance under GAAP or liquidity and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP.

    Below is a reconciliation of net income to EBITDA for the periods presented (in millions):

                 
        For the Three Months Ended March 31,  
    EBITDA Reconciliation   2025     2024  
    Net income (loss)   $ 1.0       (1.5 )
    Interest expense     0.6       1.1  
    Provision for income taxes     0.4       0.1  
    Depreciation and amortization     0.2       0.3  
    EBITDA   $ 2.2       (0.0 )

    _____________________________

    1Non-GAAP Financial Measures. EBITDA is a non-GAAP financial measure defined as net income (loss) adjusted for depreciation expense, amortization expense, interest expense, and income tax. See the section captioned “Non-GAAP Financial Measures” below for a detailed description and reconciliation of such Non-GAAP financial measures to their most directly comparable GAAP financial measures, as required by Regulation G.

    The MIL Network –

    May 16, 2025
  • MIL-OSI: Mountain America Credit Union Fits Hundreds of Ogden Elementary Students with New Shoes

    Source: GlobeNewswire (MIL-OSI)

    OGDEN, Utah, May 15, 2025 (GLOBE NEWSWIRE) — Mountain America Credit Union, in partnership with Operation Warm, donated 425 brand-new pairs of shoes to students from Bonneville Elementary on May 9, 2025. Volunteers from both organizations were on site to personally help each student select shoes with the perfect fit in colors they loved—offering comfort, confidence, and smiles as they head into the warmer months.

    “We are extremely excited about receiving such care and support for our students,” said Jer Bates, director of communications for the Ogden School District. “New shoes are a significant gift to our students. This is something that impacts and uplifts the whole community.”

    ​In Utah, approximately 8.5% of children live below the poverty line, highlighting the need for community initiatives like this one. Operation Warm focuses on supporting children’s well-being by providing essentials such as coats and shoes—resources that bolster a child’s self-esteem, readiness to learn, and ability to thrive.

    “At Mountain America, we are committed to make a meaningful difference in the community,” said Sterling Nielsen, president and CEO at Mountain America. “The smiles we see on the children’s faces as they receive their new shoes are so heartwarming. Our partnership with Operation Warm enables us to make a meaningful difference in the lives of these children, providing them with not only essential footwear but also a sense of hope and belonging.”

    Mountain America proudly solidified its partnership with Operation Warm in 2019. Since then, the credit union has donated a total of 6,462 essential items—including 2,450 pairs of shoes—to under-resourced communities across their footprint. This ongoing commitment reflects Mountain America’s dedication to supporting families in need and strengthening the communities it serves.

    To learn more about Mountain America’s community involvement, visit macu.com/newsroom.

    About Mountain America Credit Union
    With more than 1 million members and $20 billion in assets, Mountain America Credit Union helps its members define and achieve their financial dreams. Mountain America provides consumers and businesses with a variety of convenient, flexible products and services, as well as sound, timely advice. Members enjoy access to secure, cutting-edge mobile banking technology, over 100 branches across multiple states, and more than 50,000 surcharge-free ATMs. Mountain America—guiding you forward. Learn more at macu.com.

    The MIL Network –

    May 16, 2025
  • MIL-OSI Security: Missouri Woman Admits International Embezzlement that Cost Employer $3.8 Million

    Source: Office of United States Attorneys

    ST. LOUIS – A Missouri woman on Thursday admitted embezzling at least $3.8 million from her employer with the help of co-conspirators in China.

    Bridget Thebeau, 45, of St. Charles County, Missouri, pleaded guilty in U.S. District Court to five counts of wire fraud. She admitted embezzling from her employer from roughly January 2015 to March 2024 via more than 200 fraudulent purchase orders. Thebeau struck a deal with some of her employer’s suppliers in China in which she caused the company to pay the suppliers for products that the company did not need and never received. In exchange, Thebeau’s co-conspirators in China shared the proceeds of the scam with her. Thebeau tried to hide her crime with fraudulent shipping labels and fraudulent bills of lading issued by the China-based suppliers, fraudulent invoices that she created and claimed she had issued to the company’s customers and false information she supplied to the company’s owner and accountants.

    Ultimately, Thebeau triggered fraudulent payments of at least $3,821,152 to the company’s China-based suppliers, and in return her co-conspirators wired her more than $2 million.

    Thebeau was hired in 2002 by the family-owned company. Her crime resulted in substantial financial hardship to the company’s owner, who is no longer able to retire due to her embezzlement, the plea agreement says.

    Thebeau is scheduled to be sentenced Sept. 11, 2025. Wire fraud is punishable by up to 20 years in prison, a fine of up to $250,000, or both prison and a fine.

    The U.S. Secret Service and the Chesterfield Police Department investigated the case. Assistant U.S. Attorney Justin Ladendorf is prosecuting the case.

    MIL Security OSI –

    May 16, 2025
  • MIL-OSI Security: Nashville Man Charged with Conspiracy to Defraud Fresno County

    Source: Office of United States Attorneys

    FRESNO, Calif. — A federal grand jury returned a six-count indictment against Jafaar September Nyangoro, 52, of Franklin, Tennessee, and Peter Bah Acha, 45 of Berlin, Germany, charging them with conspiracy to commit wire fraud and wire fraud related to a scheme to defraud Fresno County, Acting U.S. Attorney Michele Beckwith announced.

    According to court documents, sometime before Sept. 14, 2020, Nyangoro, Acha, and others secretly gained control of an email account used by the finance director of a Fresno nonprofit to submit fraudulent invoices to Fresno County for payment through Automated Clearing House (ACH) transactions. Posing as the finance director, they fraudulently represented to the County of Fresno that the nonprofit’s bank account information had changed and that payments should be sent to an account at a different bank that Nyangoro had recently opened. The County of Fresno updated the nonprofit’s bank account information accordingly.

    According to court documents, between Sept. 24, 2020, and Oct. 13, 2020, the County of Fresno initiated several ACH transfers totaling over $1.5 million to Nyangoro’s bank account instead of the nonprofit’s bank account. At times, Nyangoro, Acha, and others communicated with each other through various means, including WhatsApp. For example, on Oct. 16, 2020, after Regions Bank reversed some of the ACH transfers for suspected fraud, Nyangoro sent a WhatsApp message: “We’re in deep s***. The last 3 transactions from County of Fresno have been reversed. Please call me ASAP!”

    This case is the product of an investigation by the Federal Bureau of Investigation. Assistant U.S. Attorney David L. Gappa is prosecuting the case.

    Nyangoro was ordered detained by a magistrate judge in Nashville on May 14, 2025, and will make an appearance in Fresno at a later date.

    If convicted, Nyangoro and Acha face a maximum statutory penalty of 20 years in prison and a fine up to $250,000 for each count of conspiracy to commit wire fraud and wire fraud. Any sentence, however, would be determined at the discretion of the court after consideration of any applicable statutory factors and the Federal Sentencing Guidelines, which take into account a number of variables. The charges are only allegations; the defendant is presumed innocent until and unless proven guilty beyond a reasonable doubt.

    MIL Security OSI –

    May 16, 2025
  • MIL-OSI: Wrap Technologies, Inc. Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    MIAMI, May 15, 2025 (GLOBE NEWSWIRE) — Wrap Technologies, Inc, (NASDAQ: WRAP) (“Wrap” or, the “Company”), a global leader in innovative public safety technologies and non-lethal tools, today announced financial and operating results for the first quarter ended March 31, 2025.

    Q1 2025 Financial Results:

    • Cash increased to $6.2 million, up from $3.6 million in Q1 2024
    • Margins increased over 21 points from 56.6% in Q1 2024 to 77.8% in Q1 2025, with cost of revenue decreasing 73.4%, from $640 thousand to $170 thousand, respectively.
    • Operating loss improved 5.2%, from $(4.1) million in Q1 2024 to $(3.9) million in Q1 2025.
    • Q1 2025 revenue was $765 thousand.
    • Net income was $109 thousand in Q1 2025 as compared to $117 thousand in Q1 2024.

    Recent Operational Highlights:

    • The revamped training and learning management system is expected to be ready for launch.
    • Customer reports show increased BolaWrap deployments.
    • Recent shifts in policies associated with costly effects of higher uses of force.
    • Departments with dedicated Crisis Intervention Teams are reporting increased usage in the growing mental health crises and response to Medical Behavioral Emergencies.
    • Company signed and executed a sales and marketing partnership which provides the Company coverage in the U.S. public safety market and federal government.
    • The Company’s move to the VA Facility is complete and manufacturing operations are substantially ready.
    • The Company completed the acquisition of W1 Global, LLC, a preeminent managed services and consulting firm led by an executive team of former high-ranking law enforcement and U.S. Intelligence Community professionals, with deep competencies in complex international criminal investigation, regulatory matters and compliance issues.
    • Expanded Wrap’s leadership in managed services with the addition of Joseph Bonavolonta, a 27-year FBI veteran, and Rob Heuchling, with a 15-year FBI career, to scale the Company’s support offerings.
    • Appointed Stephen M. Renna, former Executive at the Export-Import Bank of the United States, to lead Wrap’s international growth and financing strategy, strengthening its global expansion efforts.

    About Wrap Technologies, Inc.
    Wrap Technologies, Inc. (Nasdaq: WRAP) is a global leader in public safety solutions, bringing together cutting-edge technology with exceptional people to address the complex, modern day challenges facing public safety organizations.

    Wrap’s BolaWrap® solution is a safer way to gain compliance—without pain. This innovative, patented device deploys light, sound, and a Kevlar® tether to safely restrain individuals from a distance, giving officers critical time and space to manage non-compliant situations before resorting to higher-force options. The BolaWrap 150 does not shoot, strike, shock, or incapacitate—instead, it helps officers operate lower on the force continuum, reducing the risk of injury to both officers and subjects. Used by over 1,000 agencies across the U.S. and in 60 countries, BolaWrap® is backed by training certified by the International Association of Directors of Law Enforcement Standards and Training (IADLEST), reinforcing Wrap’s commitment to public safety through cutting-edge technology and expert training.

    Wrap Reality™ VR is an advanced, fully immersive training simulator designed to enhance decision-making under pressure. As a comprehensive public safety training platform, it provides first responders with realistic, interactive scenarios that reflect the evolving challenges of modern law enforcement. By offering a growing library of real-world situations, Wrap Reality™ equips officers with the skills and confidence to navigate high stakes encounters effectively, leading to safer outcomes for both responders and the communities they serve.

    Wrap’s Intrensic solution is an advanced body-worn camera and evidence management system built for efficiency, security, and transparency. Designed to meet the rigorous demands of modern law enforcement, Intrensic seamlessly captures, stores, and manages digital evidence, ensuring integrity and full chain-of-custody compliance. With automated workflows, secure cloud storage, and intuitive case management tools, it streamlines operations, reduces administrative burden, and enhances courtroom credibility.

    Trademark Information
    Wrap, the Wrap logo, BolaWrap®, Wrap Reality™ and Wrap Training Academy are trademarks of Wrap Technologies, Inc., some of which are registered in the U.S. and abroad. All other trade names used herein are either trademarks or registered trademarks of the respective holders.

    Cautionary Note on Forward-Looking Statements – Safe Harbor Statement
    This release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “anticipate,” “should”, “believe”, “target”, “project”, “goals”, “estimate”, “potential”, “predict”, “may”, “will”, “could”, “intend”, and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Moreover, forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the expected benefits of the acquisition of W1 Global, LLC, the Company’s ability to maintain compliance with the Nasdaq Capital Market’s listing standards; the Company’s ability to successfully implement training programs for the use of its products; the Company’s ability to manufacture and produce products for its customers; the Company’s ability to develop sales for its products; the market acceptance of existing and future products; the availability of funding to continue to finance operations; the complexity, expense and time associated with sales to law enforcement and government entities; the lengthy evaluation and sales cycle for the Company’s product solutions; product defects; litigation risks from alleged product-related injuries; risks of government regulations; the business impact of health crises or outbreaks of disease, such as epidemics or pandemics; the impact resulting from geopolitical conflicts and any resulting sanctions; the ability to obtain export licenses for counties outside of the United States; the ability to obtain patents and defend intellectual property against competitors; the impact of competitive products and solutions; and the Company’s ability to maintain and enhance its brand, as well as other risk factors mentioned in the Company’s most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q, and other Securities and Exchange Commission filings. These forward-looking statements are made as of the date of this release and were based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.

    Investor Relations Contact:
    (800) 583-2652
    ir@wrap.com

    The MIL Network –

    May 16, 2025
  • MIL-OSI: Primech AI Showcases Revolutionary HYTRON LITE Bathroom Cleaning Robot at Facilities Management Community of Practice Event in Singapore

    Source: GlobeNewswire (MIL-OSI)

    SINGAPORE, May 15, 2025 (GLOBE NEWSWIRE) — Primech AI Pte. Ltd. (“Primech AI” or the “Company”), a subsidiary of Primech Holdings Limited (Nasdaq: PMEC), participated in the Facilities Management Community of Practice (FM CoP) Session on Robotics co-organised by the Building and Construction Authority and JTC Corporation. The event at Temasek Polytechnic brought together industry leaders to explore innovative robotic solutions for the facilities management sector.

    Charles Ng, Co-Founder and Chief Operating Officer of Primech AI, delivered a presentation titled “Pioneering the Future of Robotics in Facilities Services,” highlighting the Company’s latest innovation, the HYTRON LITE bathroom cleaning robot. Powered by the NVIDIA Jetson Orin Nano Super and designed specifically for compact bathroom environments, HYTRON LITE represents Primech AI’s commitment to addressing the unique challenges of urban facilities management.

    “We were honored to share our vision for the future of cleaning robotics with Singapore’s facilities management community,” said Ng. “The HYTRON LITE demonstrates our focus on creating purpose-built solutions that address real-world challenges in space-constrained environments. Our presentation explored not only the technical capabilities of our robots but also our market expansion strategies both in Singapore and internationally.”

    The FM CoP Session on Robotics featured a comprehensive program addressing key aspects of robotics implementation in the built environment:

    • Temasek Polytechnic presented real-world use cases and challenges faced when adopting robotic solutions
    • HOPE Technik discussed enabling infrastructure for robots in buildings and highlighted technical standards
    • Primech AI showcased the HYTRON LITE and discussed market expansion strategies
    • A live demonstration of HYTRON LITE provided attendees with a full appreciation of its capabilities

    The event highlighted Singapore’s position at the forefront of smart facility management innovation, with Primech AI playing a key role in advancing autonomous cleaning solutions. The Company’s participation underscored the growing importance of robotic solutions in addressing labor challenges and enhancing operational efficiency in the facilities management sector.

    “Events like the FM CoP Session are crucial for knowledge sharing and industry advancement,” added Ng. “We were delighted to demonstrate how our technological innovations can transform cleaning operations in facilities across Singapore and beyond.”

    The demonstration of the HYTRON LITE generated significant interest among the approximately 80-100 attendees, with many facilities managers expressing interest in the robot’s compact design and advanced AI capabilities. The live demonstration allowed participants to witness firsthand how the robot navigates tight spaces and performs cleaning tasks efficiently.

    About the Facilities Management Community of Practice (FM CoP)
    The Facilities Management Community of Practice (FM CoP) initiative by the Building and Construction Authority and JTC Corporation brings together professionals in the facilities management sector to share knowledge, experiences, and best practices. The FM CoP Sessions focus on specific topics relevant to advancing Singapore’s facilities management sector.

    About Primech AI
    Primech AI is a leading robotics company dedicated to pushing the boundaries of innovation in technology. With a team of passionate individuals and a commitment to collaboration, Primech AI is poised to revolutionize the robotics industry with groundbreaking solutions that make a meaningful impact on society. For more information, visit www.primech.ai.

    About Primech Holdings Limited
    Headquartered in Singapore, Primech Holdings Limited is a leading provider of comprehensive technology-driven facilities services, predominantly serving both public and private sectors throughout Singapore. Primech Holdings offers an extensive range of services tailored to meet the complex demands of its diverse clientele. Services include advanced general facility maintenance services, specialized cleaning solutions such as marble polishing and facade cleaning, meticulous stewarding services, and targeted cleaning services for offices and homes. Known for its commitment to sustainability and cutting-edge technology, Primech Holdings integrates eco-friendly practices and smart technology solutions to enhance operational efficiency and client satisfaction. This strategic approach positions Primech Holdings as a leader in the industry and a proactive contributor to advancing industry standards and practices in Singapore and beyond. For more information, visit www.primechholdings.com.    

    Forward-Looking Statements
    Certain statements in this announcement are forward-looking statements, including, for example, statements about completing the acquisition, anticipated revenues, growth, and expansion. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. These forward-looking statements are also based on assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Investors can find many (but not all) of these statements by the use of words such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure that such expectations will be correct. The Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

    Company Contact:
    Email: ir@primech.com.sg

    Investor Relations Contact:        
    Matthew Abenante, IRC
    President                                        
    Strategic Investor Relations, LLC                                         
    Tel: 347-947-2093
    Email: matthew@strategic-ir.com

    The MIL Network –

    May 16, 2025
  • MIL-OSI: FSI ANNOUNCES FIRST QUARTER, 2025 FINANCIAL RESULTS

    Source: GlobeNewswire (MIL-OSI)

    A CONFERENCE CALL IS SCHEDULED FOR FRIDAY, MAY 16, 2025, 11:00AM EASTERN TIME

    SEE DIAL IN NUMBER BELOW

    TABER, ALBERTA, May 15, 2025 (GLOBE NEWSWIRE) — FLEXIBLE SOLUTIONS INTERNATIONAL, INC. (NYSE Amex: FSI), is the developer and manufacturer of biodegradable polymers for oil extraction, detergent ingredients and water treatment as well as crop nutrient availability chemistry. Flexible Solutions also manufactures biodegradable and environmentally safe water and energy conservation technologies. FSI is also increasing its presense in the food and nutrition supplement manufacturing markets. Today the Company announces financial results for first quarter ended March 31, 2025.

    Mr. Daniel B. O’Brien, CEO, states, “The customers who adjusted inventory in Q1 returned to normal order patterns in April.” Mr. O’Brien continues, “ENP also saw lower revenue, which has rebounded in Q2 and we had lower investment income as a result of reduced ownership in the FL LLC.”

    • Sales for the first quarter (Q1) were $7,473,692 down approximately 19% when compared to sales of $9,224,872 in the corresponding period a year ago.
    • Q1, 2025 net income (loss) was ($277,734), or ($0.02) compared to a net income of $457,226, or $0.04 per share, in Q1, 2024.
    • The lower earnings reported for Q1, 2025 were due to lower sales volume, higher cost of goods including higher tariffs. Some costs that are needed for the CAPEX get classified as expenses and are set against current income. Our costs for the Panama factory have similar accounting effects.
    • Basic weighted average shares used in computing earnings per share amounts were 12,587,476 and 12,449,699 for Q1, 2025 and Q1, 2024 respectively.
    • Q1, 2025 Non-GAAP operating cash flow: The Company shows 3 months operating cash flow of $480,268, or $0.04 per share. This compares with operating cash flow of $1,382,874, or $0.11 per share, in the corresponding 3 months of 2024 (see the table and notes that follow for details of these calculations).

    The NanoChem division and ENP subsidiary continue to be the dominant sources of revenue and cash flow for the Company. New opportunities continue to unfold in detergent, water treatment, oil field extraction, turf, ornamental and agricultural use to further increase sales in these divisions. More recently, opportunities in the food and nutrition supplement manufacturing markets have emerged.

    CONFERENCE CALL

    A conference call has been scheduled for 11:00 am Eastern Time, 8:00 am Pacific Time, on Friday May 16th, 2025. CEO, Dan O’Brien will be presenting and answering questions on the conference call. To participate in this call please dial 1-888-999-5318 (or 1-848-280-6460) just prior to the scheduled call time. To join the call participants will be requested to give their name and company affiliation. The conference ID: SOLUTIONS and/or call title Flexible Solutions International – First Quarter, 2025 Financials may be requested

    The above information and following table contain supplemental information regarding income and cash flow from operations for the period ended March 31, 2025. Adjustments to exclude depreciation, stock option expenses and one time charges are given. This financial information is a Non-GAAP financial measure as defined by SEC regulation G. The GAAP financial measure most directly comparable is net income.

    The reconciliation of each Non-GAAP financial measure is as follows:

    FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
    CONSOLIDATED STATEMENT OF OPERATIONS
    FOR THREE MONTHS ENDED MARCH 31, 2025 AND 2024
    (THREE MONTHS OPERATING CASH FLOW – UNAUDITED)

        THREE MONTHS ENDED MARCH 31  
        2025     2024  
    Revenue   $ 7,473,692     $ 9,224,872  
    Income (loss) before income tax – GAAP   $ (153,678 )   $ 780,387  
    Provision for Income tax – net – GAAP   $ (110,363 )   $ (264,178 )
    Net income (loss) – GAAP   $ (277,734 )   $ 457,226  
    Net income (loss) per common share – basic. – GAAP   $ (0.02 )   $ 0.04  
    3 month weighted average shares used in computing per share amounts – basic.- GAAP     12,587,476       12,449,699  
           
          3 month Operating Cash Flow
    Ended March 31
    Operating Cash Flow (3 months). NON-GAAP      $ 480,268 a,b,c       $ 1,382,874 a,b,c  
    Operating Cash Flow per share excluding non-operating items and items not related to current operations (3 months) – basic. –NON-GAAP      $ 0.04 a,b,c       $ 0.11 a,b,c  
    Non-cash Adjustments (3 month) –GAAP      $ 563,118 d       $ 676,026 d  
    Shares (3 month basic weighted average) used in computing per share amounts – basic –GAAP     12,587,476       12,449,699  


    Notes
    : certain items not related to “operations” of the Company’s net income are listed below.

    a) Non-GAAP – Flexible Solutions International purchased 65% of ENP in 4th quarter, 2018 (October 2018). Therefore Operating Cash Flow is adjusted by the pre tax Net income or loss of the non-controlling interest in ENP for 2023 only. After 2023 the entry in the “Statement of operations and comprehensive income” is a pretax number therefore no adjustment is required.
    b) Non-GAAP – amounts exclude certain cash and non-cash items: Depreciation and Stock compensation expense (2025 = $563,118, 2024 = $676,026), Interest expense (2025 = $198,019, 2024 = $175,266), Interest income (2025 = 49,573, $2024 = $48,197), Loss on lease termination (2025 = N/A, 2024 = $41,350), Gain on investment (2025 = $63,925, 2024 = $182,975), Income tax expense (2025 = $110,363, 2024 = $264,178), and pretax Net income attributable to non-controlling interests (2025 = $13,693, 2024 = $58,983). These onetime expenditures were not related to operations of FSI. *See the financial statements for all adjustments.
    c) The revenue and gain from the 50% investment in the private Florida LLC announced in January 2019 are not treated as revenue or profit from operations by Flexible Solutions given the Company does not have control. The profit is treated as investment income and therefore occurs below Operating income in the Statement of Operations. In August 2024, the Company sold 30.1% of its holdings in the Florida LLC and currently has a 19.9% share, with a contract in place to sell the remainder over the next five years. As a result, the gains from all investments (2025 = $63,925, 2024 = $182,975), including those from the Florida LLC, are removed from the calculation to arrive at Operating Cash Flow
    d) Non-GAAP – amounts represent depreciation and stock compensation expense.

    SAFE HARBOR PROVISION

    The Private Securities Litigation Reform Act of 1995 provides a “Safe Harbor” for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward looking statement with respect to events, the occurrence of which involve risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect the company is detailed from time to time in the company’s reports filed with the Securities and Exchange Commission.

    Flexible Solutions International
    6001 54thAve, Taber, Alberta, CANADA T1G 1X4
    Company Contacts

    Jason Bloom
    Toll Free: 800 661 3560
    Fax: 403 223 2905
    E-mail: info@flexiblesolutions.com
                                            

    If you have received this news release by mistake or if you would like to be removed from our update list please reply to: info@flexiblesolutions.com

    To find out more information about Flexible Solutions and our products, please visit www.flexiblesolutions.com.

    The MIL Network –

    May 16, 2025
  • MIL-OSI: Veeco Announces Private Exchanges and Cancellation of Remaining 3.75% Convertible Notes due 2027

    Source: GlobeNewswire (MIL-OSI)

    PLAINVIEW, N.Y., May 15, 2025 (GLOBE NEWSWIRE) — Veeco Instruments Inc. (NASDAQ: VECO) (the “Company” or “Veeco”) today announced that the Company completed separate exchange transactions (the “Exchanges”) pursuant to privately negotiated exchange agreements with the holders of all of its outstanding 3.75% Convertible Senior Notes due 2027 (the “2027 Notes”). 

    “Veeco has strengthened our balance sheet by proactively addressing our 2027 Notes following the settlement of our 2025 Notes at maturity in January,” said John Kiernan, Chief Financial Officer of Veeco. “These transactions provide greater financial flexibility, in addition to reducing our ongoing interest expense and outstanding debt.”

    Prior to the Exchanges, the 2027 Notes had an aggregate principal amount of $25.0 million, representing approximately 1.8 million underlying shares of the Company’s common stock based on the conversion ratio of 71.5372 shares per $1,000 principal amount of the 2027 Notes. In accordance with the terms of the Exchanges, the Company exchanged the 2027 Notes for an aggregate of approximately 1.6 million newly issued shares of its common stock and approximately $5.4 million in cash, inclusive of accrued and unpaid interest.

    The Exchanges were made pursuant to an exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended.

    ICR Capital LLC acted as the Company’s financial advisor.

    About Veeco
    Veeco (NASDAQ: VECO) is an innovative manufacturer of semiconductor process equipment. Our laser annealing, ion beam, single wafer etch & clean, lithography, and metal organic chemical vapor deposition (MOCVD) technologies play an integral role in the fabrication and packaging of advanced semiconductor devices. With equipment designed to optimize performance, yield and cost of ownership, Veeco holds leading technology positions in the markets we serve. To learn more about Veeco’s systems and service offerings, visit www.veeco.com.

    To the extent that this news release discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include the risks discussed in the Business Description and Management’s Discussion and Analysis sections of Veeco’s Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequent quarterly reports on Form 10-Q, current reports on Form 8-K and press releases. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

    Veeco Contacts:
    Investors: Anthony Pappone | (516) 500-8798 | apappone@veeco.com
    Media: Javier Banos | (516) 673-7328 | jbanos@veeco.com

    The MIL Network –

    May 16, 2025
  • MIL-OSI: XBP Europe Holdings, Inc. Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    First Quarter 2025 Highlights

    • Revenue of $37.7 million, a decrease of 1.2% year-over-year and increase of 5.7% sequentially
    • Gross margin of 30.1%, a 380 bps increase year-over-year and 190 bps increase sequentially
    • Adjusted EBITDA of $3.7 million, an increase of 25.6% year-over-year and decrease of 16.1% sequentially

    LONDON and Santa Monica, Calif., May 15, 2025 (GLOBE NEWSWIRE) — XBP Europe Holdings, Inc. (“XBP Europe” or “the Company”) (NASDAQ: XBP), a pan-European integrator of bills, payments, and related solutions and services seeking to enable the digital transformation of its clients, announced today its financial results for the quarter ended March 31, 2025.

    “Our strong momentum continued into 2025, reflected by growing revenue, gross margin, and Adjusted EBITDA. We saw revenue growth for the third straight quarter, along with gross margin expansion on a year-over-year and sequential basis, driven by expanded use of AI technology and improved operational leverage,” said Andrej Jonovic, Chief Executive Officer of XBP Europe.

    First Quarter Highlights

    • Revenue: Total Revenue was $37.7 million, a decrease of 1.2% year-over-year and an increase of 5.7% sequentially.
      • Bills & Payments segment revenue was $26.3 million, a decline of 1.2% year-over-year and an increase of 1.8% sequentially.
      • Technology segment revenue was $11.4 million, a decrease of 1.0% year-over-year and an increase of 16% sequentially.
    • Operating Loss: Operating Loss was $1.8 million compared to Operating Profit of $1.3 million a year ago and $1.0 million in the 4Q 2024. The decline was primarily driven by the recognition of $3.8 million of non-cash stock-based compensation due to accelerated vesting of RSUs and Options. When adjusted for this item, our Operating Profit was $2.0 million in the quarter, an improvement of $0.7 million year-over-year and $1.0 million sequentially, driven primarily by higher gross profit.
    • Net Loss: Net loss from continuing operations was $3.9 million. Adjusting for the previously mentioned non-cash stock-based compensation expense, our net loss from continuing operations was $0 million, compared with a net loss from continuing operations of $0.9 million a year ago and $0.2 million in the fourth quarter 2024.
    • Adjusted EBITDA(1): Adjusted EBITDA from Continuing Operations was $3.7 million, an increase of $0.8 million or 25.5% year-over-year. Adjusted EBITDA margin was 9.8%, an increase of 210 basis points year-over-year.
    • Adequate Liquidity: The Company’s cash and cash equivalents totaled $9.7 million as of March 31, 2025.

    Pending Acquisition: As announced on March 4, 2025, XBP Europe has entered into an exclusive, non-binding letter of intent with Exela Technologies, Inc. to acquire Exela Technologies BPA, LLC (“BPA”), a leading provider of business process automation solutions. The closing of the acquisition will be subject to BPA completing a corporate reorganization which is expected to create a sustainable capital structure with a substantially deleveraged balance sheet. If completed, the acquisition will expand XBP Europe’s revenue to approximately $1 billion from $143 million on a pro forma basis for the year ending December 31, 2024. The parties have agreed to act in good faith to negotiate definitive agreements, complete due diligence, undertake necessary regulatory approvals, and seek any necessary approvals, including from XBP Europe’s shareholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated. Readers are cautioned that those portions of the LOI that describe the proposed transaction are non-binding. XBP Europe only intends to announce additional details regarding the proposed transaction if and when a definitive agreement is executed.

    Below is the note referenced above:

    (1) Adjusted EBITDA is a non-GAAP measure. A reconciliation of Adjusted EBITDA is attached to this release.

    Supplemental Investor Presentation
    An investor presentation relating to our first quarter 2025 performance is available at investors.xbpeurope.com. This information has also been furnished to the SEC in a current report on Form 8-K.     
      
    About Non-GAAP Financial Measures
    This press release includes constant currency, EBITDA, and Adjusted EBITDA, each of which is a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes these non-GAAP financial measures provide investors with useful insights into the Company’s financial performance, results of operations, and liquidity, helping them understand the Company’s business trends and compare its results.

    The Company’s board of directors and management use these measures to evaluate the Company’s performance on a consistent basis across periods by excluding effects of the Company’s capital structure (such as varying debt levels, interest expense, and transaction costs from the November 2023 business combination). Adjusted EBITDA also seeks to remove the effects of integration and related restructuring expenses and other similar non-routine items, some of which are outside management’s control. Restructuring expenses are primarily related to the implementation of strategic actions and initiatives related to the rightsizing of the business. All of these costs are variable and dependent upon the nature of the actions being implemented and can vary significantly driven by business needs. Accordingly, due to that significant variability, we exclude these charges since we do not believe they truly reflect our past, current or future operating performance.

    The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency revenue and Adjusted EBITDA on a constant currency basis by converting our current-period local currency financial results using the exchange rates from the corresponding prior-period and compare these adjusted amounts to our corresponding prior period reported results.

    The Company does not consider these non-GAAP measures in isolation or as an alternative to liquidity or financial measures determined in accordance with GAAP. A limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures and therefore the basis of presentation for these measures may not be comparable to similarly-titled measures used by other companies. These non-GAAP financial measures are not required to be uniformly applied, are not audited and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP, and their presentation may not be comparable to similar measures used by other companies. Net loss is the GAAP measure most directly comparable to the non-GAAP measures presented here. For a reconciliation of the comparable GAAP measures to these non-GAAP financial measures, see the schedules attached to this release.

    Forward-Looking Statements
    Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding future events, estimated or anticipated future results and benefits, future opportunities for XBP Europe Holdings, Inc. (together with its subsidiaries, the “Company”) and its industry, and other statements that are not historical facts. These statements reflect the current expectations of Company management and are not guarantees of actual performance. Actual results may differ materially due to a number of risks and uncertainties, including without limitation: (1) legal proceedings against the Company or others; (2) the Company’s inability to meet the continued listing standards of Nasdaq or another securities exchange; (3) disruptions from the proposed acquisition of Exela Technologies BPA, LLC (“BPA”) and related bankruptcy proceedings of BPA and certain of its subsidiaries’; (4) failure to realize benefits from the November 2023 business combination with CF Acquisition Corp. VIII; (5) acquisition-related costs; (6) changes in laws or regulations; (7) adverse effects from economic, business, or competitive factors; (8) market volatility due to geopolitical and economic factors; (9) challenges in achieving profitability, retaining clients, managing growth, or recruiting and retaining personnel; and (10) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Annual Report on Form 10-K filed on March 19, 2025, as amended, and subsequent filings with the Securities and Exchange Commission (the “SEC”). In addition, forward-looking statements represent the Company’s expectations, plans or forecasts as of the date of this communication. Subsequent events may alter these assessments, and they should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this release.
         
    About XBP Europe
    XBP Europe is a pan-European integrator of bills, payments and related solutions and services seeking to enable digital transformation of its more than 2,000 clients. The Company’s name – ‘XBP’ stands for ‘exchange for bills and payments’ and reflects the Company’s strategy to connect buyers and suppliers, across industries, including banking, healthcare, insurance, utilities and the public sector, to optimize clients’ bills and payments and related digitization processes. The Company provides business process management solutions with proprietary software suites and deep domain expertise, serving as a technology and services partner for its clients. Its cloud-based structure enables it to deploy its solutions across the European market, along with the Middle East and Africa. The physical footprint of XBP Europe spans 15 countries and approximately 30 locations and a team of approximately 1,500 individuals. XBP Europe believes its business ultimately advances digital transformation, improves market wide liquidity by expediting payments, and encourages sustainable business practices. For more information, please visit: www.xbpeurope.com.

    For more XBP Europe news, commentary, and industry perspectives, visit: https://www.xbpeurope.com/
    And please follow us on social:
    X: https://X.com/XBPEurope
    Facebook: https://www.facebook.com/XBPEurope/
    Instagram: https://www.instagram.com/xbp_europe/
    LinkedIn: https://www.linkedin.com/company/xbp-europe/

    The information posted on XBP Europe’s website and/or via its social media accounts may be deemed material to investors. Accordingly, investors, media and others interested in XBP Europe should monitor XBP Europe’s website and its social media accounts in addition to XBP Europe’s press releases, SEC filings and public conference calls and webcasts.

    XBP Europe Holdings, Inc.
    Condensed Consolidated Balance Sheets
    As of March 31, 2025 and December 31, 2024
    (in thousands of United States dollars except share and per share amounts)
    (Unaudited)
     
        March 31,    December 31,   
        2025   2024  
    ASSETS                
    Current assets                
    Cash and cash equivalents   $ 9,681   $ 12,099  
    Accounts receivable, net of allowance for credit losses of $929 and $1,198, respectively     26,928     19,810  
    Inventories, net     3,650     3,823  
    Prepaid expenses and other current assets     5,756     4,228  
    Current assets held for sale     1,526     1,378  
    Total current assets     47,541     41,338  
    Property, plant and equipment, net of accumulated depreciation of $42,655 and $40,325, respectively     12,223     11,272  
    Operating lease right-of-use assets, net     4,861     4,805  
    Goodwill     22,656     21,666  
    Intangible assets, net     1,173     1,121  
    Deferred income tax assets     7,101     7,026  
    Long term notes receivable     2,280     —  
    Other noncurrent assets     1,142     817  
    Total assets   $ 98,977   $ 88,045  
                   
    LIABILITIES AND STOCKHOLDERS’ DEFICIT                
    LIABILITIES                
    Current liabilities                
    Accounts payable   $ 13,507   $ 12,553  
    Related party payables     4,544     5,443  
    Accrued liabilities     25,015     17,993  
    Accrued compensation and benefits     17,951     16,482  
    Customer deposits     328     277  
    Deferred revenue     7,419     6,870  
    Current portion of finance lease liabilities     4     12  
    Current portion of operating lease liabilities     1,826     1,734  
    Current portion of long-term debts     5,443     4,958  
    Current liabilities held for sale     1,761     2,443  
    Total current liabilities     77,798     68,765  
    Related party notes payable     1,512     1,451  
    Long-term debt, net of current maturities     24,289     23,966  
    Pension liabilities     10,862     10,339  
    Operating lease liabilities, net of current portion     3,227     3,271  
    Other long-term liabilities     1,677     1,599  
    Total liabilities   $ 119,365   $ 109,391  
    Commitments and Contingencies (Note 13)                
                   
    STOCKHOLDERS’ DEFICIT                
    Preferred stock, par value of $0.0001 per share; 10,000,000 shares authorized; none issued and outstanding as of March 31, 2025 and December 31, 2024, respectively     —     —  
    Common Stock, par value of $0.0001 per share; 200,000,000 shares authorized; 35,711,498 shares issued and outstanding as of March 31, 2025 and 30,166,102 shares issued and outstanding as of December 31, 2024, respectively     36     30  
    Additional paid in capital     7,494     1,611  
    Accumulated deficit     (28,055)     (23,705)  
    Accumulated other comprehensive loss:                
    Foreign currency translation adjustment     (102)     474  
    Unrealized pension actuarial gains, net of tax     239     244  
    Total accumulated other comprehensive loss     137     718  
    Total stockholders’ deficit     (20,388)     (21,346)  
    Total liabilities and stockholders’ deficit   $ 98,977   $ 88,045  
    XBP Europe Holdings, Inc.
    Condensed Consolidated Statements of Operations
    For the three months ended March 31, 2025 and 2024
    (in thousands of United States dollars except share and per share amounts)
    (Unaudited)
           
        Three months ended March 31, 
     
           2025      2024
     
    Revenue, net   $ 37,531   $ 38,047  
    Related party revenue, net     142     66  
    Cost of revenue (exclusive of depreciation and amortization)     26,309     28,062  
    Related party cost of revenue     9     18  
    Selling, general and administrative expenses (exclusive of depreciation and amortization)     10,953     6,968  
    Related party expense     1,562     926  
    Depreciation and amortization     627     808  
    Operating profit (loss)   $ (1,787)     1,331  
    Other expense (income), net                
    Interest expense, net     1,721     1,417  
    Related party interest expense, net     23     19  
    Foreign exchange losses, net     (71)     753  
    Changes in fair value of warrant liability     2     (37)  
    Pension income, net     (369)     (423)  
    Net loss before income taxes   $ (3,093)     (398)  
    Income tax expense     762     460  
    Net loss from continuing operations   $ (3,855)     (858)  
    Net loss from discontinued operations, net of income taxes     (495)     (1,350)  
    Net loss   $ (4,350)   $ (2,208)  
    Loss per share:               
    Basic and diluted – continuing operations   $ (0.12)   $ (0.03)  
    Basic and diluted – discontinued operations     (0.02)     (0.04)  
    Basic and diluted   $ (0.14)   $ (0.07)  
    XBP Europe Holdings, Inc.
    Condensed Consolidated Statements of Cash Flows
    For the three months ended March 31, 2025 and 2024
    (in thousands of United States dollars)
    (Unaudited)
            
        Three months ended March 31,   
           2025      2024     
    Cash flows from operating activities              
    Net loss   $ (4,350)   $ (2,208)  
    Adjustments to reconcile net loss to net cash used in operating activities:               
    Depreciation     542     776  
    Amortization of intangible assets     117     181  
    Debt issuance cost amortization     105     —  
    Credit loss expense     (274)     217  
    Changes in fair value of warrant liability     2     (37)  
    Stock-based compensation expense     3,587     —  
    Unrealized foreign currency losses (gains)     (546)     759  
    Change in deferred income taxes     156     44  
                   
    Change in operating assets and liabilities               
    Accounts receivable     (5,816)     (1,160)  
    Inventories     285     (102)  
    Prepaid expense and other assets     (1,547)     (1,342)  
    Accounts payable     377     1,463  
    Related party payables     (267)     (1,711)  
    Accrued expenses and other liabilities     6,151     (791)  
    Deferred revenue     288     492  
    Customer deposits     261     (191)  
    Net cash used in operating activities     (929)     (3,610)  
                   
    Cash flows from investing activities               
    Purchase of property, plant and equipment     (968)     (385)  
    Additions to internally developed software     (123)     —  
    Net cash used in investing activities     (1,091)     (385)  
                   
    Cash flows from financing activities               
    Borrowings under secured borrowing facility     —     37  
    Principal payments on 2024 Term Loan A Facility     (189)     —  
    Principal payments on 2024 Term Loan B Facility     (552)     —  
    Principal payments on long-term obligations     —     (235)  
    Proceeds from secured credit facility     1,655     976  
    Principal payments on secured credit facility     (1,356)        
    Principal payments on finance leases     (8)     (100)  
    Net cash provided by (used in) financing activities     (450)     678  
    Effect of exchange rates on cash and cash equivalents     90     (87)  
    Net increase (decrease) in cash and cash equivalents     (2,380)     (3,404)  
                   
    Cash and equivalents, beginning of period, including cash from discontinued operations     12,106     6,905  
    Cash and equivalents, end of period, including cash from discontinued operations   $ 9,726   $ 3,501  
                   
    Supplemental cash flow data:                
    Income tax payments, net of refunds received     271     (16)  
    Interest paid     928     534  
    XBP Europe Holdings, Inc.
    Schedule 1: Reconciliation of Adjusted EBITDA and constant currency revenues
     
    Reconciliation of Non-GAAP Financial Measures to GAAP Measures  
             
    Non-GAAP constant currency revenue reconciliation      
      Three Months ended March 31,  
    ($ in thousands) 2025
        2024  
    Revenues, as reported (GAAP) 37,673
        38,113  
    Foreign currency exchange impact(1) 766     –  
    Revenues, at constant currency (Non-GAAP) 38,438
        38,113  
             
    Reconciliation of Adjusted EBITDA from Continuing Operations  
                   
        Three Months Ended March 31,     
    (dollars in thousands)     2025
        2024
        
    Net loss from continuing operations   $ (3,855)   $ (858)  
    Income tax expense     762     460  
    Interest expense including related party interest expense, net     1,744     1,436  
    Depreciation and amortization     627     807  
    EBITDA from continuing operations     (722)     1,846  
    Restructuring and related expenses(2)     667     332  
    Foreign exchange losses, net     (71)     752  
    Stock-based compensation expense(3)     3,818     —  
    Changes in fair value of warrant liability     2     (37)  
    Transaction Fees(4)     —     49  
    Adjusted EBITDA from continuing operations   $ 3,694   $ 2,942  

    (1)  Constant currency excludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the quarter ended March 31, 2024, to the revenues during the corresponding period in 2025.
    (2)  Adjustment represents costs associated with restructuring, including employee severance and vendor and lease termination costs.
    (3)  Related to accelerated vesting of RSU and stock awards.
    (4)  Represents transaction costs incurred as part of the Business Combination.

    Reconciliation of Adjusted EBITDA from Discontinued Operations              
                 
      Three Months Ended March 31, 
     
    (dollars in thousands) 2025      2024
     
    Net loss from discontinued operations, net of income taxes $ (495)   $ (1,350)  
    Income tax expense   —     —  
    Interest expense, net   14     10  
    Depreciation and amortization   32     150  
    EBITDA from discontinued operations   (449)     (1,190)  
    Foreign exchange losses (gains), net   (359)     80  
    Adjusted EBITDA from discontinued operations $ (808)   $ (1,110)  

    Source: XBP Europe Holdings, Inc.

    The MIL Network –

    May 16, 2025
  • MIL-OSI: South Bow Reports First-quarter 2025 Results and Declares Dividend

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 15, 2025 (GLOBE NEWSWIRE) — South Bow Corp. (TSX & NYSE: SOBO) (South Bow or the Company) reports its first-quarter 2025 financial and operational results and provides an update on its 2025 outlook. Unless otherwise noted, all financial figures in this news release are in U.S. dollars.

    Highlights

    Safety and operational performance

    • Recorded first-quarter 2025 throughput of approximately 613,000 barrels per day (bbl/d) on the Keystone Pipeline, with a System Operating Factor (SOF) of 98%, and approximately 726,000 bbl/d on the U.S. Gulf Coast segment of the Keystone Pipeline System.
    • Demonstrated strong project execution, completing construction of the Blackrod Connection Project’s 25-km crude oil and natural gas pipeline segments while achieving excellent safety performance. South Bow remains on schedule to complete the facility work and be ready for in-service in early 2026, with associated cash flows expected to increase through 2027.
    • Subsequent to period end, responded to an oil release at Milepost 171 (MP-171) of the Keystone Pipeline near Fort Ransom, N.D., on April 8, 2025. With approval from the Pipeline and Hazardous Materials Safety Administration (PHMSA), South Bow safely restarted the pipeline late on April 15, 2025 with certain operating pressure restrictions. See “Milepost 171 incident” of this news release.

    Financial performance

    • Demonstrated financial resilience despite significant market volatility, owing to the Company’s highly contracted assets.
      • Generated revenue of $498 million and net income of $88 million ($0.42/share).
      • Recorded normalized earnings before interest, income taxes, depreciation, and amortization (normalized EBITDA)1 of $266 million. Lower demand for uncommitted capacity on South Bow’s pipeline systems resulted in an 8% decrease in normalized EBITDA from the fourth quarter of 2024.
      • Delivered distributable cash flow1 of $151 million.
    • Maintained total long-term debt and net debt1 outstanding of $5.7 billion and $4.9 billion, respectively, during the first quarter of 2025. The Company’s net debt-to-normalized EBITDA ratio1 was 4.6 times as of March 31, 2025.

    Returns to shareholders

    • Declared dividends totalling $104 million or $0.50/share to shareholders during the first quarter of 2025.
    • South Bow’s board of directors approved a quarterly dividend of $0.50/share, payable on July 15, 2025 to shareholders of record at the close of business on June 30, 2025. The dividends will be designated as eligible dividends for Canadian income tax purposes.

    Spinoff activities

    • Implemented South Bow’s new enterprise resource planning system, marking a significant milestone in fully establishing South Bow as an independent company. Exiting the Transition Services Agreement (TSA) with TC Energy Corporation (TC Energy) continues progressing with plans to implement South Bow’s new supervisory control and data acquisition (SCADA) system in the second half of 2025.

    South Bow’s unaudited consolidated interim financial statements and notes (the financial statements), and management’s discussion and analysis (MD&A) as at and for the three months ended March 31, 2025 are available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the U.S. Securities and Exchange Commission (SEC) at www.sec.gov. The disclosure under the section “Non-GAAP Financial Measures” in South Bow’s MD&A as at and for the three months ended March 31, 2025 is incorporated by reference into this news release.

    ____________________________

    1 Non-GAAP financial measure or ratio that do not have standardized meanings under generally accepted accounting principles (GAAP) and may not be comparable to measures presented by other entities. See “Non-GAAP financial measures” of this news release.

    Financial and operational results

    $ millions, unless otherwise noted Three Months Ended
    Dec. 31, 2024 March 31, 2025 March 31, 2024
    FINANCIAL RESULTS      
    Revenue 488 498 544
    Income from equity investments 12 13 12
    Net income 55 88 112
    Per share 1 0.26 0.42 0.54
    Normalized net income 2 112 98 114
    Per share 1 2 0.54 0.47 0.55
    Normalized EBITDA 2 290 266 298
    Keystone Pipeline System 250 235 277
    Marketing 24 16 9
    Intra-Alberta & Other 16 15 12
    Distributable cash flow 2 183 151 178
    Dividends declared 104 104 —
    Per share 1 0.50 0.50 —
    Capital expenditures 3 28 32 12
    Total long-term debt 4 5,716 5,719 5,924
    Net debt 2 5 4,901 4,910 5,421
    Net debt-to-normalized EBITDA (ratio) 2 6 4.5 4.6 4.8
    Common shares outstanding, weighted average diluted (millions) 7 208.4 208.7 207.6
    Common shares outstanding (millions) 7 208.0 208.2 207.6
           
    OPERATIONAL RESULTS      
    Keystone Pipeline SOF (%) 96 98 96
    Keystone Pipeline throughput (Mbbl/d) 621 613 643
    U.S. Gulf Coast segment of Keystone Pipeline System throughput (Mbbl/d) 8 784 726 779
    Marketlink throughput (Mbbl/d) 615 549 582
    1. Per share amounts, with the exception of dividends, are based on weighted average diluted common shares outstanding.
    2. Non-GAAP financial measure or ratio that do not have standardized meanings and may not be comparable to measures presented by other entities. See “Non-GAAP financial measures” of this news release.
    3. Capital expenditures per the investing activities of the consolidated statements of cash flows of the financial statements.
    4. Total long-term debt at March 31, 2025 and December 31, 2024 includes the Company’s senior unsecured notes and junior subordinated notes. Total long-term debt at March 31, 2024 includes the Company’s long-term debt to affiliates of TC Energy.
    5. Includes 50% equity treatment of South Bow’s junior subordinated notes.
    6. South Bow expects that its net debt-to-normalized EBITDA ratio will increase modestly through the course of 2025 as the Company continues to invest in the Blackrod Connection Project and incur one-time costs of approximately $40 million to $50 million associated with the spinoff from TC Energy (the Spinoff). Consistent with the Company’s outlook on leverage, South Bow anticipates exiting 2025 with a net debt-to-normalized EBITDA ratio of approximately 4.8 times and that the Company will begin reducing its leverage once the Blackrod Connection Project starts generating cash flow in 2026.
    7. The common shares issued on Oct. 1, 2024 have been used for comparative periods, as the Company had no common shares outstanding prior to the Spinoff. For periods prior to Oct. 1, 2024, it is assumed there were no dilutive equity instruments, as there were no equity awards of South Bow outstanding prior to the Spinoff.
    8. Comprises throughput originating in Hardisty, Alta. transported on the Keystone Pipeline, and throughput originating in Cushing, Okla. transported on Marketlink for destination in the U.S. Gulf Coast.

    Milepost 171 incident

    • On April 8, 2025, South Bow responded to an oil release at MP-171 of the Keystone Pipeline near Fort Ransom, N.D., activating emergency response protocols and working closely with regulators, local officials, landowners, and the surrounding community. After receiving approval from PHMSA, South Bow safely restarted the pipeline late on April 15, 2025.
    • PHMSA issued a Corrective Action Order (CAO) requiring South Bow to undertake corrective actions, including operating under pressure restrictions for specific segments of the pipeline. The CAO also requires a root cause failure analysis (RCFA) and metallurgical testing, which independent third parties are currently conducting. South Bow will share the findings of these investigations in the coming months.
    • South Bow is actively monitoring the performance of the Keystone Pipeline to ensure safe and reliable operations and anticipates meeting its contractual throughput commitments under the CAO.
    • South Bow has recovered substantially all released volumes and is progressing towards complete remediation of the site by mid-2025. Environmental remediation costs are largely expected to be recovered through the Company’s insurance policies.
    • South Bow demonstrated its ability to respond quickly and return its assets to service following the incident. A core South Bow value is ‘We Are Safe’ and incident prevention on the Company’s pipeline systems is paramount.
      • The Company’s integrity program is extensive, continuously and proactively incorporates new learnings and technologies, and upholds a commitment to maintaining safe operations.
      • Preliminary remedial actions in response to the MP-171 incident include completion of the RCFA by third-party experts and implementation of its recommendations. South Bow will also work with its suppliers and industry experts to determine the failure mechanism. The Company expects to complete a combination of in-line inspection runs and investigative excavations to further advance its asset integrity and reliability.

    Outlook

    Market outlook

    • Crude oil pipeline capacity in the Western Canadian Sedimentary Basin continues to exceed crude oil supply. As a result, the demand for uncommitted capacity on South Bow’s Keystone Pipeline is expected to remain low in the near term. Additionally, rapidly changing global trade policies, including tariffs, have introduced economic and geopolitical uncertainty, leading to significant volatility in commodity prices and pricing differentials.

    2025 guidance

    • South Bow’s guidance aims to inform readers about Management’s expectations for 2025 financial and operational results. Readers are cautioned that these estimates may not be suitable for any other purpose. See “Forward-looking information and statements” of this news release for additional information regarding factors that could cause actual events to be significantly different from those expected.

    South Bow’s 2025 annual guidance is outlined below:

    $ millions, except percentages 2025 Original Guidance 1 2 2025 Guidance 2 2025 YTD Actuals
    Normalized EBITDA 1,010 +/- 3% 1,010 +1% / -2% 266
    Interest expense 325 +/- 2% 325 +/- 2% 83
    Effective tax rate (%) 23% – 24% 23% – 24% 23%
    Distributable cash flow 535 +/- 3% 535 +/- 3% 151
    Capital expenditures      
    Growth 110 +/- 3% 110 +/- 3% 48
    Maintenance 3 65 +/- 3% 65 +/- 3% 13
    1. See South Bow’s March 5, 2025 news release “South Bow Reports Fourth-quarter and Year-end 2024 Results, Provides 2025 Outlook, and Declares Dividend”, available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the SEC at www.sec.gov.
    2. Assumes average foreign exchange rate of C$/U.S.$1.4286.
    3. Maintenance capital expenditures are generally recoverable through South Bow’s tolling arrangements.
      • South Bow is reaffirming its outlook for normalized EBITDA of approximately $1.01 billion in 2025, underpinned by the Company’s highly contracted cash flows and structural demand for services, including solid financial performance in the first quarter of 2025. Approximately 90% of South Bow’s normalized EBITDA is secured through committed arrangements, which carry minimal commodity price or volumetric risk.
        • With market fundamentals and policy uncertainty expected to persist in the near term, and South Bow’s operational priorities in response to the MP-171 incident, the Company believes that any potential financial contributions from uncommitted capacity on the Keystone Pipeline will be limited in the near term. Accordingly, the Company is reducing the upper end of its normalized EBITDA guidance of $1.01 billion to 1%, and is increasing the lower end to -2% due to strong first-quarter 2025 performance.
        • The findings of the RCFA and South Bow’s next steps in response to the MP-171 incident may further impact the Company’s financial and operational outlook for 2025.
      • Normalized EBITDA for the second quarter of 2025 is expected to be approximately 7% to 8% lower than first-quarter 2025 normalized EBITDA of $266 million, with a reduced outlook for South Bow’s Marketing segment as the Company realizes losses associated with certain positions that were unwound in early 2025 in the face of pricing volatility. Additional losses associated with these positions will be recognized in the third and fourth quarters of 2025.

    Capital allocation priorities

    • South Bow takes a disciplined approach to capital allocation to preserve optionality and maximize total shareholder returns over the long term. The Company’s capital allocation priorities are built on a foundation of financial strength and supported by South Bow’s stable, predictable cash flows. South Bow’s capital allocation priorities include:
      • paying a sustainable base dividend;
      • strengthening the Company’s investment-grade financial position; and
      • leveraging existing infrastructure within South Bow’s strategic corridor to offer customers competitive connections and enhanced optionality.

    Conference call and webcast details

    South Bow’s senior leadership will host a conference call and webcast to discuss the Company’s first-quarter 2025 results on May 16, 2025 at 8 a.m. MT (10 a.m. ET).

    Register ahead of time to receive a unique PIN to access the conference call via telephone. Once registered, participants can dial into the conference call from their telephone via the unique PIN or click on the “Call Me” option to receive an automated call directly on their telephone.

    Visit www.southbow.com/investors for the replay following the event.

    Non-GAAP financial measures

    In this news release, South Bow references certain non-GAAP financial measures and ratios that do not have standardized meanings under GAAP and may not be comparable to similar measures presented by other entities. These non-GAAP measures include or exclude adjustments to the composition of the most directly comparable GAAP measures. Management considers these non-GAAP financial measures and non-GAAP ratios to be important in evaluating and understanding the operational performance and liquidity of South Bow. These non-GAAP measures and non-GAAP ratios should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.

    South Bow’s non-GAAP financial measures and non-GAAP ratios include:

    • normalized EBITDA;
    • normalized net income;
    • normalized net income per share;
    • distributable cash flow;
    • net debt; and
    • net debt-to-normalized EBITDA ratio.

    These measures and ratios are further described below, with a reconciliation to their most directly comparable GAAP measure.

    Normalizing items

    Normalized measures are, or include, non-GAAP financial measures and ratios and include normalized EBITDA, normalized net income, normalized net income per share, distributable cash flow, and net debt-to-normalized EBITDA ratio. Management uses these normalized measures to assess the financial performance of South Bow’s operations and compare period-over-period results. During certain reporting periods, the Company may incur costs that are not indicative of core operations or results. These normalized measures represent income (losses), adjusted for specific normalizing items that are believed to be significant; however, they are not reflective of South Bow’s underlying operations in the period.

    These specific items include gains or losses on sales of assets or assets held for sale, unrealized fair value adjustments related to risk management activities, tariff charges, acquisition, integration, and restructuring costs, and other charges, including but not limited to, impairment, contractual costs, and settlements.

    South Bow excludes the unrealized fair value adjustments related to risk management activities, as these represent the changes in the fair value of derivatives, but do not accurately reflect the gains and losses that will be realized at settlement and impact income. Therefore, South Bow does not consider them reflective of the Company’s underlying operations, despite providing effective economic hedges. Realized gains and losses on grade financial contracts are adjusted to improve comparability, as they settle in a subsequent period to the underlying transaction they are hedged against.

    Separation costs relate to internal costs and external fees incurred specific to the Spinoff. These items have been excluded from normalized measures, as Management does not consider them reflective of ongoing operations and they are non-recurring in nature.

    South Bow excludes tariff charges as they are not reflective of ongoing business conducted by the Company and are subject to uncertainty.

    Normalized EBITDA

    Normalized EBITDA is used as a measure of earnings from ongoing operations. Management uses this measure to monitor and evaluate the financial performance of the Company’s operations and to identify and evaluate trends. This measure is useful for investors as it allows for a more accurate comparison of financial performance of the Company across periods for ongoing operations. Normalized EBITDA represents income before income taxes, adjusted for the normalizing items, in addition to excluding charges for depreciation and amortization, interest expense, and interest income.

    The following table reconciles income (loss) before income taxes to normalized EBITDA for the indicated periods:

    $ millions Three Months Ended
    Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Income before income taxes 72   114   146  
    Adjusted for specific items:      
    Depreciation and amortization 62   62   61  
    Interest expense 84   83   94  
    Interest income and other 28   (6 ) (7 )
    Risk management instruments 57   6   —  
    Keystone variable toll disputes (3 ) —   —  
    Milepost 14 (MP-14) costs 4   —   —  
    Separation costs (1 ) 3   4  
    Tariff charges —   1   —  
    Keystone XL costs and other (13 ) 3   —  
    Normalized EBITDA 290   266   298  

    The following table reconciles income (loss) before income taxes to normalized EBITDA by operating segment for the indicated periods:

    $ millions Three Months Ended Dec. 31, 2024
    Keystone Pipeline
    System
      Marketing   Intra-Alberta &
    Other
      Total  
    Income (loss) before income taxes 205   (32 ) (101 ) 72  
    Adjusted for specific items:        
    Depreciation and amortization 59   —   3   62  
    Interest expense (1 ) —   85   84  
    Interest income and other (1 ) (1 ) 30   28  
    Risk management instruments —   57   —   57  
    Keystone variable toll disputes (3 ) —   —   (3 )
    MP-14 costs 4   —   —   4  
    Separation costs —   —   (1 ) (1 )
    Keystone XL costs and other (13 ) —   —   (13 )
    Normalized EBITDA 250   24   16   290  
    $ millions Three Months Ended March 31, 2025
    Keystone Pipeline
    System
      Marketing Intra-Alberta &
    Other
      Total  
    Income (loss) before income taxes 175   9 (70 ) 114  
    Adjusted for specific items:        
    Depreciation and amortization 59   — 3   62  
    Interest expense —   — 83   83  
    Interest income and other (2 ) — (4 ) (6 )
    Risk management instruments —   6 —   6  
    Separation costs —   — 3   3  
    Tariff charges —   1 —   1  
    Keystone XL costs and other 3   — —   3  
    Normalized EBITDA 235   16 15   266  
    $ millions Three Months Ended March 31, 2024
    Keystone Pipeline
    System
      Marketing   Intra-Alberta &
    Other
      Total  
    Income (loss) before income taxes 218   9   (81 ) 146  
    Adjusted for specific items:        
    Depreciation and amortization 60   —   1   61  
    Interest expense 1   1   92   94  
    Interest income and other (2 ) (1 ) (4 ) (7 )
    Separation costs —   —   4   4  
    Normalized EBITDA 277   9   12   298  


    Normalized net income and normalized net income per share

    Normalized net income represents net income adjusted for the normalizing items described above and is used by Management to assess the earnings that are representative of South Bow’s operations. By adjusting for non-recurring items and other factors that do not reflect the Company’s ongoing performance, normalized net income provides a clearer picture of the Company’s continuing operations. This measure is particularly useful for investors as it allows for a more accurate comparison of financial performance and trends across different periods. On a per share basis, normalized net income is derived by dividing the normalized net income by the weighted average common shares outstanding at the end of the period. Management believes this per share measure is valuable for investors as it provides insight into South Bow’s profitability on a per share basis, assisting in evaluating the Company’s performance.

    The following table reconciles net income to normalized net income for the indicated periods:

    $ millions, except common shares outstanding and per share amounts Three Months Ended
    Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Net income 55   88   112  
    Adjusted for specific items:      
    Risk management instruments 57   6   —  
    Keystone variable toll disputes (3 ) —   —  
    MP-14 costs 4   —   —  
    Separation costs 27   3   4  
    Tariff charges —   1   —  
    Keystone XL costs and other (13 ) 3   —  
    Tax effect of the above adjustments (15 ) (3 ) (2 )
    Normalized net income 112   98   114  
    Common shares outstanding, weighted average diluted (millions) 208.4   208.7   207.6  
    Normalized net income per share 0.54   0.47   0.55  


    Distributable cash flow

    Distributable cash flow is used to assess the cash generated through business operations that can be used for South Bow’s capital allocation decisions, helping investors understand the Company’s cash-generating capabilities and its potential for returning value to shareholders. Distributable cash flow is based on income before income taxes, adjusted for depreciation and amortization, interest income and other, the normalizing items discussed above, and further adjusted for specific items, including income and distributions from the Company’s equity investments, maintenance capital expenditures, which are capitalized and generally recoverable through South Bow’s tolling arrangements, and current income taxes.

    The following table reconciles income before income taxes to distributable cash flow for the indicated periods:

    $ millions Three Months Ended
    Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Income before income taxes 72   114   146  
    Adjusted for specific items:      
    Depreciation and amortization 62   62   61  
    Interest income and other 28   (6 ) (7 )
    Normalizing items, net of tax 1 34   10   3  
    Income from equity investments (12 ) (13 ) (12 )
    Distributions from equity investments 20   19   20  
    Maintenance capital expenditures 2 (15 ) (13 ) (4 )
    Current income tax recovery (expense) (6 ) (22 ) (29 )
    Distributable cash flow 183   151   178  
    1. Normalizing items per normalized EBITDA reconciliation, net of tax.
    2. Maintenance capital expenditures are generally recoverable through South Bow’s tolling arrangements.


    Net debt and net debt-to-normalized EBITDA ratio

    Net debt is used as a key leverage measure to assess and monitor South Bow’s financing structure, providing an overview of the Company’s long-term debt obligations, net of cash and cash equivalents. Management believes this measure is useful for investors as it offers insights into the Company’s financial health and its ability to manage and service its debt obligations. Net debt is defined as the sum of total long-term debt with 50% treatment of the Company’s junior subordinated notes, operating lease liabilities, and dividends payable, less cash and cash equivalents, per the Company’s consolidated balance sheets.

    Net debt-to-normalized EBITDA ratio is used to monitor South Bow’s leverage position relative to its normalized EBITDA for the trailing four quarters. This ratio provides investors with insight into the Company’s ability to service its long-term debt obligations relative to its operational performance. A lower ratio indicates stronger financial health and greater capacity to meet its debt obligations.

    $ millions, except ratios Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Long-term debt to affiliates of TC Energy         —           —           5,924  
    Senior unsecured notes         4,629           4,632           —  
    Junior subordinated notes         1,087           1,087           —  
    Total long-term debt         5,716           5,719           5,924  
    Adjusted for:      
    Hybrid treatment for junior subordinated notes 1         (544 )         (544 )         —  
    Operating lease liabilities         22           21           19  
    Dividends payable         104           104           —  
    Cash and cash equivalents         (397 )         (390 )         (522 )
    Net debt         4,901           4,910           5,421  
           
    Normalized EBITDA for the trailing four quarters         1,091           1,059           1,136  
    Net debt-to-normalized EBITDA (ratio) 4.5   4.6   4.8  
    1. Includes 50% equity treatment of South Bow’s junior subordinated notes.

    Forward-looking information and statements

    This news release contains certain forward-looking statements and forward-looking information (collectively, forward-looking statements), including forward-looking statements within the meaning of the “safe harbor” provisions of applicable securities legislation, that are based on South Bow’s current expectations, estimates, projections, and assumptions in light of its experience and its perception of historical trends. All statements other than statements of historical facts may constitute forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as, “anticipate”, “will”, “expect”, “estimate”, “potential”, “future”, “outlook”, “strategy”, “maintain”, “ongoing”, “intend”, and similar expressions suggesting future events or future performance.

    In particular, this news release contains forward-looking statements, including certain financial outlooks, pertaining to, without limitation, the following: South Bow’s corporate vision and strategy, including its strategic priorities, its satisfaction thereof, and outlook; the Blackrod Connection Project, including in-service dates, and costs thereof; PHMSA approvals and completion of the CAO; expected interest expense and tax rate; expected capital expenditures; expected dividends; expected one-time costs relating to the Spinoff; expected shareholder returns and asset returns; demand for uncommitted capacity on the Keystone System; treatment under current and future regulatory regimes, including those relating to taxes, tariffs, and the environment; South Bow’s financial guidance for 2025 and beyond, including 2025 normalized EBITDA, 2025 interest expense, 2025 distributable cash flow, and 2025 capital expenditures; South Bow’s financial strength and flexibility; expected exit of the TSA and implementation of the SCADA system; expected receipt and sharing of investigative, root cause, and failure mechanism findings related to the MP-171 incident; expected ability to meet contractual throughput commitments on the Keystone Pipeline under the CAO; expectation that South Bow will ensure safe and reliable operations on the Keystone Pipeline; expected timing for the remediation of the MP-171 incident; potential financial contributions from uncommitted capacity on the Keystone Pipeline System; and impacts of the findings of the RCFA and response to the MP-171 incident on the financial and operational outlook.

    The forward-looking statements are based on certain assumptions that South Bow has made in respect thereof as of the date of this news release regarding, among other things: oil and gas industry development activity levels and the geographic region of such activity; that favourable market conditions exist and that South Bow has and will have available capital to fund its capital expenditures and other planned spending; prevailing commodity prices, interest rates, inflation levels, carbon prices, tax rates, and exchange rates; the ability of South Bow to maintain current credit ratings; the availability of capital to fund future capital requirements; future operating costs; asset integrity costs; that all required regulatory and environmental approvals can be obtained on the necessary terms in a timely manner; and prevailing regulatory, tax, and environmental laws and regulations.

    Although South Bow believes the assumptions and other factors reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these assumptions and factors will prove to be correct and, as such, forward-looking statements are not guarantees of future performance. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual events or results to differ materially, including, but not limited to: the regulatory environment and related decisions and requirements; the impact of competitive entities and pricing; reliance on third parties to successfully operate and maintain certain assets; the strength and operations of the energy industry; weakness or volatility in commodity prices; non-performance or default by counterparties; actions taken by governmental or regulatory authorities; the ability of South Bow to acquire or develop and maintain necessary infrastructure; fluctuations in operating results; adverse general economic and market conditions; the ability to access various sources of debt and equity capital on acceptable terms; and adverse changes in credit. The foregoing list of assumptions and risk factors should not be construed as exhaustive. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the results implied by forward-looking statements, refer to South Bow’s annual information form dated March 5, 2025, available under South Bow’s SEDAR+ profile at www.sedarplus.ca and, from time to time, in South Bow’s public disclosure documents, available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the SEC at www.sec.gov.

    Management approved the financial outlooks contained in this news release, including 2025 normalized EBITDA, 2025 interest expense, 2025 distributable cash flow, and 2025 capital expenditures as of the date of this news release. The purpose of these financial outlooks is to inform readers about Management’s expectations for the Company’s financial and operational results in 2025, and such information may not be appropriate for other purposes.

    The forward-looking statements contained in this news release speak only as of the date hereof. South Bow does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. All forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

    About South Bow

    South Bow safely operates 4,900 kilometres (3,045 miles) of crude oil pipeline infrastructure, connecting Alberta crude oil supplies to U.S. refining markets in Illinois, Oklahoma, and the U.S. Gulf Coast through our unrivalled market position. We take pride in what we do – providing safe and reliable transportation of crude oil to North America’s highest demand markets. Based in Calgary, Alberta, South Bow is the spinoff company of TC Energy, with Oct. 1, 2024 marking South Bow’s first day as a standalone entity. To learn more, visit www.southbow.com.

    Contact information

    Investor Relations

    Martha Wilmot                                             
    investor.relations@southbow.com
    Media Relations

    Solomiya Lyaskovska
    communications@southbow.com

    The MIL Network –

    May 16, 2025
  • MIL-OSI USA: Rep. Weber Announces KEY Funding for Sabine Neches Navigation District

    Source: United States House of Representatives – Congressman Randy Weber (14th District of Texas)

    Washington, D.C. – Today, U.S. Rep. Randy Weber (TX-14) announced that he secured $172.711,000 through the U.S. Army Corps of Engineers’ Fiscal Year 2025 Work Plan for the Sabine-Neches Navigation District. These funds will be used to deepen the Sabine-Neches Waterway from its current 40-foot depth to its congressionally authorized depth of 48 feet, as authorized by the Water Resources Development Act (WRDA) of 2014. The Sabine-Neches Navigation District is authorized to execute the federal share of the project funding, allowing faster, more efficient progress on this critical infrastructure.

    “This is a great day for Southeast Texas, and we are glad President Trump is back in office to prioritize critical projects like the Sabine-Neches Waterway, one of the most vital waterway systems in the country,” said Rep. Weber. “This funding will strengthen America’s energy and national security, continue to grow our economy, and support jobs right here at home. I am proud to fight for the funding our region needs to remain the commerce and energy leader for decades. Again, thank you, President Trump.”

    “I want to express our deepest gratitude to President Trump, OMB Director Vought and Congressman Weber for their confidence in The Sabine-Neches Navigation District,” said Randy Reese, CEO of Sabine-Neches Navigation District. “Our entire team, and my COO Matthew Kaufman have worked diligently for decades to prepare us to answer this call.  Southeast Texas’ strength is its people, its industry and its ports. The recognition and responsibility The White House has put on our shoulders is humbling, and we will not let the nation down.”

    “This $172,711,000 in federal funding and its pivotal language authorizing the Sabine-Neches Navigation District to execute continued construction, directly utilizing federal funds, is effective and efficient, said Matthew Kaufman, Chief Operating Officer of Sabine-Neches Navigation District. “It will expedite the deepening of America’s most vital energy and military ship channel – all the way to 48 feet.  We will ensure these hard earned tax dollars strengthen our nation for all Americans and answer President Trump’s call to Unleash American Energy Dominance.”

    MIL OSI USA News –

    May 16, 2025
  • MIL-OSI USA: Reps. Castor, Soto Urge Federal Investigation into Unlawful Diversion of Medicaid Funds to Hope Florida

    Source: United States House of Representatives – Reprepsentative Kathy Castor (FL14)

    WASHINGTON, D.C. – U.S. Reps. Kathy Castor (FL-14) and Darren Soto (FL-09) are urging the U.S. Department of Health and Human Services Inspector General and the Centers for Medicare & Medicaid Services to investigate the potentially unlawful diversion of $10 million in Medicaid funds by the Florida Agency for Health Care Administration, the Hope Florida Foundation and Centene in a letter released today.

    Reps. Castor and Soto’s call for a Medicaid fraud investigation comes on the heels of the debate in the U.S. House Energy and Commerce Committee over the future of Medicaid and House Republicans’ cruel proposal to kick millions of Americans off Medicaid to pay for tax breaks for the wealthiest Americans. Republicans repeatedly claimed during the marathon Energy and Commerce debate that they were concerned about waste, fraud and abuse in Medicaid. Castor and Soto now point to a concrete example of potential fraud and abuse, while urging an immediate investigation into this inappropriate diversion of taxpayer funds to an unrelated political action committee. 

    “As members of the U.S. House Committee that provides oversight of Medicaid, I can assure you that Congress is very focused on waste, fraud and abuse of Medicaid dollars. Any unlawful diversion of Medicaid dollars in Florida means that the state is less able to provide services to our neighbors who rely on Medicaid and the providers who serve them,” the lawmakers wrote.

    The lawmakers continued, “The diversion of Medicaid dollars requires immediate investigation. These are proceeds that rightfully belong to state taxpayers to serve the citizens who rely on Medicaid, including children, pregnant women, neighbors with disabilities and those served by long-term care.”

    Castor and Soto serve on the House Energy and Commerce Committee, which has jurisdiction over Medicaid, and advocated for families and providers during the 26-hour Energy and Commerce Committee markup of the House Republicans’ cruel proposal to slash Medicaid to pay for tax breaks for the wealthiest Americans, which concluded yesterday.

    Read the full letter here and below:

    RE: Urge Investigation into Unlawful Diversion of Medicaid Funds in Florida 

    Dear Acting Inspector General Hodgkins and Administrator Oz:

    A recent bipartisan investigation by the Florida Legislature and press reports have uncovered that proceeds from a legal settlement between the State of Florida and Florida’s largest Medicaid managed care operator, Centene, were inappropriately diverted to unrelated political committees. Federal law requires that Medicaid proceeds be used solely for health services authorized by law and for the benefit of those served by Medicaid. Therefore, we respectfully request that you investigate the potential unlawful diversion of Medicaid funds by the Florida Agency for Health Care Administration (AHCA), Hope Florida Foundation and Centene. Medicaid is a federal/state partnership, and the federal government may be entitled to recoup funds from the legal settlement and improperly diverted funds as well.

    Hope Florida was established in 2021 as a referral program, operated by state employees, to direct Floridians to businesses, faith-based organizations and nonprofits for housing and social services instead of to government agencies. The Hope Florida Foundation is Hope Florida’s nonprofit arm and is subject to spending limits on lobbying and campaigns. According to its website, Hope Florida “firmly believe(s) that more government is not always the best solution to the problem. Instead, government is utilized as a meaningful connection point and then gets out of the way.” Many Florida state agencies prominently display links on their homepage to Hope Florida, directing individuals to a Hope Navigator instead of contacting a state agency, including the websites of Florida Department of Children and Families, Florida Department of Juvenile Justice, Florida Department of Veterans Affairs and Florida Department of Elder Affairs. AHCA administers Florida’s Medicaid program.

    On September 27, 2024, the State of Florida reached a settlement agreement with Centene relating to the overbilling of taxpayers by over $67 million. The agreement directed Centene to pay $10 million to the Hope Florida Foundation through a wire transfer and pay the remaining $57 million to AHCA. The settlement also stated that “AHCA desires an expanded role for Hope Florida in the Florida Medicaid program.”  

    On October 16, two days after receiving the $10 million wire transfer, the Hope Florida Foundation wired $5 million to Secure Florida’s Future, a 501(c)4 nonprofit that proposed spending the ‘grant’ on a “long-term, targeted business partner recruitment strategy and public awareness campaign.” 

    On October 17, Secure Florida’s Future donated $2 million to Keep Florida Clean Inc., a Political Action Committee (PAC) controlled by Governor DeSantis’s then-chief of staff James Uthmeier that was created to campaign against Amendment 3, a ballot initiative to legalize recreational marijuana in Florida. Governor DeSantis strongly opposed Amendment 3. Days later, Secure Florida’s Future sent Keep Florida Clean Inc. an additional $1.75 million. 

    On October 22, the Hope Florida Foundation wired $5 million to the 501(c)4 nonprofit Save Our Society from Drugs that proposed spending the ‘grant’ on “developing and implementing strategies that directly address the substance use crisis facing our communities.” 

    On October 23, the next day, Save Our Society from Drugs donated $1.6 million to Keep Florida Clean Inc. Over the coming days, Save Our Society from Drugs donated an additional $3.15 million to Keep Florida Clean Inc. 

    While there are limited financial disclosure requirements associated with 501(c)4 organizations, records appear to show that a total of $8.5 million from the Centene settlement with AHCA went from the Hope Florida Foundation to the Amendment 3-focused Keep Florida Clean, Inc. PAC, the same PAC that also donated funding to the Republican Party of Florida and the Florida Freedom Fund. 

    The transfer of Medicaid dollars to a charitable committee and then political committees appears to run afoul of federal law, including 18 U.S.C. 1347 (to knowingly execute or attempt a scheme to defraud a health care benefit program or obtain money from it) and 18 U.S.C. 371 (for two or more people to agree to defraud the United States.), and may implicate other relevant statutes and regulations. As members of the U.S. House Energy and Commerce Committee that provides oversight of Medicaid, we can assure you that Congress is very focused on waste, fraud and abuse of Medicaid dollars. Any unlawful diversion of Medicaid dollars in Florida means that the state is less able to provide services to our neighbors who rely on Medicaid and support the providers who serve them.

    Hope Florida had raised only about $2 million during its three years of existence, but in one fell swoop, received $10 million from a Medicaid settlement, which was immediately funneled through other nonprofits to a PAC directed by the Governor’s Chief of Staff. The Florida House of Representatives initiated an investigation into what State Representative Alex Andrade called a potential “conspiracy to commit money laundering and wire fraud,” but ultimately determined that “the best avenue is probably a federal investigation because…these were Medicaid dollars.”  The diversion of Medicaid dollars requires immediate investigation. These are proceeds that rightfully belong to serve the citizens who rely on Medicaid, including children, pregnant women, neighbors with disabilities and those served by long-term care.

    Therefore, we respectfully urge you to investigate whether or not the $10 million settlement scheme violates federal law and complies with Centers for Medicare and Medicaid Services (CMS) legal and regulatory framework and any other applicable federal laws and regulations.  

    Sincerely,

    MIL OSI USA News –

    May 16, 2025
  • MIL-OSI: Welsbach Technology Metals Acquisition Corp. (“WTMA”) and Evolution Metals LLC (“EM”) Announce Effectiveness of SEC Registration Statement Ahead of Strategic Business Combination

    Source: GlobeNewswire (MIL-OSI)

    Chicago, IL and St. Louis, MO , May 15, 2025 (GLOBE NEWSWIRE) — Welsbach Technology Metals Acquisition Corp. (OTC: WTMA), a publicly traded special purpose acquisition company, and Evolution Metals LLC, which is dedicated to developing a secure, reliable global supply chain for critical minerals and materials (CMM), today announced that the U.S. Securities and Exchange Commission (“SEC”) has declared effective their registration statement on Form S-4, paving the way for the consummation of this previously- announced business combination.

    In connection with the business combination WTMA and EM plan to acquire 100% interest of five operating companies: (1) KCM Industry Co., Ltd., (2) NS World Co., Ltd., (3) KMMI INC., (4) Handa Lab Co., Ltd., and (5) Critical Mineral Recovery, Inc. Upon closing, the combined company will be renamed Evolution Metals & Technologies Corp. (“EM&T” or referred to in the Form S-4 as “New EM”), and expects to trade on Nasdaq under the symbol EMAT.

    EM&T’s business is to leverage advanced technologies such as robotics and artificial intelligence (AI) to provide integrated midstream and downstream CMM recycling and processing of oxides, metals, magnet alloys, battery materials, and rare earth magnets for key industries including, but not limited to, the automotive, aerospace, defense, healthcare, high tech, consumer electronics and appliances, and renewable energy industries, while driving a sustainable future.

    “This is an important step in our mission to build a Western critical materials champion,” said Daniel Mamadou, CEO of Welsbach Technology Metals Acquisition Corp. “It perfectly aligns with our original vision to bring together proven technologies, experienced operators, and strategic capital to solve one of the most urgent supply chain vulnerabilities in the Western world. EM&T is not just another company – we believe it is the platform that will deliver on what others have only promised.”

    David Wilcox, Managing Member of Evolution Metals LLC, added, “Today marks a transformative step toward American resilience in critical materials. This merger represents a direct response to the policy imperatives outlined by the U.S. government from reshoring strategic industries to securing CMM supply chains. The future of EM&T is built to execute on those priorities with speed and scale. “The immediate need for critical minerals and materials is mid-stream processing. Without the combined expertise of separation, salts for batteries, metals, alloys, metallics, sintered and bonded magnet-making capabilities under one Western roof, Chinese companies will continue to monopolize key steps in this supply chain, leaving all other nations and industries vulnerable. By integrating CMM recycling, processing, and advanced materials production, EM&T expects to be positioned to reduce dependence on China-controlled supply chains and strengthen America’s industrial and national security. EM&T plans to deliver real impact – environmentally, strategically, and economically.”

    About Welsbach Technology Metals Acquisition Corp.

    Welsbach Technology Metals Acquisition Corp. (OTC: WTMA) is a blank check company focused on identifying high-impact technology metals businesses aligned with global sustainability and security trends. One of WTMA’s co-sponsors, Welsbach Holdings Pte Ltd, is an independent platform focused on the support and development of projects related to technology metals and materials.

    About Evolution Metals LLC

    Evolution Metals LLC is committed to establishing a secure, robust and reliable supply chain for critical minerals & materials (CMM) that is 100% independent of China for sourcing or supplying feedstocks. EM’s strategy is to acquire and develop manufacturing, recycling and processing facilities to produce essential products (including magnets, battery feedstocks and related materials) for industrial uses such as, but not limited to, electric vehicles, electronics, environmental technologies and aerospace and defense applications. EM aims to support the creation of jobs, industry and manufacturing to promote a greener future by providing bespoke solutions to support its clients globally.

    Cautionary Statement Regarding Forward-Looking Statements

    Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking . The forward-looking statements are based on the current expectations and beliefs of the management of WTMA and EM, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by WTMA and the following: WTMA’s ability to complete the proposed Business Combination or, if WTMA does not consummate such proposed Business Combination, any other initial business combination; the risk that the consummation of the proposed Business Combination is significantly delayed; the ability to recognize the anticipated benefits of the proposed Business Combination; the risk that the announcement and consummation of the proposed Business Combination disrupts EM’s current plans; New EM’s ability to successfully integrate the business and operations of the target companies (the “Target Companies”) into its ongoing business operations and realize the intended benefits of New EM’s acquisition of the Target Companies; New EM’s ability to secure sufficient funding to successfully rebuild Critical Mineral Recovery Inc.’s recycling facility with significant expansion on management’s expected timeline and budget, or at all; unexpected costs related to the proposed Business Combination; expectations regarding New EM’s strategies and future financial performance, including future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, product and service acceptance, market trends, liquidity, cash flows and uses of cash, capital expenditures, and New EM’s ability to invest in growth initiatives; satisfaction or waiver (if applicable) of the conditions to the proposed Business Combination, including, among other things: (i) approval of the proposed Business Combination and related agreements and transactions by the WTMA stockholders, the holder of the EM member units and the holders of the equity interests of the other Target Companies, (ii) receipt of approval for listing on Nasdaq Stock Market LLC (“Nasdaq”) the shares of WTMA common stock to be issued in connection with the Business Combination, and (iii) the absence of any injunctions; that the amount of cash available in the trust account and from certain other investments is at least equal to the minimum available cash condition amount, after giving effect to redemptions by WTMA stockholders and certain transaction expenses; the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement; the implementation, market acceptance and success of New EM’s business model and growth strategy; the ability to obtain or maintain the listing of New EM’s common stock on Nasdaq following the proposed Business Combination; limited liquidity and trading of WTMA’s public securities; the amount of any redemptions by existing holders of WTMA common stock being greater than expected; WTMA’s ability to raise financing in the future; WTMA’s success in retaining or recruiting, or changes required in, New EM’s officers, key employees or directors following the completion of the proposed Business Combination; WTMA officers and directors allocating their time to other businesses and potentially having conflicts of interest with WTMA’s business or in approving the proposed Business Combination; the use of proceeds not held in the trust account or available to WTMA from interest income on the trust account balance; the impact of the regulatory environment and complexities with compliance related to such environment, including New EM’s ability to meet, and continue to meet, applicable regulatory requirements; New EM’s ability to execute its business plan, including with respect to its technical development and commercialization of products, and its growth and go-to-market strategies; New EM’s ability to achieve sustained, long-term profitability and commercial success; operational risks, including with respect to New EM’s use of agents or resellers in certain jurisdictions, New EM’s ability to scale up its manufacturing quantities of its products, New EM’s outsourcing of manufacturing and such manufacturers’ ability to satisfy New EM’s manufacturing needs on a timely basis, the availability of components or raw materials used to manufacture New EM’s products and New EM’s ability to process customer order backlog; New EM’s revenue deriving from a limited number of customers; geopolitical risk and changes in applicable laws or regulations, including with respect to New EM’s planned operations outside of the U.S. and Korea; New EM’s ability to attract and retain talented personnel; New EM’s ability to compete with companies that have significantly more resources; New EM’s ability to meet certain certification and compliance standards; New EM’s ability to protect its intellectual property rights and ability to protect itself against potential intellectual property infringement claims; the outcome of any known and unknown litigation and regulatory proceedings, including any proceedings that may be instituted against WTMA or EM following announcement of the proposed Business Combination; the potential characterization of New EM as an investment company subject to the Investment Company Act of 1940, as amended; and other factors detailed under the section entitled “Risk Factors” in the Registration Statement on Form S 4, initially filed with the SEC on November 12, 2024, as amended (the “Registration Statement”). Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of WTMA, EM and the other Target Companies prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Except to the extent required by applicable law or regulation, WTMA, EM and the other Target Companies undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

    Additional Information and Where to Find It

    WTMA has filed the Registration Statement with the SEC, which was declared effective by the SEC on May 14, 2025. The Registration Statement includes a document that serves as a proxy statement and prospectus of WTMA, referred to as a “proxy statement/prospectus,” containing information about the proposed Business Combination and the respective businesses of WTMA, EM and the Target Companies. WTMA will mail a definitive proxy statement/prospectus and other relevant documents to WTMA stockholders. WTMA stockholders are urged to read the preliminary proxy statement/prospectus and any amendments thereto and, when available, the definitive proxy statement/prospectus in connection with the solicitation of proxies for the special meeting to be held to approve the proposed Business Combination, because these documents will contain important information about WTMA, EM, the other Target Companies and the proposed Business Combination. The definitive proxy statement/prospectus will be mailed to stockholders of WTMA as of a record date established for voting on the proposed Business Combination. Stockholders of WTMA will also be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about WTMA without charge, at the SEC’s website (www.sec.gov). Copies of the proxy statement/prospectus and WTMA’s other filings with the SEC can also be obtained, without charge, by directing a request to: chris@welsbach.sg. The information contained in, or that can be accessed through, WTMA’s website is not incorporated by reference in, and is not part of, this press release.

    No Offer or Solicitation

    This press release does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a definitive offering document.

    Participants in the Solicitation

    WTMA and EM and their respective directors and officers or managers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with the proposed Business Combination. WTMA stockholders and other interested persons may obtain, without charge, more detailed information regarding directors and officers of WTMA in WTMA’s proxy statement/prospectus. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from WTMA’s stockholders in connection with the proposed Business Combination will be included in the proxy statement/prospectus that WTMA intends to file with the SEC.

    Investor & Media Contacts

    Judith McGarry
    Evolution Metals LLC
    Tel: +1 (415) 971-2900
    Email: judith.mcgarry@evolution-metals.com

    Daniel Mamadou
    Chief Executive Officer
    Welsbach Technology Metals Acquisition Corp.
    Tel: +1 (251) 280-1980
    Email: daniel@welsbach.sg

    Private Investment in Public Equity (“PIPE”)
    Email: PIPE@Evolution-Metals.com

    The MIL Network –

    May 16, 2025
  • MIL-OSI: Beam Global Announces First Quarter 2025 Operating Results

    Source: GlobeNewswire (MIL-OSI)

    SAN DIEGO, May 15, 2025 (GLOBE NEWSWIRE) — Beam Global, (Nasdaq: BEEM), (the “Company”), a leading provider of innovative and sustainable infrastructure solutions for the electrification of transportation and energy security, today announced its first quarter results for the period ended March 31, 2025.

    Q1 2025 Financial Highlights

    • Revenue CAGR 60% for trailing 60 months
    • Commercial Revenues increased 41% over Q1 2024
    • Positive GAAP Gross Margin 8%
    • Adjusted non-GAAP Gross Margin, net of non-cash costs 21%
    • Net cash used in Operations for Q1 2025 $1.8 million vs. Q1 2024 $3.0 million
    • Backlog of $6.3 million
    • Debt free and $100 million line of credit available and unused

    Q1 2025 and Recent Operational Highlights

    • In Q1 2025 we shipped EV ARC™ units, ARC Mobility™ trailers, energy storage systems (ESS), lighting poles and smart city infrastructure solutions to locations across California, Arizona, Colorado, Florida, Michigan, Oregon, and internationally to Croatia, Serbia, Spain and Romania
    • Achieved CE (Conformité Européenne) certification on EV ARC™
    • Granted U.S. Patent for High-Volume Battery Assembly and Safety Technology
    • Expanded our European sales network with three new distribution partners
      • Seltis Glass Design S.R.L. for the Romanian market
      • Evrosimovski Consulting Ltd. for the North Macedonian market
      • BBA International for the Albanian market
    • Entered Middle Eastern market through partnership with Solvana
    • Launched BeamPatrol™ partnership with Zero Motorcycles with two BeamPatrol™ units at MotoGP in Austin to charge electric motorcycle demonstrations
    • Expanded into Romania with First EV ARC™ Sales through our Romanian reselling agent, Seltis Glass Design SRL
    • Won the Award for Innovation in Sustainable Infrastructure at the 2025 Congress of Mayors and Local Administration of Romania
    • Won the 2024 Award for Business Success by Serbian Chamber of Commerce

    “Though we are navigating through a series of uncertainties in the U.S. market, our other expansion efforts lead us to believe that we have the pieces in place to return to growth in this and future quarters,” said Desmond Wheatley, CEO of Beam Global. “Sales of our flagship product EV ARC™ increased in the first quarter. Our battery business is doing some of the most interesting and promising work it has ever done. Our international expansion strategy is gaining momentum and bearing fruit. We have sufficient cash and working capital to continue to operate the business into the future. We have no debt and no going concern. We’re generating gross profits which, net of non-cash items, are still north of 20%. We have proposals out and items in our pipeline, which would simply not have been possible this time last year before we introduced our fantastic new product lineup and expanded beyond the US market. Losing the immediate benefits of U.S. federal government sales has been tough on us, but we are managing through that and have created a foundation for growth which is resistant to those sorts of upheavals, and which I believe, will create opportunities for growth which far out strip anything that we’ve ever done before.”

    Revenues
    For the first quarter of 2025, Beam Global’s revenues were $6.3 million. The Company has a Revenue CAGR of 60% for the trailing 60 months, as of the three months ending March 31, 2025. Revenues were diverse across commercial entities and state and local governments with a significant rebalancing towards enterprise customers. For the first quarter of 2025, 53% of revenues were derived from commercial customers compared to 16% in the same period in 2024. International customers comprised 25% of all revenue as of March 31, 2025 compared to 11% for the three months ended March 31, 2024. We believe that the decrease in revenue is mainly a result of uncertainty in the U.S. government’s zero emission vehicle strategy related to the presidential election.

    Gross Profit

    Gross profit for the quarter ended March 31, 2025, was $0.5 million, or 8% gross margin, compared to gross profit of $1.5 million, or 10% gross margin in the first quarter of the prior year. The gross profit includes a non-cash negative impact of $1.0 million for depreciation and amortization of intangible assets resulting from the AllCell acquisition. Our gross margin, net of non-cash items, was 21% for the quarter ended March 31, 2025 compared to 12% for the quarter ended March 31, 2024. Our engineering team has continued to implement design changes which have reduced the bill of materials for the EV ARCTM, improving the product margins throughout 2024 and leading into 2025. Additionally, we have continued to recognize synergies and positive gross margin contributions from our acquisitions. We expect the Company’s revenue to grow in the future and our fixed overhead absorption to continue to improve resulting in improved gross margins.

    Operating Expenses and Impairment of Goodwill

    The first quarter 2025 total operating expenses of $16.0 million included $10.8 million of goodwill impairment, for the single reporting unit, because our market capitalization no longer exceeded our net assets at March 31, 2025 due to the decrease in our stock price since December 31, 2024. Our operating expenses, net of non-cash items for the three months ended March 31, 2025 are $4.1 million compared to 2024 of $3.8 million, a variance of $0.2 million or 6%. The Company believes the goodwill impairment reported during the three months ended March 31, 2025 is not a negative indicator of historic or current operating results and not a negative indicator of future performance as the Company has taken significant steps to diversify its geographical reach and product offerings while focusing on strategic growth. The Company believes that the resulting non-cash charge has no impact on the Company’s compliance with its cash flows or available liquidity and that its acquired entities are contributing positively to its operations and growth potential.

    Net Loss

    The first quarter net loss of $15.5 million included $12.5 million of non-cash expense items such as goodwill impairment, depreciation and amortization, stock-based compensation and provisions for credit losses in 2025, compared to a net loss of $3.0 million with non-cash expenses of $1.1 million in 2024. The first quarter 2025 net loss excluding non-cash items was $2.8 million compared to $2.1 million for the same period in 2024.

    Cash

    On March 31, 2025, we had cash of $2.5 million, compared to cash of $4.6 million at December 31, 2024.

    Net cash used for operating activities was $1.8 million for the three months ended March 31, 2025 compared to $3.0 million for the same period in 2024.

    We have historically met our cash needs through a combination of debt and equity financing and more recently through increasing gross profit contributions. Our cash requirements are generally for operating activities and acquisitions.

    Non-GAAP Financial Measures

    To supplement our condensed consolidated financial statements, which are prepared in accordance with GAAP, we present Non-GAAP financial measures, in this press release. We use Non-GAAP in conjunction with GAAP measures as part of our overall assessment of our performance to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance. We believe Non-GAAP is also helpful to investors, analysts and other interested parties because it can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. Non-GAAP has limitations as an analytical tool. Therefore, you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, you should consider Non-GAAP measurements alongside other financial performance measures, including attributable to other GAAP measures. In evaluating Non-GAAP measures you should be aware that in the future, we may incur expenses that are the same as, or similar to, some of the adjustments reflected in this press release. Our presentation of Non-GAAP should not be construed to imply that our future results will be unaffected by the types of items excluded from the calculations of Non-GAAP measures. Non-GAAP is not presented in accordance with GAAP and the use of these terms vary from others in our industry.

    Conference Call May 15, 2025 at 4:30 p.m. ET 

    Management will host a conference call on Thursday May 15, 2025 at 4:30 p.m. ET to review financial results and provide an update on corporate developments. Following management’s formal remarks, there will be a question-and-answer session.

    Participants can register for the conference through the following link: https://dpregister.com/sreg/10200046/ff2f9aecc8

    Please note that registered participants will receive their call-in number upon registration.

    Those without internet access or unable to pre-register may call in by calling:

    PARTICIPANT CALL IN (TOLL FREE): 1-844-739-3880

    PARTICIPANT INTERNATIONAL CALL IN: 1-412-317-5716

    Please ask to join the Beam Global call.

    About Beam Global
    Beam Global is a clean technology innovator which develops and manufactures sustainable infrastructure products and technologies. We operate at the nexus of clean energy and transportation with a focus on sustainable energy infrastructure, rapidly deployed and scalable EV charging solutions, safe energy storage and vital energy security. With operations in the U.S. and Europe, Beam Global develops, patents, designs, engineers and manufactures unique and advanced clean technology solutions that power transportation, provide secure sources of electricity, save time and money and protect the environment. Beam Global is headquartered in San Diego, CA with facilities in Broadview, IL and Belgrade and Kraljevo, Serbia. Beam Global is listed on Nasdaq under the symbol BEEM. For more information visit BeamForAll.com, LinkedIn, YouTube, Instagram and X (formerly Twitter).

    Forward-Looking Statements
    This Beam Global Press Release may contain forward-looking statements. All statements in this Press Release other than statements of historical facts are forward-looking statements. Forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may,” or other words and similar expressions that convey the uncertainty of future events or results. These statements relate to future events or future results of operations. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause Beam Global’s actual results to be materially different from these forward-looking statements. Except to the extent required by law, Beam Global expressly disclaims any obligation to update any forward-looking statements.

    Investor Relations
    Luke Higgins
    +1-858-799-4583
    IR@BeamForAll.com

    Media Contact
    Andy Lovsted
    +1-858-335-8465
    Press@BeamForAll.com

     
    Beam Global
    Condensed Consolidated Balance Sheets
    (In thousands, except share and per share data)
           
      Three Months Ended
      March 31,   December 31,
      2025   2024
      (Unaudited)    
    Assets      
    Current assets      
    Cash $ 2,504   $ 4,572
    Accounts receivable, net of allowance for credit losses of $498 and $259 7,145   8,027
    Prepaid expenses and other current assets 2,150   2,243
    Inventory, net 11,845   12,284
    Total current assets 23,644   27,126
           
    Property and equipment, net 13,531   13,704
    Operating lease right of use assets 1,650   1,893
    Goodwill –   10,580
    Intangible assets, net 7,810   8,037
    Deposits 120   119
    Total assets $ 46,755   $ 61,459
           
    Liabilities and Stockholders’ Equity      
    Current liabilities      
    Accounts payable $ 8,316   $ 8,959
    Accrued expenses 2,393   2,462
    Sales tax payable 435   195
    Deferred revenue, current 1,042   847
    Note payable, current 64   63
    Contingent consideration, current 93   93
    Operating lease liabilities, current 539   696
    Total current liabilities 12,882   13,315
           
    Deferred revenue, noncurrent 857   800
    Note payable, noncurrent 182   199
    Contingent consideration, noncurrent 216   216
    Other liabilities, noncurrent 3,432   3,380
    Deferred tax liabilities, noncurrent 1,609   1,290
    Operating lease liabilities, noncurrent 905   971
    Total liabilities 20,083   20,171
           
    Commitments and contingencies (Note 10)      
           
    Stockholders’ equity      
    Preferred stock, $0.001 par value, 10,000,000 authorized, none outstanding as of March 31, 2025 and December 31, 2024. –   –
    Common stock, $0.001 par value, 350,000,000 shares authorized, 15,043,045 and 14,835,630 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively. 15   15
    Additional paid-in-capital 147,518   147,072
    Accumulated deficit (120,166)   (104,643)
    Accumulated Other Comprehensive Income (AOCI) (695)   (1,156)
           
    Total stockholders’ equity 26,672   41,288
           
    Total liabilities and stockholders’ equity $ 46,755   $ 61,459
           
    Beam Global
    Condensed Consolidated Statements of Operations and Comprehensive Loss
    (Unaudited, In thousands except per share data)
           
      Three Months Ended
      March 31,
      2025   2024
           
    Revenues $ 6,324   $ 14,561
           
    Cost of revenues 5,823   13,082
           
    Gross profit 501   1,479
           
           
    Operating expenses 5,265   4,527
           
    Impairment of goodwill 10,780   –
           
    Loss from operations (15,544)   (3,048)
           
    Other income (expense)      
    Interest income 23   71
    Other income (expense) 4   (56)
    Interest expense (6)   (4)
    Other income 21   11
           
    Loss before income tax expense (15,523)   (3,037)
           
    Net Loss $ (15,523)   $ (3,037)
           
    Net foreign currency translation benefit (expense) 461   (329)
    Total Comprehensive Loss $ (15,062)   $ (3,366)
           
    Net Loss per share – basic/diluted $ (1.04)   $ (0.21)
           
    Weighted average shares outstanding – basic/diluted 14,990   14,422
           

    The MIL Network –

    May 16, 2025
  • MIL-OSI: Trust Stamp files its 2025 Q1 10-Q and provides forward-looking estimates

    Source: GlobeNewswire (MIL-OSI)

    Atlanta, GA, May 15, 2025 (GLOBE NEWSWIRE) — Trust Stamp announced that:

    1. It filed its Q1 10-Q report for the three months ended 31 March 2025 after the Nasdaq market closed on May 15th, 2025.
    2. Q1 2025 recognized revenue was $545 thousand, decreased from $574 thousand for Q1 of 2024, with an additional $197 thousand of revenue fully earned but subject to deferred recognition under ASC 606.
    3. Estimates of anticipated revenue from existing contracted customers for FY 2025 are believed to exceed $5.0m and do not include projected revenue from contracted customers that are not yet revenue-generating.
    1. Continuing expense reductions for the balance of 2025 are estimated to result in new savings of $0.18m per month compared to expenses in 2024.
    1. Cash burn for the remaining nine months of 2025 is estimated at an average of $0.24m per month based solely on projected revenue from contracted customers that are currently revenue-generating. The Company believes its projected burn is covered by cash on hand (supplemented by an unused $6.1m “At The Market” equity distribution agreement that was announced on February 25th, 2025) as well as anticipated revenues described above.

    In addition, Trust Stamp announced that as of the date of this release, institutional customers registered on the Orchestration Layer platform have increased to ninety-four from eighty at the end of Q4 2024, with the addition of twelve community banks and two credit unions. 

    Inquiries:
    Trust Stamp                                                   Email: Shareholders@truststamp.ai 

    About Trust Stamp

    Trust Stamp is a global provider of AI-powered services for use in multiple sectors including banking and finance, regulatory compliance, government, healthcare, real estate, communications, and humanitarian services. Its technology empowers organizations via advanced solutions that reduce fraud, tokenize and secure data, securely authenticate users while protecting personal privacy, reduce friction in digital transactions, and increase operational efficiency, enabling customers to accelerate secure financial inclusion and reach and serve a broader base of users worldwide.

    With team members from twenty-two nationalities in eight countries across North America, Europe, Asia, and Africa, Trust Stamp trades on the Nasdaq Capital Market (Nasdaq: IDAI).

    Safe Harbor Statement: Caution Concerning Forward-Looking Remarks 

    All statements in this release that are not based on historical fact are “forward-looking statements” including within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The information in this announcement may contain forward-looking statements and information related to, among other things, the company, its business plan and strategy, and its industry. These statements reflect management’s current views with respect to future events based on information currently available and are subject to risks and uncertainties that could cause the company’s actual results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company does not undertake any obligation to revise or update these statements.

    The MIL Network –

    May 16, 2025
  • MIL-Evening Report: Banning young people from social media sounds like a silver bullet. Global evidence suggests otherwise

    Source: The Conversation (Au and NZ) – By Jasleen Chhabra, Research Fellow, Centre for Youth Mental Health, The University of Melbourne

    Monkey Business / Shutterstock

    Around 98% of Australian 15-year-olds use social media. Platforms such as TikTok, Snapchat and Instagram are where young people connect with friends and online communities, explore and express their identities, seek information, and find support for mental health struggles.

    However, the federal government, seeking to address concerns about young people’s mental health, has committed to ban under-16s from these platforms from later this year.

    There is no doubt social media presents risks to young people. These include cyberbullying, posts related to disordered eating or self-harm, hate speech, and the basic risk of spending long hours scrolling or “doomscrolling”.

    But is banning young people really the answer? We reviewed 70 reports from experts in Australia, the United Kingdom, the United States and Canada to understand what they recommend – and found broad agreement that a ban may not address the real problems.

    Humans preventing harm

    The overall verdict is that we need a much more thoughtful response than just a ban: only a coordinated approach between governments, regulators, tech companies and young people themselves will address youth mental health and online safety.

    We should be asking what we can do to make online spaces safer for young people, not jumping straight to removing them entirely.

    Content moderation is one area in need of urgent attention. Young people regularly report being exposed to harmful and age-inappropriate content on social media, while platforms replace moderation staff with cheaper AI systems.

    Automated processes have their place, but many recommendations in our review emphasised the importance of human moderators to keep up.

    Data and endless advertising

    A second issue exists around the collection and use of user data. Tech platforms have built their business model around user engagement and ad revenue.

    To keep users scrolling (and watching ads), companies collect large amounts of user data to deliver highly personalised feeds.

    Many experts advocate against the widespread collection and use of young people’s data, particularly for delivering advertising materials that promote dieting, unregulated supplements and cosmetic procedures. Posts like these often appear in an endless stream, interspersed between non-harmful and entertaining content.

    Starting with safety

    Alongside greater regulation of advertising material, many experts emphasised the need to consider “safety by design”.

    In other words, social media should be designed from the outset to prevent harming users. It may mean the end of “addictive” features such as infinite scrolling, frequent push notifications, and auto-play videos.

    Regulators also need the tools and power to hold platforms to account.

    That includes financial penalties, more transparent reporting from big tech companies, and taking proactive steps to keep harmful material off these platforms – not just taking down content after the fact.

    Age-checking tech troubles

    Our review did find a small number of reports that recommend barring young people from social media. However, experts questioned the feasibility of age verification technology and raised privacy concerns.

    The federal government has passed the buck to social media companies for actually implementing age verification of users.

    Platforms must take “reasonable steps” to restrict access by under-16s. It is unclear what these steps will be, but the prospect of facial recognition or digital ID checks raises serious privacy concerns.

    Others argue that banning under-16s from social media will drive them to less regulated online spaces, including online forums such as the notorious 4Chan, where some pages have an explicit “no rules” policy.

    It is also important to acknowledge that many young people find important support and communities on social media. Taking away social media may present risks to mental health in these circumstances.

    Listening to young people

    An age ban sounds decisive but comes with its own set of questions.

    In the absence of social media, where do young people questioning their sexual or gender identity go to find information and support? What would a ban mean for young people who engage with news on social media?

    There is little evidence about what impact a ban will have on young people, particularly those from diverse backgrounds.

    What’s more, young people have had minimal input into the policy. They have the insight to offer practical, real-world insights into what works and what does not.

    A blanket ban does nothing to make social media platforms safer for users. It might just delay problems and expose young people to an avalanche of harm when they log on at the age of 16.

    A ban brings its own risks

    The push to ban social media for under-16s is driven by genuine concerns. But unless it is a part of a broader, more thoughtful approach to online safety, it risks doing more harm than good.

    If we want a healthier digital environment, we can’t just lock out young people and hope for the best.

    Vita Pilkington receives funding from the Melbourne Research Scholarship and the Margaret Cohan Research Scholarship, both awarded by the University of Melbourne.

    Zac Seidler has been awarded an NHMRC Investigator Grant. He is also the Global Director of Research with the Movember Institute of Men’s Health. He advises government on men’s health, masculinities, violence prevention and social media policy.

    Jasleen Chhabra does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

    – ref. Banning young people from social media sounds like a silver bullet. Global evidence suggests otherwise – https://theconversation.com/banning-young-people-from-social-media-sounds-like-a-silver-bullet-global-evidence-suggests-otherwise-256587

    MIL OSI Analysis – EveningReport.nz –

    May 16, 2025
  • MIL-OSI USA: Statement from Governor Josh Stein on Proposed Cuts to SNAP

    Source: US State of North Carolina

    Headline: Statement from Governor Josh Stein on Proposed Cuts to SNAP

    Statement from Governor Josh Stein on Proposed Cuts to SNAP
    lsaito
    Thu, 05/15/2025 – 15:42

    Raleigh, NC

    Today Governor Josh Stein released the following statement on proposed federal cuts to the Supplemental Nutrition Assistance Program (SNAP): 

    “SNAP helps 1.4 million North Carolinians put food on the table. Congress’s proposed cuts are unprecedented and would make North Carolina pay up to $700 million to continue current benefits, all so that the wealthiest Americans can receive even bigger tax cuts. If Congress goes forward with these plans, our state will be forced into perilous budget decisions – should North Carolinians lose access to food, or should we get rid of other essential services? I urge our members of Congress to reject this budget proposal so that North Carolina families don’t go hungry.” 

    Currently, the federal government covers 100% of food benefits for SNAP participants. Now, Congress has proposed shifting food benefit costs to states for the first time in the program’s history. North Carolina footing $700 million in SNAP benefits for the first time would be the equivalent of 8,900 K-12 public school teacher positions.

    Four in five families participating in SNAP in NC have either a child, a senior, or an adult with a disability in the household. Each dollar in support for paying for groceries through SNAP frees up household resources for other essential needs like rent, utilities, or child care.

    SNAP contributes nearly $2.8 billion to North Carolina’s economy, and has a multiplier effect, with every $1 invested in SNAP benefits generating between $1.50 and $1.80 for local economies. SNAP cuts would mean people have less to spend at NC’s more than 9,200 SNAP retailers, which would hurt farmers, the larger food distribution pipeline, and local economies overall, especially in rural areas and small towns.    

    SNAP is playing a vital role in supporting western North Carolinians impacted by Hurricane Helene. The 25 western NC counties most impacted by Helene still have higher enrollment in SNAP in April 2025 than they did in September 2024 before the storm hit. Notably, immediately after the storm, SNAP received169,000 applications – the highest number of applications since Hurricane Florence in 2018.

    Last week, Governor Stein sent a letter to Congress laying out the implications for North Carolina if SNAP cuts move forward. Click here to read his letter. 

    Click here to learn more about the impact of proposed SNAP cuts on North Carolina.

    Click here to view county enrollment data for the SNAP program. 

    May 15, 2025

    MIL OSI USA News –

    May 16, 2025
  • MIL-OSI USA: Casten, FSC Ranking Member Waters, and 39 Democratic Members Call out Top U.S. Financial Institutions for Abandoning Commitment to Address Growing Climate Crisis

    Source: United States House of Representatives – Representative Sean Casten (IL-06)

    May 15, 2025

    WASHINGTON, D.C. – Today, Congressman Sean Casten (D-IL), Congresswoman Maxine Waters (D-CA), the top Democrat on the House Financial Services Committee, and 39 other Members sent a letter to the Chief Executive Officers of leading U.S. financial institutions, including Morgan Stanley, JPMorgan Chase, Citigroup, Bank of America, Wells Fargo, Goldman Sachs, Northern Trust, BlackRock, Franklin Templeton Investments, State Street Global Advisors, PIMCO, and Invesco. The letter follows recent decisions by U.S. financial institutions and investment companies to abandon their previous commitments to combat climate change amidst growing political pressure from the Trump Administration and Congressional Republicans.

    In the letter, the lawmakers criticize the companies for withdrawing from several global coalitions of leading companies committed to combating climate change, particularly in light of our nation’s worsening climate crisis. In fact, 2024 was the hottest year on record, with natural disasters increasing in frequency and severity, causing billions in damages. The letter also highlights the past findings of key financial regulators that have repeatedly flagged climate risk as a rising threat to the economy and U.S. financial stability. For example, the Financial Stability Oversight Council identified climate risk in its 2022, 2023, and 2024 reports, urging financial institutions to manage their exposure to climate-related risks. Similarly, in 2023, the Federal Reserve, Federal Deposit Insurance Corporation and Office of the Comptroller of the Currency reaffirmed that climate change poses a significant risk to the stability of financial institutions and the broader economy. 

    “We write to express disappointment over your company’s decision to backtrack on its climate goals in response to political pressure and the influence of fossil fuel special interests. Your organization recently withdrew from a coalition of leading global companies committed to taking significant actions to address the serious financial threats posed by climate change. Ignoring climate change’s destabilizing effects on the economy is not an option,” wrote the lawmakers. “…It bears repeating that climate risk is financial risk, a fact acknowledged by investors, asset managers, businesses, and regulators, including many of your organizations.”

    The lawmakers also underscore the negative consequences of turning a blind eye to their climate commitments which will exacerbate financial risks and as a result, directly affect how investors allocate their funds. 

    “Financial institutions contribute to the emissions of nearly every business sector, making your organization a crucial player in limiting the average global temperature rise and seizing the economic opportunities presented by the transition to a low-carbon economy. Moreover, as top financiers of fossil fuels, a failure to address financed emissions could expose banks to long-term climate impacts, including the risk of stranded assets,” added the lawmakers.

    In closing, the lawmakers emphasize the importance of climate coalitions and commitments, and request the CEOs provide detailed answers by May 29, 2025 to a series of questions, including explanations for their reversal on climate commitments, what they are currently doing to achieve previously stated net-zero carbon emissions goals, and the nature of their correspondence with the Trump Administration.

    See the letter HERE.

    Full list of signers: Representatives: Maxine Waters (D-CA), Sean Casten (D-IL), Yassamin Ansari (D-AZ), Joyce Beatty (D-OH), Donald Beyer (D-VA), Suzanne Bonamici (D-OR), Julia Brownley (D-CA), Kathy Castor (D-FL), Emanuel Cleaver (D-MO), Dwight Evans (D-PA), Cleo Fields (D-LA), Valerie Foushee (D-NC), Jesús García (D-IL), Sylvia Garcia (D-TX), Al Green (D-TX), Jared Huffman (D-CA), Pramila Jayapal (D-WA), Henry Johnson (D-GA), Ro Khanna (D-CA), Summer Lee (D-PA), Ted Lieu (D-CA), Zoe Lofgren (D-CA), Stephen Lynch (D-MA), Seth Magaziner (D-RI), Doris Matsui (D-CA), James McGovern (D-MA), Gwen Moore (D-WI), Jerrold Nadler (D-NY), Eleanor Norton (D-DC), Alexandria Ocasio-Cortez (D-NY), Ilhan Omar (D-MN), Ayanna Pressley (D-MA), Delia Ramirez (D-IL), Janice Schakowsky (D-IL), Rashida Tlaib (D-MI), Jill Tokuda (D-HI), Paul Tonko (D-NY), Juan Vargas (D-CA), Nydia Velázquez (D-NY), Bonnie Watson Coleman (D-NJ), Nikema Williams (D-GA).

    ###

    MIL OSI USA News –

    May 16, 2025
  • MIL-OSI USA: Cassidy, Marshall Introduce Bill to Support Families of Victims Killed by Illegal Immigrants

    US Senate News:

    Source: United States Senator for Louisiana Bill Cassidy
    WASHINGTON – U.S. Senators Bill Cassidy, M.D. (R-LA) and Roger Marshall (R-KS) introduced the Justice for Angel Families Act to allow federal funds to cover medical expenses, lost wages, and funeral costs for families whose loved one has been killed by an illegal immigrant. The bill would also codify the Victims of Immigration Crime Engagement (VOICE) Office at the U.S. Department of Homeland Security (DHS), originally established by President Trump in 2017 and reopened last month by the Trump Administration after the Biden Administration shuttered it. The VOICE Office provides critical services like grief counseling and case follow-ups for victims’ families. This bill would ensure the VOICE Office can never be shut down again.
    “Angel families deserve the same compensation as do angel victims. Perpetrators of crime should compensate the Angel family since the Angel victim can no longer be compensated,”said Dr. Cassidy.
    “President Trump is righting the catastrophic wrongs of the Biden-Harris Administration by restoring law and order, securing our borders, and putting an end to the lawlessness that plagued our nation for too long,”said Senator Marshall. “But for countless Angel Families, the damage is permanent – their loved ones were taken from them because of disastrous open-border policies. I urge my colleagues to join Congressman Nehls and me in delivering justice and ensuring these families receive the resources and support they deserve by passing the Justice for Angel Families Act.”
    The legislation is co-sponsored by U.S. Senators Ted Budd (R-NC) and Kevin Cramer (R-ND).
    “Under the Biden administration’s watch our country faced record levels of illegal immigration that resulted in innocent American lives lost,”said Senator Budd. “Our nation’s Angel Families have faced unimaginable tragedies because of Joe Biden’s senseless open-border policies. Now, we must stand with them – giving them the support and justice they deserve.”
    “Families of victims murdered by illegal immigrants are forced to face unimaginable grief,”said Senator Cramer. “This bicameral bill supports Angel Families by ensuring they have the help and resources they need.”
    U.S. Representative Troy Nehls (R-TX-22) introduced a companion version of this bill in the U.S. House of Representatives.
    “President Trump and his administration are restoring law and order and standing up for American citizens,” said Representative Nehls. “Millions of illegal aliens flooded our country during the Biden Administration, and many of them took the lives of Americans, such as Jocelyn Nungaray, Laken Riley, and Rachel Morin. By codifying the VOICE Office, which was reopened last month by Secretary Noem, no future president can close the office again, ensuring that families that fall victim to illegal alien crimes are supported, not left behind.”
    The legislation is also supported by Advocates for Victims of Illegal Alien Crime, NumbersUSA, and National Immigration Center for Enforcement (NICE).
    “As a nation, we spend hundreds of billions of dollars supporting illegal aliens who have no right to be in our country. Yet the victims of crimes committed by illegal aliens are left to fend for themselves at the worst times in their lives,”said Don Rosenberg, President and Treasurer of Advocates for Victims of Illegal Alien Crime. “Financial compensation will never replace the loss of a loved one, but the “Justice for Angel Families Act” will at least reduce the financial burden faced by those families who have been betrayed by the failure of some in our government to uphold the rule of law.”
    “It’s a shame that our past open border policies have made it necessary and needed to pass legislation to aid Angel families who suffered loss at the hands of illegal immigrants,”said Michael Hough, Director of Federal Government Relations at NumbersUSA. “This legislation will rightfully help those families who have lost their loved ones.”
    “To support angel families – American citizens permanently separated from loved ones due to illegal alien crime – President Trump relaunched the Victims of Immigrant Crime Engagement (VOICE) office,”said RJ Hauman, President of the National Immigration Center for Enforcement (NICE). “Now fully operational again, VOICE is assisting thousands of angel families, connecting them to vital services like grief counseling, tracking their cases, and ensuring criminal aliens responsible for their suffering are arrested, detained, and removed. This stands in stark contrast to the previous administration, which dismantled VOICE, opened our borders, and neglected angel families while policies led to more tragic losses. With Republicans now leading Congress, angel families are no longer ignored. Congressman Nehls and Senator Marshall are championing the Justice for Angel Families Act, reaffirming that their highest duty is to American citizens. This bill honors angel families, ensures their loved ones’ deaths were not in vain, and strengthens our nation’s safety and security. NICE urges everyone to support the Justice for Angel Families Act and calls on Congress to pass it after ICE receives critical resources via reconciliation.”

    MIL OSI USA News –

    May 16, 2025
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