BUDA JUICE, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 BUDA JUICE, INC. (Exact name of registrant as specified in its charter) Delaware 001-43043 46-4069365 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 4030 Black Gold Drive Dallas , TX 75247 (Address of Principal Executive Offices) (Former name or former address, if changed since last report) (214) 308-5003 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on which registered Common Stock, par value $0.001 BUDA NYSE American Common Stock, par value $0.001 BUDA NYSE Texas, Inc. Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Emerging Growth Company ☒ Non-accelerated filer ☒ Smaller reporting company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ As of August 14, 2026, there were 12,566,666 shares of the registrant’s common stock outstanding. Table of Contents PART I – FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited): Condensed Balance Sheets. F-1 Condensed Statements of Operations. F-2 Condensed Statements of Stockholders’ and Members’ Equity. F-3 Condensed Statements of Cash Flows. F-4 Notes to Condensed Financial Statements. F-5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 3 Item 3. Quantitative and Qualitative Disclosures about Market Risk. 6 Item 4. Controls and Procedures. 6 PART II – OTHER INFORMATION 7 Item 1. Legal Proceedings. 7 Item 1A. Risk Factors. 7 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 7 Item 3. Defaults upon Senior Securities. 7 Item 4. Mine Safety Disclosures. 7 Item 5. Other Information. 7 Item 6. Exhibits. 8 SIGNATURES 9 2 Table of Contents Buda Juice, Inc. Condensed Balance Sheets (in thousands) As of June 30, 2026 As of December 31, 2025 (Unaudited) ASSETS Current assets Cash and cash equivalents $ 18,819 $ 1,840 Accounts receivable 1,359 386 Accounts receivable - related party 499 - Accounts receivable 499 - Inventory 613 348 Prepaid expenses and other current assets 271 645 Total current assets 21,561 3,219 Property and equipment, net of accumulated depreciation of $ 2,216 and $ 2,096 , respectively 1,544 976 Operating lease right-of-use asset 703 775 Total assets $ 23,808 $ 4,970 LIABILITIES AND STOCKHOLDERS’ AND MEMBERS’ EQUITY Current liabilities: Accounts payable $ 737 $ 289 Accounts payable - related party 455 - Accounts payable 455 - Other current liabilities 82 161 Operating lease liability, current portion 144 135 Total current liabilities 1,418 585 Operating lease liability, net of current portion 573 647 Deferred income tax liability 182 - Total long-term liabilities 755 647 Total liabilities 2,173 1,232 Stockholders’ and Members’ Equity Members’ equity - 2,554 Preferred stock, $ 0.001 par value; 10,000 shares authorized; 0 shares issued; 0 shares outstanding - - Common stock, $ 0.001 par value — 90,000 shares authorized; 13,067 shares issued; 12,567 shares outstanding 13 - Additional paid-in capital 23,330 - Less: Treasury stock ( 3,750 ) - Retained earnings 2,042 1,184 Total stockholders’ and members’ equity 21,635 3,738 Total liabilities and stockholders’ and members’ equity $ 23,808 $ 4,970 See accompanying notes to the unaudited condensed financial statements F- 1 Table of Contents Buda Juice, Inc. Condensed Statements of Operations (Unaudited, in thousands, except per share amounts) 2026 2025 2026 2025 Three Months Ended June 30 Six Months Ended June 30 2026 2025 2026 2025 Net sales $ 4,508 $ 3,567 $ 8,016 $ 6,547 Cost of goods sold 2,857 1,900 4,979 3,542 Gross profit 1,651 1,667 3,037 3,005 Operating expenses: Delivery and handling expense 152 145 282 273 Selling, general and administrative expense 1,055 378 1,718 785 Total operating expenses 1,207 523 2,000 1,058 Income from operations 444 1,144 1,037 1,947 Other income 6 22 23 22 Interest income, net 149 13 286 26 Net income before income tax 599 1,179 1,346 1,995 Income tax expense 129 9 488 18 Net income $ 470 $ 1,170 $ 858 $ 1,977 Net income per share - Basic $ 0.04 - $ 0.07 - Weighted average shares outstanding - Basic 12,567 - 12,428 - Net income per share - Diluted $ 0.04 - $ 0.07 - Weighted average shares outstanding - Diluted 12,873 - 12,719 - See accompanying notes to the unaudited condensed financial statements F- 2 Table of Contents Buda Juice, Inc. Condensed Statements of Stockholders’ and Members’ Equity (Unaudited, in thousands) Members’ Equity Accumulated Income / (Deficit) Total Members’ Equity BALANCE – January 1, 2025 - - 5,505 - - ( 2,349 ) 3,156 Net Income - - - 807 807 Distributions ( 1,438 ) ( 1,438 ) BALANCE – March 31, 2025 - - $ 4,067 - - $ ( 1,542 ) $ 2,525 Net income - 1,170 1,170 Distributions - - ( 310 ) - - - ( 310 ) BALANCE – June 30, 2025 - - $ 3,757 - - $ ( 372 ) $ 3,385 Shares Amount Capital Stock Earnings Equity Common Stock Additional Paid-In Treasury Retained Total Stockholders’ Shares Amount Capital Stock Earnings Equity BALANCE – January 1, 2026 10,000,000 $ 10 $ 2,544 - 1,184 $ 3,738 Issuance of common stock in initial public offering 2,666,667 3 20,813 - - 20,816 Redemption of common stock in connection with initial public offering - - - ( 3,750 ) - ( 3,750 ) Issuance of common stock in underwriters’ over-allotment option 399,999 - 3,000 - - 3,000 Offering costs related to initial public offering and over-allotment, including warrant fair value (1) - - ( 3,165 ) - - ( 3,165 ) Net income - - 388 388 BALANCE – March 31, 2026 13,066,666 $ 13 $ 23,192 $ ( 3,750 ) $ 1,572 $ 21,027 BALANCE 13,066,666 $ 13 $ 23,192 $ ( 3,750 ) $ 1,572 $ 21,027 Offering costs related to initial public offering (1) - - ( 75 ) - - ( 75 ) Stock-based compensation (RSUs) 213 213 Net Income - - - - 470 470 BALANCE – June 30, 2026 13,066,666 $ 13 $ 23,330 $ ( 3,750 ) $ 2,042 $ 21,635 BALANCE 13,066,666 $ 13 $ 23,330 $ ( 3,750 ) $ 2,042 $ 21,635 (1) Out-of-period adjustment to offering costs See accompanying notes to the unaudited condensed financial statements F- 3 Table of Contents Buda Juice, Inc. Condensed Statements of Cash Flows (Unaudited, in thousands) June 30, 2026 June 30, 2025 Six Months Ended June 30, 2026 June 30, 2025 Cash flows from operating activities Net income $ 858 $ 1,977 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 120 156 Amortization of right to use asset 72 50 Stock-based compensation 213 - Deferred income taxes 182 - Changes in assets and liabilities: Accounts receivable ( 1,472 ) ( 105 ) Inventory ( 165 ) ( 109 ) Prepaid expenses and other current assets 374 ( 146 ) Accounts payable and other current liabilities 823 68 Payments on operating lease obligations ( 65 ) ( 58 ) Net cash provided by operating activities 940 1,833 Cash flows from investing activities Capital spending of property and equipment ( 688 ) ( 270 ) Acquisition of related party asset group ( 100 ) - Net cash used for investing activities ( 788 ) ( 270 ) Cash flows from financing activities Proceeds from initial public offering 23,000 - Payments of underwriting discounts and offering costs ( 2,423 ) - Redemption of common stock ( 3,750 ) - Cash distributed to owners - ( 1,748 ) Net cash provided by (used in) financing activities 16,827 ( 1,748 ) Net change in cash and cash equivalents 16,979 ( 185 ) Cash and cash equivalents at beginning of period 1,840 1,887 Cash and cash equivalents at end of period $ 18,819 $ 1,702 Supplemental disclosures of cash flow information: Cash paid for interest $ - $ - Cash paid for taxes $ 358 $ - See accompanying notes to the unaudited condensed financial statements F- 4 Table of Contents BUDA JUICE, INC. NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS AS OF AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Buda Juice, Inc. (the Company) was originally formed as a limited liability company, Buda Juice LLC (the “Predecessor”), in Dallas, Texas, under the laws of the State of Texas in October 2013. On January 1, 2026, the Company completed a statutory conversion (the “Conversion”) from a Texas limited liability company into a Delaware corporation, Buda Juice, Inc. (the “Successor”), and elected to be taxed as a C corporation for U.S. federal income tax purposes. After the Conversion, Buda Juice, Inc. exists as a Delaware corporation, continuing as the same entity for all legal purposes, with all of rights, privileges, and obligations of the Buda Juice, LLC preserved without the need to wind up its affairs. The Company’s unaudited condensed financial statements reflect a Predecessor/Successor presentation due to the statutory conversion of the Company from a limited liability company to a corporation on January 1, 2026. ● Financial statements for periods prior to January 1, 2026, reflect the historical results of operations, financial position, and cash flows of the Predecessor company when it operated as a limited liability company. As a limited liability company, it was treated as a partnership for U.S. federal and certain state income tax purposes. Accordingly, the Company was not subject to U.S. federal income taxes during the periods presented prior to January 1, 2026, and no provision for income taxes has been recorded in those periods. Income or loss was includable in the tax returns of the Company’s members based upon their respective ownership interests. ● Financial statements for periods on and after January 1, 2026 reflect the results and operations, financial position, and cash flows of the Successor company as a corporation. On January 9, 2026, the Company completed its initial public offering (“IPO”) and its common stock began trading on the NYSE American under the ticker “BUDA”. The Company operates in a highly competitive beverage industry, focused on fresh, cold-crafted juice production for business-to-business (B2B) distribution. The Company mostly utilizes third-party delivery systems and serves primarily large, national chain grocery stores. F- 5 Table of Contents 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s unaudited condensed financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, which includes additional information on our significant accounting policies outlined in Note 2 – Summary of Significant Accounting Policies, as well as the methods and assumptions used in our estimates for the years ended December 31, 2025 and 2024. The balance sheet as of December 31, 2025, was derived from the Company’s audited 2025 financial statements. The results of operations for the six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the full year ended December 31, 2026. The accompanying financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements. Cash and Cash Equivalents Cash and cash equivalents include all short-term, highly liquid instruments with original maturities of three months or less at the time of purchase. Our cash accounts are maintained at various high-credit-quality financial institutions and may exceed federally insured limits. We have not experienced any losses in such accounts. As of June 30, 2026, cash balances exceeded the Federal Deposit Insurance Corporation (FDIC) insured limits by approximately $ 18,583 . The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk with respect to its cash balances. Fair Value Measurements We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in our financial statements. We categorize assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. The three levels of the hierarchy are defined as follows: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are both unobservable and significant to the overall fair value measurements reflecting an entity’s estimates of assumptions that market participants would use in pricing the asset or liability. F- 6 Table of Contents Our balance sheets include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, for which the carrying amounts approximate fair value due to their short-term maturity. As of the reporting date, the Company did not have any financial instruments measured at fair value on a recurring basis or any variable-rate credit facilities. IPO and related transactions On January 9, 2026, the Company completed its IPO of 2,666,667 shares of common stock at a public offering price of $ 7.50 per share. In connection with the IPO, the Company received gross proceeds of $ 20,000,003 . Concurrently with the closing of the IPO, the Company used a portion of the IPO proceeds to redeem 500,000 shares of its outstanding common stock for cash at a redemption price of $ 7.50 per share, for an aggregate payment of $ 3,750,000 (the “Redemption”). The redeemed shares were moved to treasury stock upon redemption therefore remain issued but are no longer outstanding. On January 20, 2026, the underwriter exercised its right to issue an additional 15% of shares issued, or 399,999 shares, with gross proceeds to the Company of $ 2,999,993 . Earnings Per Share Basic earnings per share (“EPS”) is calculated by dividing net income (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Diluted EPS is computed by including both the weighted average number of shares outstanding and any dilutive common share equivalents in the denominator. Prior to the Company’s initial public offering and conversion to a C-Corporation, the Company operated as a limited liability company. As a result, the Company did not have any shares of common stock outstanding during the six months ended June 30, 2025. Accordingly, basic and diluted EPS have not been presented for the prior-year period. The Company has outstanding warrants to purchase 306,667 shares of common stock, which are excluded from basic EPS and included in diluted EPS using the treasury stock method, if dilutive. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income per common share (in thousands, except per share data): SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED June 30, 2026 June 30, 2025 For the Six Months Ended June 30, 2026 June 30, 2025 (in thousands) Numerator: Net Income $ 858 1,977 Effective of dilutive securities - - Dilutive net income 858 1,977 Denominator: Weighted average common shares outstanding – basic 12,428 - Dilutive securities (i) : - - Warrants (i) 291 - Restricted stock units (i) - - Weighted average common shares outstanding and assumed conversion - diluted (i) 12,719 - Basic net income per common share $ 0.07 - Diluted net income per common share $ 0.07 - (i) Anti-dilutive securities excluded Stock-based Compensation On February 4, 2026, the Board approved the 2025 Executive Incentive Award Plan (the “2025 Equity Plan”). Effective April 1, 2026, the Company granted restricted stock units (“RSU’s”) to certain directors, officers, employee’s, and strategic consultants that will begin to vest on January 7, 2027 according to the award vesting schedule, generally in equal installments over a maximum of three years. F- 7 Table of Contents The grant-date fair value of the RSUs was determined based on the closing market price of the Company’s common stock on April 1, 2026 of $ 10.50 per share. Total grant-date fair value associated with the award was approximately $ 15,854 (in thousands). The Company recognizes stock-based compensation expense for RSU awards on a straight-line basis over the requisite service period. During the three and six months ended June 30, 2026, the Company recognized stock-based compensation expense related to this award of $ 213 . As of June 30, 2026, unrecognized compensation cost related to unvested RSUs was $ 15,642 , which is expected to be recognized over a weighted-average period of approximately 2.5 years (in thousands). Segment Information The Company operates as a 1 single reportable segment under ASC 280, Segment Reporting. The Company’s chief operating decision maker (CODM) is the Board of Directors (BOD), which includes the chief executive officer and executive chairman of the BOD. The CODM reviews financial information on a basis for purposes of allocating resources and evaluating financial performance. The Company derives revenues primarily from its product line of cold-crafted citrus-based beverages, which are mostly sold directly to large grocery chains via third party delivery services. Factors Used to Identify Reportable Segments The Company has one reportable segment, as business activities are managed on a consolidated basis. Revenues are derived exclusively in the United States. Measurement of Segment Profit or Loss The accounting policies of the segment are consistent with those described in Note 2 (Summary of Significant Accounting Policies). The CODM assesses performance and allocates resources based on net income, which is the same as net income reported in the statements of operations. The CODM uses net income to evaluate return on assets, decide on reinvestments or dividends, monitor budget versus actual results, and benchmark against competitors. This measure also informs management compensation decisions. The Company does not have intra-entity sales or transfers. Segment Information The following table presents information about reported segment revenue, significant segment expenses, and profit or loss for the six months ended June 30, 2026 and 2025: SCHEDULE OF REPORTED SEGMENT REVENUE, SIGNIFICANT SEGMENT EXPENSES, AND PROFIT OR LOSS 2026 2025 2026 2025 Three Months Ended June 30 Six Months Ended June 30 2026 2025 2026 2025 Revenue $ 4,508 $ 3,567 $ 8,016 $ 6,547 Significant Expenses: Cost of goods sold 2,857 1,900 4,979 3,542 Delivery and handling 152 145 282 273 Salaries and employee benefits 195 135 374 223 Stock-based compensation 213 - 213 - Depreciation expense 62 70 120 156 Insurance expense 62 9 129 25 Facilities related expense 24 42 85 104 Lease expense 96 41 191 82 Professional fees 176 44 336 80 Marketing and promotional 160 24 182 54 Interest (income) ( 149 ) ( 11 ) ( 286 ) ( 26 ) Income tax expense 129 9 488 18 Other expense / (income) 61 ( 9 ) 65 39 Net income (segment profit) $ 470 $ 1,170 $ 858 $ 1,977 The segment’s net income reconciles directly to the Company’s net income, with no adjustments required. Segment assets are measured as total assets, which were $ 23,808 as of June 30, 2026, and $ 4,970 as of December 31, 2025 (in thousands). F- 8 Table of Contents Revenues by Product or Service Although the Company operates in one segment, revenues from external customers are disaggregated by major product lines as follows: SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS Revenue Source 2026 2025 2026 2025 Three Months Ended June 30 Six Months Ended June 30 Revenue Source 2026 2025 2026 2025 (in thousands) Branded $ 2,118 $ 1,867 $ 3,868 $ 3,623 Private Label/Other 2,390 1,700 4,148 2,924 Total Revenue $ 4,508 $ 3,567 $ 8,016 $ 6,547 Geographic Information Revenues are attributed to geographic areas based on customer location. Long-lived assets are attributed based on physical location. All revenues and assets as are derived in the United States and are presented as such in the statements of operations and balance sheets. Major Customers For the six months ended June 30, 2026 and 2025, revenues from one customer represented approximately $ 7,145 ( 90 % of total revenues) and $ 6,341 ( 97 % of total revenues), respectively. No other customer accounted for 10% or more of total revenues. Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued guidance to improve the disclosure of expenses in commonly presented expense captions. The new guidance requires a public entity to provide tabular disclosure, on an annual and interim basis, of amounts for the following expense categories: (1) purchases of inventory, (2) employee compensation, (3) depreciation and (4) intangible asset amortization, as included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement that contains any of the expense categories noted. Additionally, on an annual and interim basis, a qualitative description is required for amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The guidance also requires certain amounts that are currently required to be disclosed to be included in the same tabular disclosure as these disaggregation requirements. Furthermore, on an annual and interim basis, a public entity is required to separately disclose selling expenses and annually, disclose a description of the selling expenses. The guidance is effective for 2027 annual reporting, and in the first quarter of 2028 for interim reporting, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. We will adopt the guidance when it becomes effective, in our 2027 annual reporting and each quarter thereafter, on a prospective basis. In December 2023, the FASB issued guidance to enhance transparency of income tax disclosures. On an annual basis, the new guidance requires a public entity to disclose: (1) specific categories in the rate reconciliation, (2) additional information for reconciling items that are equal to or greater than 5% of the amount computed by multiplying income (or loss) from continuing operations before income tax expense (or benefit) by the applicable statutory income tax rate, (3) income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, with foreign taxes disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5% of total income taxes paid, (4) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (5) income tax expense (or benefit) from continuing operations disaggregated between federal (national), state and foreign. The guidance is effective for fiscal year 2025 annual reporting, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. The Company is subject to the provisions of ASC 740, Income Taxes, however, because the Company was a pass-through entity as of December 31, 2025, the disclosures required by ASU 2023-09 related to income tax expense, effective tax rate reconciliation, and cash taxes paid are not applicable. However, the Company will adopt the guidance in our future reporting due to the statutory conversion to a C-Corp effective January 1, 2026. F- 9 Table of Contents 3. ACCOUNTS RECEIVABLE AND CREDIT RISK (ASC 326) Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company evaluates the collectability of its accounts receivable on an ongoing basis. As of June 30, 2026, management determined that all receivables were fully collectible; therefore, no allowance for doubtful accounts has been recorded. For the six months ended June 30, 2026 and 2025, the Company derived a significant portion of its revenue from a limited number of customers which is disclosed in Note 2 – Segment Information. The Company does not require collateral and maintains credit policies intended to reduce overall credit risk. Management monitors customer creditworthiness and believes the concentration does not represent a significant credit risk due to the financial strength of these customers and their payment history. Allowance for Credit Losses Customer accounts receivable are stated at the amount management expects to collect on balances. The Company accounts for credit losses in accordance with ASC Topic 326, Financial Instruments – Credit Losses (“ASC Topic 326”). ASC 326 impacts the impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss (“CECL”) methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. The Company has the ability to determine if there are no expected credit losses in certain circumstances. We evaluate the credit worthiness of our portfolio on an individual loan basis and on a portfolio basis. The allowance is subjective as it requires material estimates, including such factors as historical trends, known and inherent risks in the loan portfolio, adverse situations that may affect borrowers’ ability to repay and current economic conditions. Other qualitative factors considered may include items such as uncertainties in forecasting and modeling techniques, changes in portfolio composition, business conditions and emerging trends. Recovery of the carrying value of loans is dependent to a great extent on conditions that may be beyond our control. Any combination of the aforementioned factors may adversely affect our loan portfolio resulting in increased delinquencies and loan losses and could require additional provisions for loan losses, which could impact future periods. Credit Risk Credit risk is the risk of financial loss if a customer or counterparty fails to meet its contractual obligations. The Company manages this risk by performing credit evaluations of its customers and maintaining an ongoing review of their financial condition. Based on its review, management believes that credit risk is minimal and collection of outstanding receivables is probable. As of June 30, 2026, accounts receivable totaled $ 1,359 (in thousands). 4. INVENTORY Inventories, net consist of the following: SCHEDULE OF INVENTORIES June 30, 2026 December 31, 2025 (in thousands) Raw materials and packaging $ 613 $ 311 Finished goods - 37 Total inventory $ 613 $ 348 F- 10 Table of Contents 5. PROPERTY AND EQUIPMENT Property and equipment are comprised of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2026 December 31, 2025 (in thousands) Machinery and equipment $ 927 $ 679 Leasehold improvements 488 482 Furniture and fixtures 1,847 1,837 Vehicles 52 52 Construction in process 446 22 Total cost 3,760 3,072 Accumulated depreciation and amortization ( 2,216 ) ( 2,096 ) Net book value $ 1,544 $ 976 Depreciation expense for the six months ended June 30, 2026, and 2025 was $ 120 and $ 156 , respectively. During the six months ended June 30, 2026 and for the year ended December 31, 2025, we disposed of $ 26 and $ 7 , respectively, with no net proceeds. 6. LINE OF CREDIT AGREEMENT The Company’s credit facility consists of a financing agreement (“the Agreement) with Zions Bancorporation, N.A., doing business as Amegy Bank (“Amegy”), for a revolving line of credit. On July 9, 2025, the Agreement was amended to extend the maturity to July 8, 2026 . Interest on borrowings is variable, based on the Prime Rate as published in The Wall Street Journal, and was 7.50 % per annum as of the amendment date. On May 19, 2026, the Agreement was amended to extend the maturity to July 8, 2028 . Interest on borrowings is variable, based on the Prime Rate as published in The Wall Street Journal, and was 6.75 % per annum as of the amendment date. As of June 30, 2026, there were no outstanding borrowings, and the full $ 3,000 remains available under the line of credit. 7. LEASES The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company leases its corporate office and warehouse facilities under a non-cancellable operating lease agreement. The lease commenced on February 7, 2020, for a facility located at Dallas, Texas, comprising approximately 21,476 square feet. Leases with an initial term of 12 months or less are not included on the balance sheets. On February 2, 2025, the Company entered into a First Amendment to its existing lease agreement for its corporate headquarters and production plant located in Dallas, Texas. The amendment extends the lease term for an additional 60 months beginning August 1, 2025 and adds approximately 16,380 square feet of adjacent space, bringing the total leased premises to approximately 37,856 square feet. The amendment includes annual base rent increases ranging, in thousands, from $ 16 to $ 18 per month over the extended term and provides for two additional 60 -month renewal options. F- 11 Table of Contents In accordance with ASC 842, the Company recognizes a right-of-use (ROU) asset and corresponding lease liability for its operating lease based on the present value of future lease payments over the lease term, discounted using the Company’s incremental borrowing rate. On the effective date of the lease, the Company recognized an ROU asset and a corresponding lease liability of approximately $ 833 . At lease commencement, the applicable discount rate was 7.60 %. Lease expense is recognized on a straight-line basis over the lease term. The lease terminates in July 2030. SCHEDULE OF LEASE June 30, 2026 December 31, 2025 Weighted-average remaining lease term 49 months 55 months Weighted-average discount rate 7.60 % 7.60 % As of June 30, 2026, and December 31, 2025 operating lease liabilities pertaining to its office and warehouse facility totaled $ 717 and $ 782 , respectively. As of June 30, 2026 and December 31, 2025, the Company recognized the following related to its operating lease: SCHEDULE OF OPERATING LEASE Description June 30, 2026 December 31, 2025 (in thousands) Lease expense $ 191 $ 254 ROU asset – gross 834 833 Less: Accumulated amortization ( 131 ) ( 58 ) ROU asset – net $ 703 $ 775 Lease liability - current 144 135 Lease liability – non-current 573 647 Amortization of right-of-use assets for the three months ended June 30, 2026, and 2025 as $ 36 and $ 25 , respectively. Future minimum lease payments under the non-cancellable operating lease as of June 30, 2026 and December 31, 2025, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Year June 30, 2026 December 31, 2025 (in thousands) 2026 $ 96 $ 190 2027 197 197 2028 205 205 2029 213 213 2030 128 128 Total lease payments 839 933 Less: imputed interest ( 122 ) ( 151 ) Present value of lease liability $ 717 $ 782 8. MEMBERS’ AND STOCKHOLDERS’ EQUITY Statutory Conversion of Members’ Equity Immediately prior to the Conversion, the members’ equity of the limited liability company consisted of members’ capital accounts. In connection with the statutory conversion on January 1, 2026: ● All outstanding membership interests were converted, on an approximately 3.333 to 1 basis, into shares of the Company’s common stock in accordance with the conversion agreement; ● Members’ equity of the Predecessor entity was reclassified into common stock and additional paid-in-capital of the Successor corporation; ● No consideration was exchanged and no change in the economic interests of the owners occurred as a result of the Conversion As the Conversion was treated as a capital reorganization, total equity immediately before and after the Conversion was unchanged. F- 12 Table of Contents Comparative Equity Presentation The condensed balance sheets as of June 30, 2026 and December 31, 2025 present equity based on the Company’s legal form as of each date. Accordingly: ● The balance sheet as of December 31, 2025 reflects members’ equity of the limited liability company; and ● The balance sheet as of June 30, 2026 reflects stockholders’ equity of the corporation, including common stock, additional paid-in-capital, treasury stock, and retained earnings. During the three months ended June 30, 2026, the Company recorded an out-of-period adjustment to record $ 75 of original listing fees incurred in connection with its January 2026 initial public offering that had not been recorded in the prior period. The adjustment reduced additional paid-in capital and increased other current liabilities by $ 75 . The adjustment had no effect on net income, earnings per share, or cash flows for any period presented. Management evaluated the effect of the error on the condensed consolidated financial statements as of and for the three months ended March 31, 2026, and on the current period, and concluded that it was not material to any period (in thousands). Warrants Representatives warrants In connection with the Company’s January 9, 2026, initial public offering, the Company issued representative warrants to the underwriter to purchase up to 10% of the IPO common shares issued at an exercise price of $ 9.375 per share. Therefore, on January 9, 2026, 266,667 shares were issued in connection with the IPO and an additional 40,000 shares on January 20, 2026, when the over-allotment option was exercised. The warrants become exercisable beginning July 7, 2026 and expire on January 7, 2031. The warrants are classified as equity and were measured at fair value on the issuance date using the Black-Scholes option pricing model. The warrants were valued at $ 2.66 per warrant, with the aggregate fair value of $ 816 thousand recorded as an offering cost and reflected as a reduction to additional paid in capital. The warrants are not subject to subsequent remeasurement. The warrants may be exercised on a cash or cashless basis and were considered potentially dilutive for purposes of diluted earnings per share in accordance with ASC 260. Consultant warrants In November 2025, the Company entered into a consulting agreement with a strategic provider which provided for the issuance of up to 25,000 warrants to purchase shares of the Company’s common stock, subject to approval the Company’s Board of Directors. On March 25, 2026, the Board approved the issuance of these warrants. The warrants have a contractual term of three years from the date of issuance, include a cashless exercise feature, and are subject to a one-year lock-up period. The warrants have an exercise price equal to 125 % of the Company’s initial public offering price for the initial tranche and 125 % of the volume-weighted average price of the Company’s common stock for a specific look-back period for any renewal tranche. The warrants vest over time and include accelerated vesting upon a change in control, as defined in the agreement. The warrants are classified as equity and will be measured at fair value on their issuance date, with such fair value recognized as share-based compensation expense over the requisite service period. 9. INCOME TAXES Buda Juice, Inc. is a corporation for U.S. federal income tax purposes, incorporated in the State of Delaware. Prior to its conversion to a C-corporation on January 1, 2026, the Company operated as a limited liability company treated as a partnership for U.S. federal and state income tax purposes. Accordingly, its income tax liabilities and/or benefits were passed through to its unitholders, except for Texas, where the Company was subject to the Texas margin (franchise) tax. The Company recognized income tax expense of $ 488 and $ 18 for the six months ended June 30, 2026 and 2025, respectively. The effective tax rates for the six months ended June 30, 2026 and 2025 were 36.23 % and 0.90 %, respectively. The Company’s federal and state statutory tax rate, net of the federal benefit, was approximately 21 %. The variance between the Company’s effective tax rate and the statutory tax rate was primarily attributable to the discrete recognition of deferred tax expense on January 1, 2026, upon the Company’s conversion to a C-corporation. F- 13 Table of Contents In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. At December 31, 2025, the Company did not have any deferred tax balances due to its treatment as a pass-through entity. Effective January 1, 2026, the Company recorded a deferred tax liability of approximately $ 182 , primarily related to book and tax differences in fixed assets upon conversion to a C-corporation. For the three months ended June 30, 2026, the Company was in a cumulative income position and projects net income for the full year 2026. In addition, there are no deferred tax assets subject to expiration. Therefore, the Company did not record a valuation allowance against its net deferred tax assets as of June 30, 2026. The Company will continue to assess the realizability of its deferred tax assets. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which includes provisions such as immediate expensing of domestic research and experimental expenditures and 100% bonus depreciation for certain qualified property. The Company evaluated the impact of the OBBBA provisions on its income tax provision and overall tax position and determined that the impact primarily relates to timing differences and is not material to the Company’s financial statements. 10. RELATED PARTY TRANSACTIONS On May 15, 2026, the Company acquired the private-label fresh ranch dressing business and inventory of Texas Harvest, LLC’s (“Texas Harvest”), a related party, for cash consideration of $ 100,000 . The Company assumed no liabilities and accounted for the transaction as an asset acquisition, allocating the entire purchase price to inventory. The related party nature is a result of two members of the Company’s Board of Directors being principals of Texas Harvest . Those board members recused themselves from the Board’s consideration of the transactions, which were reviewed and approved by a Committee of Disinterested Directors due to the related-party nature of the transactions. Concurrently with the acquisition, the Company entered into a Co-Pack Manufacturing Agreement with Texas Harvest, LLC, (the “Manufacturer”), under which the Manufacturer produces the Company’s products on a non-exclusive, interim basis for a fee equal to the Manufacturer’s direct manufacturing cost plus a markup, with materials billed at actual cost. Manufacturing fees are recognized in cost of goods sold. Amounts due from the Manufacturer for customer proceeds collected on the Company’s behalf and not yet remitted are presented as “Due from related party.” Related party balances as of June 30, 2026 were $ 499 of accounts receivable and $ 455 of accounts payable (amounts in thousands). 11. SUBSEQUENT EVENTS The Company evaluated subsequent events through August 14, 2026, the date the condensed financial statements were available to be issued, and has no reportable subsequent events. F- 14 Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed financial statements and the related notes to those statements included under Item 1 of this Quarterly Report on Form 10-Q. For purposes of this section, “Buda Juice”, the “Company”, “we”, or “our” refer to Buda Juice, Inc. and its subsidiaries, unless the context otherwise requires. Certain figures have been rounded for ease of presentation and may not sum due to rounding. Cautionary Note Regarding Forward-Looking Statements This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements based upon current beliefs, plans, and expectations that involve risks, uncertainties, and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q. You should carefully read the “Risk Factors” section to understand the important factors that could cause actual results to differ materially from our forward-looking statements. Results of Operations for the Three and Six Months Ended June 30, 2026, and 2025 The following table summarizes our results of operations for the three and six months ended June 30, 2026 and 2025, respectively: Three Months Ended June 30, Change Six Months Ended June 30, Change 2026 2025 Amount Percentage 2026 2025 Amount Percentage (in thousands) (in thousands) (in thousands) (in thousands) Net sales $ 4,508 $ 3,567 $ 941 26.4 % $ 8,016 $ 6,547 $ 1,469 22.4 % Cost of goods sold 2,857 1,900 957 50.4 % 4,979 3,542 1,437 40.6 % Gross profit $ 1,651 $ 1,667 $ (16 ) -1.0 % $ 3,037 $ 3,005 $ 32 1.1 % Operating expenses: Delivery and handling 152 145 7 4.8 % 282 273 9 3.3 % Selling, general and administrative 1,055 378 677 179.1 % 1,718 785 933 118.9 % Total operating expenses $ 1,207 $ 523 $ 684 130.8 % $ 2,000 $ 1,058 $ 942 89.0 % Income from operations $ 444 $ 1,144 $ (700 ) -61.2 % $ 1,037 $ 1,947 $ (910 ) -46.7 % Other income (expense): Other income 6 22 (16 ) -72.7 % 23 22 1 4.5 % Interest income / (expense) 149 13 136 1046.2 % 286 26 260 1000.0 % Income tax expense 129 9 120 1333.3 % 488 18 470 2611.1 % Net income $ 470 $ 1,170 $ (700 ) -59.8 % $ 858 $ 1,977 $ (1,119 ) -56.6 % For the three months ended June 30, 2026 and 2025, the Company reported net income of approximately $470 and $1,170, respectively. For the six months ended June 30, 2026 and 2025, the Company reported net income of approximately $858 and $1,977, respectively (amounts in thousands). Net Sales : Net sales increased $941, or 26.4%, to $4,508 thousand from $3,567 for the three months ended June 30, 2026 and 2025. The core beverage business continued same store organic growth, supplemented by partial quarter contributions from two initiatives launched during the quarter: the distribution of Buda Fresh into Wal-Mart across 9 states and a small, cash-funded asset acquisition in freshly prepared dressings. For the six months ended June 30, 2026 and 2025, the Company reported net sales of approximately $8,016 and $6,547, respectively (amounts in thousands). 3 Table of Contents Gross Profit Three Months Ended June 30, Change Six Months Ended June 30, Change 2026 2025 Amount Percentage 2026 2025 Amount Percentage (in thousands) (in thousands) (in thousands) (in thousands) Cost of goods sold $ 2,857 $ 1,900 $ 957 50.4 % $ 4,979 $ 3,542 $ 1,437 40.6 % Gross profit 1,651 1,667 (16 ) -1.0 % 3,037 3,005 32 1.1 % Gross margin (percentage of net sales) 36.6 % 46.7 % 37.9 % 45.9 % Gross Profit: Gross profit margin was 36.6% and 46.7% for the three months ended June 30, 2026 and 2025, respectively. This decrease was driven by higher inbound freight costs resulting from diesel-price volatility, interim third-party co-packing arrangement supporting our new dressings business, as well as from elevated produce costs carried over from the first quarter, which have returned to normalized levels. For the six months ended June 30, 2026 and 2025, gross profit margin was 37.9% and 45.9%, respectively. This decrease was mostly driven by the aforementioned factors. Operating Expenses Three Months Ended June 30, Change Six Months Ended June 30, Change 2026 2025 Amount Percentage 2026 2025 Amount Percentage (in thousands) (in thousands) (in thousands) (in thousands) Delivery and handling expense $ 152 $ 145 $ 7 4.8 % $ 282 $ 273 $ 9 3.3 % Selling, general and administrative 1,055 378 677 179.1 % 1,718 785 933 118.9 % Total operating expenses $ 1,207 $ 523 $ 684 130.8 % $ 2,000 $ 1,058 $ 942 89.0 % Delivery and Handling Expense: Delivery and handling expense was essentially flat, with a small increase of $7 thousand, or 4.8%, to $152 thousand for the three months ended June 30, 2026 from $145 thousand for the three months ended June 30, 2025. For the six months ended June 30, 2026 and 2025, delivery and handling expense was $282 thousand and $273 thousand, respectively, an increase of $9 thousand, or 3.3%. Selling, General and Administrative Expenses: Selling, general, and administrative expense increased by $677 thousand, or 179.1%, to $1,055 thousand for the three months ended June 30, 2026, from $378 thousand for the three months ended June 30, 2025. For the six months ended June 30, 2026 and 2025, selling, general and administrative expense was $1,718 thousand and $785 thousand, respectively, an increase of $933 thousand, or 118.9%. These increases are mostly due to the additional expenses required as a public company, as well as stock-based compensation, none of which were present on a comparable basis during the prior-year period. Other Income / (Expense), Net Three Months Ended June 30, Change Six Months Ended June 30, Change 2026 2025 Amount Percentage 2026 2025 Amount Percentage (in thousands) (in thousands) (in thousands) (in thousands) Other income $ 6 $ 22 $ (16 ) -72.7 % $ 23 $ 22 $ 1 4.5 % Interest income 149 13 136 1046.2 % 286 26 260 1000.0 % Total other income $ 155 $ 35 $ 120 342.9 % $ 309 $ 48 $ 261 543.8 % Other income : Other income was $6 thousand for the three months ended June 30, 2026, an immaterial decrease of $16 from the three months ended June 30, 2025. Other income was $23 thousand for the six months ended June 30, 2026, an immaterial increase of $1 from the six months ended June 30, 2025. Interest income : Interest income was $149 thousand for the three months ended June 30, 2026, an increase of $136 thousand from the three months ended June 30, 2025. Interest income was $286 thousand for the six months ended June 30, 2026, an increase of 260 thousand from the six months ended June 30, 2025. These increases are a result of an increased investable cash balance as a result of the IPO in January 2026. Income Taxes : The Company is a Subchapter C corporation for U.S. federal and state income tax purposes. Amounts recognized as income taxes are presented within “income tax expense” in the accompanying statements of operations. The Company recognized income tax expense of $488 and $18 for the six months ended June 30, 2026 and 2025, respectively. The effective tax rate for the six months ended June 30, 2026 was 36.23%, compared to 0.90% for the same period in 2025. The increase in the effective tax rate was primarily attributable to the discrete recognition of deferred tax expense upon the Company’s conversion to a C-corporation on January 1, 2026. The Company did not record a valuation allowance as of June 30, 2026 due to its cumulative income position. Prior to the Conversion on January 1, 2026, the Predecessor was treated as a partnership and was subject only to the Texas margin tax. Liquidity and Capital Resources In the past few years, we have financed our operations primarily through cash generated from our business operations and proceeds on borrowings through our credit facilities. We had $18,819 thousand and $1,840 thousand of cash and cash equivalents as of June 30, 2026 and December 31, 2025, respectively. Working Capital: The following table summarizes total current assets, liabilities and working capital at June 30, 2026 compared to December 31, 2025 (in thousands): June 30, 2026 December 31, 2025 Change Current Assets $ 21,561 $ 3,219 $ 18,342 Current Liabilities 1,418 585 833 Working Capital $ 20,143 $ 2,634 $ 17,509 4 Table of Contents As of June 30, 2026, we had working capital of approximately $20,143 thousand as compared to working capital of $2,634 thousand as of December 31, 2025, an increase of $17,509 thousand. Short-Term Cash Requirements Our short-term cash requirements primarily include working capital needs to support inventory build, payroll, marketing, and other operating expenses, as well as approximately $144 thousand of lease obligations due within the next 12 months. We expect to fund these requirements with cash on hand, cash generated from operations, and borrowings under our credit facility, if needed. Long-Term Cash Requirements Our long-term cash requirements include approximately $573 thousand in lease obligations due beyond 12 months, along with anticipated capital expenditures to support our planned regional production facilities. These facilities will represent material investments and are expected to be funded through a combination of operating cash flows and proceeds from the initial public offering in January 2026. We may also pursue additional equity or debt financing in order to acquire or invest in complementary business, products, and/or new IT infrastructure. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. Lease Commitments As of June 30, 2026, we were party to non-cancellable operating lease agreements related to our production facility and office space. Future minimum lease payments under this agreement total approximately $839 thousand, with $193 thousand due within the next 12 months and $646 thousand due thereafter through July 2030. These commitments represent a significant use of cash and we expect to fund them through a combination of existing cash balances and cash flows from operations. Cash Flows The following tables summarize our sources and uses of cash (amounts in thousands): Six Months Ended June 30, Change 2026 2025 Amount Percentage (in thousands) (in thousands) Cash flows provided by (used in) Operating activities $ 940 $ 1,833 $ (893 ) -48.7 % Investing activities (788 ) (270 ) (518 ) -191.9 % Financing activities 16,827 (1,748 ) 18,575 1062.6 % Net increase / (decrease) in cash and cash equivalents $ 16,979 $ (185 ) $ 17,164 9277.8 % Net cash provided by operating activities for the six months ended June 30, 2026, was approximately $940 thousand compared to cash provided of $1,833 thousand for the same period in 2025, a decrease of $893 thousand, or 48.7%. Operating cash flow during the quarter was impacted by a one-time increase in accounts receivable following the transition of a large customer from a 1% discount for payment within 10 days to standard net 30 payment terms. Additionally, net income for the six months ended June 30, 2026 and 2025 was approximately $858 thousand and $1,977 thousand, respectively, a decrease of $1,119. This was a result of the aforementioned temporary gross margin impacts as well as public company, stock-based compensation and income tax expenses which were not present on a comparable basis during the prior-year period. 5 Table of Contents Net cash used in investing activities for the six months ended June 30, 2026, was $788 thousand as compared to $270 thousand for the six months ended June 30, 2025. The increase is primarily a result of the investments being made in the dressings business, which included the acquisition of the dressing business and inventory as well as the related manufacturing upgrades to transition that business to in-house production. Net cash received in financing activities during the six months ended June 30, 2026, was $16,827 thousand as compared to a net cash used amount of $1,748 thousand for the six months ended June 30, 2025. The Company’s IPO related transactions in January 2026 resulted in net cash proceeds of $16,827 thousand. However, during the six months ended June 30, 2025, the Company paid member distributions related to member tax pass-through liabilities in the amount of $1,748 thousand. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements. Recently Issued Accounting Pronouncements See Note 2 of Notes to Unaudited Condensed Financial Statements for accounting pronouncements issued but not yet adopted that may impact the Company’s condensed financial position, earnings, cash flows or disclosures. Critical Accounting Policies and Estimates There have been no material changes to the critical accounting estimates previously described in our Form 10-K for the fiscal year ended December 31, 2025. Item 3. Qualitative And Quantitative Disclosures About Market Risk We are a smaller reporting company as defined in Regulation S-K of the Securities Exchange Act of 1934, as amended, and are not required to provide the information under this item. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Management, including the Company’s Chief Executive Officer and Chief Financial Officer, has begun implementing the processes and controls necessary to design and evaluate disclosure controls and procedures appropriate for a public company. Changes in Disclosure Control Procedures There have been no significant changes in our internal controls over financial reporting during the six months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). 6 Table of Contents PART II - Other Information. Item 1. Legal Proceedings The Company is not currently a party to any material legal proceedings. From time to time, the Company may be subject to various claims, lawsuits, and legal proceedings in the ordinary course of business. However, management does not believe that the outcome of any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Item 1A. Risk Factors There have been no material changes to the risk factors previously described in our Form 10-K for the fiscal year ended December 31, 2025. Item 2: Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3: Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures Not applicable. Item 5: Other Information. Insider Trading Arrangements and Policies During the six months ended June 30, 2026, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 7 Table of Contents Item 6. Exhibits Exhibit Number Description of Exhibit 31.1* Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) * Filed or furnished herewith. †Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted because they are both not material and is the type that the Registrant treats as private or confidential. The Registrant hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit. 8 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 14, 2026 BUDA JUICE, INC. By: /s/ Horatio Lonsdale-Hands Horatio Lonsdale-Hands Chief Executive Officer and Director Date: August 14, 2026 BUDA JUICE, INC. By: /s/ Clint Bowers Clint Bowers Chief Financial Officer Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity Date /s/ Horatio Lonsdale- Hands Chief Executive Officer and Director August 14, 2026 Horatio Lonsdale-Hands (Principal Executive Officer) /s/ Clint Bowers Chief Financial Officer August 14, 2026 Clint Bowers (Principal Financial and Accounting Officer) 9