What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 233 added, 209 removed, 392 unchanged (53% of the section changed)

7 unchanged sentences

Selling, general and administrative

and development

operating expenses

Research and development

Total operating expenses

Operating loss from continuing operations

Interest income, net

Interest income (expense),

Other (expense) income,

Loss before income taxes

Income tax expense

Net loss from continuing operations

income from discontinued operations, net of income taxes

(Loss) income from discontinued

operations, net of income taxes

Basic (loss) earnings per share:

Loss from continuing operations

earnings from discontinued operations

(Loss) earnings from discontinued

Basic loss per share

1 unchanged sentence

Loss from continuing operations

earnings from discontinued operations

(Loss) earnings from discontinued

Diluted loss per share

6 unchanged sentences

Accounts receivable, net

of allowance for credit losses of $ 21 and $ 13 as of June 30, 2025, and December 31, 2024, respectively

of allowance for credit losses of $ 15 and $ 13 as of September 30, 2025, and December 31, 2024, respectively

expenses and other current assets

3 unchanged sentences

Financing lease right-of-use assets

Lease receivable and other assets

Lease receivable and other

LIABILITIES AND STOCKHOLDERS’

17 unchanged sentences

value, 30,000,000 shares authorized;

11,095,266 and 11,120,266 shares issued and outstanding on June 30, 2025, and December 31, 2024,

11,095,266 and 11,120,266 shares issued and outstanding on September 30, 2025, and December

31, 2024, respectively

Additional paid-in capital

15 unchanged sentences

Stock-based compensation

Income attributable to

equity method investee

Loss attributable to equity

method investee

Loss on disposal of property

2 unchanged sentences

Gain on change in consideration

Changes in current operating

assets and liabilities:

Changes in current operating assets and liabilities:

Accounts receivable, net

7 unchanged sentences

Purchase of property and

of consideration payable

Payment of consideration

received from equity method investee

cash used in investing activities

5 unchanged sentences

cash (used in)/ provided by financing activities

(Decrease)/ increase in

Decrease in cash

beginning of year

11 unchanged sentences

Property and equipment

obtained in exchange for accounts payable

obtained in exchange for accounts payable and accrued liabilities

Finance lease ROU assets

obtained in exchange for finance lease liabilities

Operating lease ROU assets

obtained in exchange for operating lease liabilities

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3 unchanged sentences

stockholders’

Balance - March 31, 2024

Stock-based compensation

Surrender and retirement

of common stock

of common stock, net of transaction costs

Balance - June 30, 2024

Balance - March 31, 2025

Stock-based compensation

and retirement of common stock

Balance - September

Balance - June 30, 2025

Balance - September

stockholders’

4 unchanged sentences

of common stock, net of transaction costs

Balance - June 30,

Balance - September

Balance - January 1, 2025

1 unchanged sentence

and retirement of common stock

Balance - June 30,

Balance - September

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

POWER SOLUTIONS, INC.

to Unaudited Condensed Consolidated Financial Statements for the Quarterly Period Ended June 30, 2025

to Unaudited Condensed Consolidated Financial Statements for the Quarterly Period Ended September 30, 2025

thousands, except for share and per share amounts)

6 unchanged sentences

Pioneer’s products and services are sold to a broad range of customers in the utility, industrial and commercial

Pioneer’s customers include, but are not limited to, federal and state government entities, package delivery business’,

Pioneer’s customers include, but are not limited to, federal and state government entities, package delivery businesses,

school bus fleet operations, EV charging infrastructure developers and owners, and distributed energy developers.

31 unchanged sentences

and notes thereto of the Company and its subsidiary included in the Company’s Annual Report on Form 10-K for the year ended December

accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the

realization of assets and the satisfaction of liabilities in the normal course of business.

As shown in the accompanying unaudited condensed

consolidated financial statements, as of June 30, 2025, the Company had $ 17,999 of cash on hand and working capital of $ 23,916 .

on hand was generated primarily from the sale (the “PCEP Sale”) of the Company’s former wholly owned subsidiary, Pioneer

Custom Electrical Products Corp.

On October 29, 2024, the Company closed on the PCEP sale for gross cash proceeds

of $ 48,000 and $ 2,000 in equity.

accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates

the realization of assets and the satisfaction of liabilities in the normal course of business.

As shown in the accompanying

unaudited condensed consolidated financial statements, as of September 30, 2025, the Company had $ 17,336

of cash on hand and working capital of $ 22,766 .

The cash on hand was generated primarily from the sale (the “PCEP Sale”) of the Company’s former wholly owned

subsidiary, Pioneer Custom Electrical Products Corp.

On October 29, 2024, the Company closed on the PCEP sale

for gross cash proceeds of $ 48,000

As of December 31, 2024, the Company recorded a consideration due to the buyer of the PCEP Sale of $ 3,347

1 unchanged sentence

On April 16, 2025, the Company and the buyer of the PCEP Sale finalized the net working

capital adjustment and as a result, the Company recorded a $ 1,147 adjustment to the consideration due to the buyer of the PCEP Sale during

the three months ended March 31, 2025.

On April 16, 2025, the Company paid the $ 2,200 consideration payable due to the buyer of the PCEP

capital adjustment and as a result, the Company recorded a $ 1,147

adjustment to the consideration due to the buyer of the PCEP Sale during the three months ended March 31, 2025.

On April 16, 2025,

the Company paid the $ 2,200

consideration due to the buyer of the PCEP Sale.

See Note 8 – Discontinued Operations for details.

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and advertising and marketing activities for an unknown period of time.

Additionally, recent changes to U.S.

policy implemented by

Congress, the Trump administration or any new administration have impacted and may in the future impact, among other

things, the U.S.

and global economy, tariff policies and regulations, international trade relations, unemployment, immigration,

healthcare, taxation, the U.S.

Additionally, the shutdown of the U.S.

federal government,

recent changes to U.S.

policy implemented by the U.S.

Congress, the Trump administration or any new administration have impacted and

may in the future impact, among other things, the U.S.

and global economy, tariff policies and regulations, international trade

relations, unemployment, immigration, healthcare, taxation, the U.S.

regulatory environment, inflation and other areas.

As a result of the current uncertainty in economic

activity, the Company is unable to predict the potential size and duration of the impact on its revenue and its results of

operations, if any.

The extent of the potential impact of these macroeconomic factors on the Company’s operational and

financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on the

Company’s clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately

The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate

to limit the impact on its business.

of the current uncertainty in economic activity, the Company is unable to predict the potential size and duration of the impact on

its revenue and its results of operations, if any.

The extent of the potential impact of these macroeconomic factors on the

Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical

disruption and its impact on the Company’s clients, partners, industry, and employees, all of which are uncertain at this time

and cannot be accurately predicted.

The Company continues to monitor the effects of these macroeconomic factors and intends to take

steps deemed appropriate to limit the impact on its business.

can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures

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Accounting Pronouncements

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced

income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities,

affect the tax rate and prospects for future cash flows.

This standard is effective for the Company’s annual reporting beginning

January 1, 2025 with early adoption permitted.

The Company is currently assessing the impact that adoption of this new accounting guidance

will have on its consolidated financial statements and footnote disclosures.

December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income

Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax

planning and operational opportunities, affect the tax rate and prospects for future cash flows.

This standard is effective for the Company’s

annual reporting beginning January 1, 2025, with early adoption permitted.

The Company is currently assessing the impact that adoption

of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.

November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income Expense Disaggregation Disclosures

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currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote

September 2025, the Financial Accounting Standards Board FASB issued ASU 2025-07 , “Derivatives and Hedging (Topic 815) and

Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration

from a Customer.” This ASU refines the scope of Topic 815 to exclude certain contracts whose underlyings are based on operations

or activities specific to one of the parties, rather than on general market variables, and clarifies the accounting for share-based noncash

consideration received from a customer under Topic 606.

The amendments specify that an entity should apply the revenue guidance to share-based

consideration until the right to receive or retain that consideration becomes unconditional, at which point subsequent changes in fair

value are recognized outside of revenue.

The Company is currently assessing the impact that adoption of this new accounting guidance

will have on its consolidated financial statements and footnote disclosures.

and Hold Arrangements

time to time, the Company enters into bill and hold arrangements, whereby the Company sells mobile EV charging equipment and the

equipment is warehoused at a Company or third party location pursuant to directions received from the Company’s customer.

though the equipment is not physically in the customer’s possession, a sale is recognized at the point in time when the

customer obtains control of the product.

time to time, the Company enters into bill and hold arrangements, whereby the Company sells mobile EV charging equipment and the equipment

is warehoused at a Company or third party location pursuant to directions received from the Company’s customer.

Even though the

equipment is not physically in the customer’s possession, a sale is recognized at the point in time when the customer obtains control

of the product.

Control is transferred to the customer in a bill and hold arrangement when:

acceptance specifications have been met, legal title has transferred, the customer has a present obligation to pay for the product

and the risk and rewards of ownership have transferred to the customer.

customer acceptance specifications have been

met, legal title has transferred, the customer has a present obligation to pay for the product and the risk and rewards of ownership

have transferred to the customer.

Additionally,

5 unchanged sentences

Company determines whether an arrangement is or contains a lease at inception.

The Company leases generators and mobile electric vehicle

charging equipment to certain of its customers.

As a lessor, when a lease meets certain criteria indicating that the Company has effectively

transferred control of the underlying asset to the customer, the lease is classified as a sales-type lease.

When a lease does not meet

the criteria for a sales-type lease but meets the criteria of a direct financing lease, the lease is classified as a direct financing

When none of the required criteria for sales-type lease or direct-financing lease are met, the lease is classified as an operating

Sales-type leases are recognized as a net investment in the lease on the unaudited consolidated balance sheets.

The net investment

comprises the lease receivable including any unguaranteed residual value of the underlying asset.

For sales-type leases, product revenue is generally recognized upon lease commencement.

The discounted unguaranteed residual value of the underlying leased assets is not material to the net

investment in the lease balance.

The Company monitors the performance of customers who leased equipment and are subject to ongoing payments.

The Company leases generators and mobile EV charging equipment

to certain of its customers.

As a lessor, when a lease meets certain criteria indicating that the Company has effectively transferred

control of the underlying asset to the customer, the lease is classified as a sales-type lease.

When a lease does not meet the criteria

for a sales-type lease but meets the criteria of a direct financing lease, the lease is classified as a direct financing lease.

none of the required criteria for sales-type lease or direct-financing lease are met, the lease is classified as an operating lease.

leases are recognized as a net investment in the lease on the unaudited consolidated balance sheets.

The net investment comprises the

lease receivable including any unguaranteed residual value of the underlying asset.

For sales-type leases, product revenue is generally

recognized upon lease commencement.

The discounted unguaranteed residual value of the underlying leased assets is not material to the

net investment in the lease balance.

The Company monitors the performance of customers who leased equipment and are subject to ongoing

No allowance has been recorded for the receivables under the leasing arrangements.

23 unchanged sentences

with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries.

the three months ended June 30, 2025, and 2024, the Company recognized $ 26 and $ 0 of equipment revenue over time, respectively, from

its Critical Power segment.

Additionally, the Company recognized $ 4,187 and $ 838 of revenue at a point in time from the sale of its products,

which is typically recognized upon delivery, from its Critical Power segment during the three months ended June 30, 2025, and 2024, respectively.

There were no bill and hold arrangements during the three months ended June 30, 2025, and 2024.

the six months ended June 30, 2025, and 2024, the Company recognized $ 177 and $ 45 of equipment revenue over time, respectively, from

its Critical Power segment.

Additionally, the Company recognized $ 7,808 and $ 1,902 of revenue at a point in time from the sale of its

products, which is typically recognized upon delivery, from its Critical Power segment during the six months ended June 30, 2025, and

2024, respectively.

Included within point in time revenue during the six months ended June 30, 2025, was $ 2,337 of revenue recognized

pursuant to bill and hold arrangements.

There were no bill and hold arrangements during the six months ended June 30, 2024.

revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are recognized

as services are delivered.

The Company recognized $ 2,289

of service revenue during the three months ended June 30, 2025,

the three months ended September 30, 2025, and 2024, the Company recognized $ 45 and $ 0 of equipment revenue over time, respectively,

from its Critical Power segment.

Additionally, the Company recognized $ 3,780 and $ 3,494 of revenue at a point in time from the sale of

its products, which is typically recognized upon delivery, from its Critical Power segment during the three months ended September 30,

2025, and 2024, respectively.

There were no bill and hold arrangements during the three months ended September 30, 2025, and 2024.

the nine months ended September 30, 2025, and 2024, the Company recognized $ 221 and $ 45 of equipment revenue over time, respectively,

from its Critical Power segment.

Additionally, the Company recognized $ 11,590 and $ 5,395 of revenue at a point in time from the sale

of its products, which is typically recognized upon delivery, from its Critical Power segment during the nine months ended September

30, 2025, and 2024, respectively.

Included within point in time revenue during the nine months ended September 30, 2025, was $ 2,337 of

revenue recognized pursuant to bill and hold arrangements.

There were no bill and hold arrangements during the nine months ended September

revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are recognized

as services are delivered.

The Company recognized $ 4,734 and $ 4,055 of service revenue during the six months ended June 30, 2025, and

2024, respectively.

Under its continuing operations, the Company recognizes revenue as services are provided.

Amounts billed and due

from customers, as well as the value of unbilled account receivables, are generally classified within current assets in the unaudited

condensed consolidated balance sheets.

change in deferred revenue as of June 30, 2025, was driven primarily by ordinary course contract activity.

As of January 1, 2024, the

Company had a deferred revenue balance of $ 307 .

the three months ended June 30, 2025, and 2024, the Company recognized revenue of $ 231 and $ 10 , respectively, related to amounts that

were included in deferred revenue as of December 31, 2024, and 2023, respectively, resulting primarily from the progress made on the

various active contracts during the respective reporting periods.

the six months ended June 30, 2025, and 2024, the Company recognized revenue of $ 461 and $ 100 , respectively, related to amounts that

were included in deferred revenue as of December 31, 2024, and 2023, respectively, resulting primarily from the progress made on the

various active contracts during the respective reporting periods.

of June 30, 2025, the Company had $ 923 related to contract liabilities where performance obligations have not yet been satisfied, which

has been included within deferred revenue in the unaudited condensed consolidated balance sheet.

The Company recognized $ 2,857 and $ 2,401 of service revenue during the three months ended September 30, 2025,

and 2024, respectively.

The Company recognized $7,590 and $6,456 of service revenue during the

nine months ended September 30, 2025, and 2024, respectively.

Under its continuing operations, the

Company recognizes revenue as services are provided.

Amounts billed and due from customers, as well as the value of unbilled account

receivables, are generally classified within current assets in the unaudited condensed consolidated balance sheets.

change in deferred revenue as of September 30, 2025, was driven primarily by ordinary course contract activity.

As of January 1, 2024,

the Company had a deferred revenue balance of $ 307 .

the three months ended September 30, 2025, and 2024, the Company recognized revenue of $ 17 and $ 70 , respectively, related to amounts

that were included in deferred revenue as of December 31, 2024, and 2023, respectively, resulting primarily from the progress made on

the various active contracts during the respective reporting periods.

the nine months ended September 30, 2025, and 2024, the Company recognized revenue of $ 478 and $ 170 , respectively, related to amounts

that were included in deferred revenue as of December 31, 2024, and 2023, respectively, resulting primarily from the progress made on

the various active contracts during the respective reporting periods.

of September 30, 2025, the Company had $ 871 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue in the unaudited condensed consolidated balance sheet.

Concentration

the three months ended June 30, 2025, the Company derived 31 % and 19 % of its revenue from two customers.

For the three months ended June

30, 2024, the Company derived 14 % and 13 % of its revenue from two customers.

the six months ended June 30, 2025, the Company derived 34 % and 13 % of its revenue from two customers.

For the six months ended June

the three months ended September 30, 2025, the Company derived 19 % and 17 % of its revenue from two customers.

For the three months ended

September 30, 2024, the Company derived 45 % and 10 % of its revenue from two customers.

the nine months ended September 30, 2025, the Company derived 30 % of its revenue from one customer.

For the nine months ended September

30, 2024, the Company derived 22 %, 10 % and 10 % of its revenue from three customers.

of June 30, 2025, one customer’s outstanding receivable balance equaled 53 % of the total outstanding receivable balance.

December 31, 2024, one customer’s outstanding receivable balance equaled 72 % of the total outstanding receivable balance.

As of June 30, 2025, one customer represented 100 % of the Company’s lease receivable balance.

of September 30, 2025, three customer’s outstanding receivable balance equaled 53 % of the total outstanding receivable balance.

As of December 31, 2024, one customer’s outstanding receivable balance equaled 72 % of the total outstanding receivable balance.

of September 30, 2025, one customer represented 100 % of the Company’s lease receivable balance.

of a product requires that the buyer obtain permission in writing from the Company.

5 unchanged sentences

and material.

Returns and warranties during the three and six months ended June 30, 2025, were $ 154 and $ 524 , respectively.

warranties during the three and six months ended June 30, 2024, were insignificant.

Returns and warranties during the three and nine months ended September 30, 2025, were $ 85 and $ 609 , respectively.

and warranties during the three and nine months ended September 30, 2024, were insignificant.

Disaggregated

following table presents the Company’s revenues disaggregated by revenue discipline:

OF REVENUE DISAGGREGATED

SCHEDULE OF REVENUE DISAGGREGATED

For the Three

6 unchanged sentences

Total revenue

were no leasing revenues arising from variable lease payments during the three and six-month periods ended June 30, 2025, and 2024.

following table presents future operating lease payments to be received as of June 30, 2025:

OF FUTURE OPERATING LEASE PAYMENTS TO BE RECEIVED

For the Years Ending December 31,

were no leasing revenues arising from variable lease payments during the three and nine-month periods ended September 30, 2025, and 2024.

following table presents future operating lease payments to be received as of September 30, 2025:

SCHEDULE OF FUTURE OPERATING LEASE PAYMENTS TO BE RECEIVED

For the Years

Ending December 31,

receivable relating to sales-type lease arrangements are presented on the Company’s unaudited condensed consolidated balance sheets

OF SALES TYPE LEASE ARRANGEMENTS

SCHEDULE OF SALES TYPE LEASE ARRANGEMENTS

Accounts receivable

Lease receivable and other

receivable and other assets

investment in sales-type leases

components of inventories are summarized below:

OF INVENTORIES

SCHEDULE OF INVENTORIES

Raw materials

Work in process

Total inventories

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

components of accounts payable and accrued liabilities are summarized below:

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable

Accrued liabilities

Total accounts payable

and accrued liabilities

liabilities primarily consist of accrued insurance, accrued compensation and benefits and accrued warranty costs.

As of June 30, 2025,

and December 31, 2024, accrued insurance was $ 106 and $ 462 , respectively.

Accrued compensation and benefits as of June 30, 2025, and

December 31, 2024, were $ 197 and $ 453 , respectively.

Accrued warranty costs as of June 30, 2025, and December 31, 2024, were $ 212 and

$ 117 , respectively.

The remainder of accrued liabilities are comprised of several insignificant accruals in connection with normal business

accounts payable and accrued liabilities

liabilities primarily consist of accrued compensation and benefits, accrued warranty, accrued inventory costs and accrued insurance.

As of September 30, 2025, and December 31, 2024, accrued compensation and benefits were $ 269 and $ 453 , respectively.

Accrued warranty

costs as of September 30, 2025, and December 31, 2024, were $ 239 and $ 117 , respectively.

Accrued inventory costs as of September 30,

2025, and December 31, 2024, were $ 191 and $ 115 , respectively, and there was no accrued insurance as of September 30, 2025, compared

to $ 462 as of December 31, 2024.

The remainder of accrued liabilities are comprised of several insignificant accruals in connection with

normal business operations.

STOCK-BASED COMPENSATION

summary of stock option activity during the six months ended June 30, 2025, is as follows:

summary of stock option activity during the nine months ended September 30, 2025, is as follows:

SUMMARY OF STOCK OPTION ACTIVITY

exercise price

average remaining

contractual term

intrinsic value

1 unchanged sentence

Forfeited/expired

Outstanding as of June 30, 2025

Exercisable as of June 30, 2025

compensation expense recorded for the three and six months ended June 30, 2025, was approximately $ 2 and $ 15 , respectively.

compensation expense recorded for the three and six months ended June 30, 2024, was approximately $ 96 and $ 321 , respectively.

30, 2025, there was $ 43 of stock-based compensation expense remaining to be recognized in the consolidated statements of operations over

a weighted average remaining period of 1.1 years.

the three and six months ended June 30, 2025, the Company recorded no provision for income taxes, resulting in an effective tax rate

(ETR) of 0 %, compared to the U.S.

Outstanding as of September 30, 2025

Exercisable as of September 30, 2025

compensation expense recorded for the three and nine months ended September 30, 2025, was approximately $ 10 and $ 25 , respectively.

compensation expense recorded for the three and nine months ended September 30, 2024, was approximately $ 13 and $ 334 , respectively.

of September 30, 2025, there was $ 33 of stock-based compensation expense remaining to be recognized in the consolidated statements of

operations over a weighted average remaining period of 0.9 years.

the nine months ended September 30, 2025, the Company recorded a return-to-provision (RTP) adjustment related to prior year

tax estimates.

As a result, the effective tax rate (ETR) was ( 1.4 )% for the nine-month period ended

September 30, 2025, compared to the U.S.

federal statutory rate of 21 %.

The difference between the Company’s ETR and the statutory rate

was primarily driven by the following significant reconciling items:

The difference between the Company’s ETR and the statutory

rate was primarily driven by the following significant reconciling items:

valuation allowance on federal, state, and foreign deferred tax assets:

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(iii) Absence

of discrete benefits from foreign tax credit (FTC) utilization or R&D credit return-to-provision

(RTP) adjustments in the current period;

of discrete benefits from foreign tax credit (FTC) utilization;

tax rate changes or deferred remeasurement items were recorded in the quarter;

a result, despite incurring a pre-tax loss in the quarter, the Company recorded no tax benefit.

(v) Inclusion

of an RTP adjustment related to prior year tax estimates.

a result, despite incurring a pre-tax loss during the nine months ended September 30, 2025, the Company recorded an income tax expense of $ 69 .

Company also notes that the prior year December 31, 2024, effective tax rate was 29.75 %, primarily due to a discrete gain on the sale

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Company will continue to apply the discrete method until reliable forecast data becomes available to support a forecast-based ETR.

July 4, 2025, the President signed into law the “Make Rural America and Main Street Grow Again Act” (commonly referred to

as the One Big Beautiful Bill Act), which makes several significant changes to U.S.

July 4, 2025, the President signed into law the One Big Beautiful Bill Act (“OBBBA”), which makes several significant changes

federal income tax law.

1 unchanged sentence

of 100% bonus depreciation under Internal Revenue Code (“IRC”) Section 168(k)

for qualified property placed in service before January 1, 2030, including a provision effective

retroactively to property acquired after January 19, 2025.

expensing of domestic research and experimental expenditures under new IRC Section 174A,

applicable for tax years beginning after December 31, 2024, with acceleration options for

expenditures incurred between January 1, 2022 and December 31, 2024.

for qualified property acquired after January 19, 2025.

of domestic research and experimental expenditures under new IRC Section 174A, applicable

for tax years beginning after December 31, 2024, with acceleration options for expenditures

incurred between January 1, 2022 and December 31, 2024.

● Modification

1 unchanged sentence

adjustable taxable income (ATI) for tax years beginning after December 31, 2024.

the law was enacted after the end of the second quarter, its effects are considered a nonrecognized subsequent event and do not reflect

any adjustments related to the enacted provisions.

provisions of the legislation are effective retroactively to earlier periods in 2025.

These may result in catch up adjustments in the

third quarter to the income tax accounts.

The Company is currently assessing the impact of these retroactive provisions, including any

related remeasurement of deferred tax assets, liabilities, and valuation allowance considerations.

The Company maintains a valuation

allowance on its deferred tax assets and does not expect a material near-term tax benefit from legislation due to its current net operating

loss position.

Company has recognized the effects of the OBBBA provisions in its financial results to the extent they are applicable to the nine months ended September 30, 2025.

The Company will continue to evaluate the impact of these provisions on its future consolidated

financial statements.

DISCONTINUED OPERATIONS

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to the terms of the Equity Purchase Agreement, the Company agreed to:

(i) contribute

4% of all of the issued and outstanding equity interests of PCEP to Investment (the “Rollover

Interests”) in exchange for Investment issuing $2,000 of common units (representing

approximately 6% of Investment’s issued and outstanding common units on the Closing

Date (as defined below)) (the “Rollover Units”) to the Company;

all of the issued and outstanding equity interests of PCEP other than the Rollover Interests

to the Buyer ((i) and (ii) being, the “Equity Transaction”).

4% of all of the issued and outstanding equity interests of PCEP to Investment (the “Rollover Interests”) in exchange

for Investment issuing $2,000 of common units (representing approximately 6% of Investment’s issued and outstanding common

units on the Closing Date (as defined below)) (the “Rollover Units”) to the Company;

all of the issued and outstanding equity interests of PCEP other than the Rollover Interests to the Buyer ((i) and (ii) being, the

“Equity Transaction”).

Equity Transaction included total consideration of (i) $ 48,000 in cash, subject to adjustment pursuant to the terms of the Equity Purchase

4 unchanged sentences

the Company and the Buyer finalized the net working capital adjustment and as a result, the Company recorded a $ 1,147 reduction in the

consideration due to the Buyer, which is included as a component of discontinued operations during the six months ended June 30, 2025.

During the three months ended June 30, 2025, the Company paid the $ 2,200 consideration to the Buyer.

consideration due to the Buyer, which is included as a component of discontinued operations during the nine months ended September 30,

During the nine months ended September 30, 2025, the Company paid the remaining $ 2,200 consideration to the Buyer.

Company previously determined that the Electrical Infrastructure business qualified for discontinued operations and as such, the financial

results of the Electrical Infrastructure business are reflected as discontinued operations in the unaudited condensed consolidated statements

of operations for the three and six months ended June 30, 2025.

of operations for the three and nine months ended September 30, 2025.

Operation Financial Information

following table summarizes the results from discontinued operations, net of tax, included in the unaudited condensed consolidated statements

of operations for the three and six months ended June 30, 2025, and 2024:

of operations for the three and nine months ended September 30, 2025, and 2024:

SCHEDULE OF DISCONTINUED OPERATION FINANCIAL INFORMATION

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Operating expenses

Selling, general and administrative

general and administrative

operating expenses

Operating (loss) income

from discontinued operations

Interest expense

Loss (gain) on sale of business, net of taxes

Operating loss from discontinued

Interest (income) expense

Loss (gain) on sale of business, net of

Other expense

4 unchanged sentences

During the three

and six months ended June 30, 2025, the Company recorded income from equity method investee of $ 297 and $ 240 , respectively, which is

included in other income on the unaudited condensed consolidated statement of operations.

and nine months ended September 30, 2025, the Company recorded a loss from equity method investee of $ 438 and $ 198 , respectively, which

is included in other expense on the unaudited condensed consolidated statement of operations.

During the three months ended September 30,

2025, the Company received a cash dividend of $981 from the equity method investee which has been recorded as a reduction in the investment

The Company applies the cumulative earnings approach to classify distributions received from equity method investments in its

unaudited condensed consolidated statements of cash flows.

Under this method, distributions received from equity method investees are

included in the Company’s unaudited condensed consolidated statements of cash flows as operating activities, unless the cumulative

distributions exceed the Company’s share of cumulative equity in the investee’s net loss.

In such cases, the excess distributions

are considered returns of investment and are classified as investing activities.

As of September 30, 2025, the Company’s cumulative

distributions were $981, and the Company’s share of cumulative equity in the investee’s net loss was $198.

As such, the cash

distribution received during the three months ended September 30, 2025, was classified as investing activity in the unaudited condensed

consolidated statements of cash flows.

BASIC AND DILUTED (LOSS) EARNINGS PER SHARE

12 unchanged sentences

Effect of dilutive securities:

Stock options

Weighted average common

8 unchanged sentences

Diluted loss per share

following securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:

following securities were excluded from the calculation of diluted earnings per share from continuing operations because their inclusion

would have been anti-dilutive:

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

1 unchanged sentence

Stock options

following securities were excluded from the calculation of diluted earnings per share from discontinued operations because their inclusion

would have been anti-dilutive:

For the Three

Stock options

BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

20 unchanged sentences

statements of operations.

October 29, 2024, the Company sold its Electrical Infrastructure segment to Mill Point Capital.

October 29, 2024, the Company sold its Electrical Infrastructure segment to the Buyer.

Prior to the sale of the Electrical Infrastructure

segment, the Company’s CODM assessed performance and allocated resources amongst its two reportable

See Note 8 - Discontinued Operations for additional information.

segment, the Company’s CODM assessed performance and allocated resources amongst its two reportable segments.

See Note 8 - Discontinued

Operations for additional information.

are attributable to countries based on the location of the Company’s customers:

OF ATTRIBUTABLE TO COUNTIES BASED ON THE LOCATION

SCHEDULE OF ATTRIBUTABLE TO COUNTIES BASED ON THE LOCATION

For the Three

1 unchanged sentence

Approximately

31 % and 19 % of the Company’s revenues during the three months ended June 30, 2025, were made to two customers.

Approximately 14 % and 13 % of the Company’s revenues during the three months ended June 30, 2024, were made

to two customers.

19 % and 17 % of the Company’s revenues during the three months ended September 30, 2025, were made to two customers.

Approximately

34 % and 13 % of the Company’s revenues during the six months ended June 30, 2025, were made to two customers.

Approximately 14 %, 12 % and 10 % of the Company’s revenues during the six months ended June 30, 2024, were made to

three customers.

45 % and 10 % of the Company’s revenues during the three months ended September 30, 2024, were made to two customers.

Approximately

30 % of the Company’s revenues during the nine months ended September 30, 2025, were made to one customer.

Approximately 22 %, 10 %

and 10 % of the Company’s revenues during the nine months ended September 30, 2024, were made to three customers.

distribution of the Company’s property and equipment by geographic location is approximately as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT BY GEOGRAPHIC

SCHEDULE OF PROPERTY AND EQUIPMENT BY GEOGRAPHIC LOCATION

Property and equipment

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements