Listed

Sidus Space Inc.: Form 10-Q for the period ended Jun 30, 2026

Filed with the SEC on Aug 13, 2026 and accepted by EDGAR at Aug 13, 2026, 16:00 ET.

Share

Management's discussion and analysis

As filed, 67,280 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Forward-Looking Statements and Industry Data

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:

  • our projected financial position and estimated cash burn rate;
  • our estimates regarding expenses, future revenues and capital requirements;
  • our ability to compete in the global space industry;
  • our ability to obtain and maintain intellectual property protection for our current products and services;
  • our ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce or protect our intellectual property rights;
  • the possibility that a third party may claim we have infringed, misappropriated or otherwise violated their intellectual property rights and that we may incur substantial costs and be required to devote substantial time defending against these claims;
  • our reliance on third-party suppliers and manufacturers;
  • the success of competing products or services that are or become available;
  • our ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel;
  • the potential for us to incur substantial costs resulting from lawsuits against us and the potential for these lawsuits to cause us to limit our commercialization of our products and services;

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

  • 24-

This Quarterly Report on Form 10-Q may contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this Quarterly Report on Form 10-Q from our own research as well as from industry and general publications, surveys and studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.” We caution you not to give undue weight to such projections, assumptions, and estimates. Further, industry and general publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these publications, studies, and surveys are reliable, we have not independently verified the data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited interim consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC. All amounts in this report are in U.S. dollars, unless otherwise noted.

Throughout this Quarterly Report on Form 10-Q, references to “we,” “our,” “us,” the “Company,” “Sidus,” or “Sidus Space” refer to Sidus Space, Inc., individually, or as the context requires, collectively with its consolidated variable interest entity.

Overview of Operations

Sidus Space operates as a vertically integrated space and defense technology company providing satellite design and manufacturing, technology integration, mission operations, artificial intelligence-enabling products and services, and space-based data solutions to government, defense, intelligence, and commercial customers. Our operations are supported by in-house engineering, manufacturing, assembly, integration, testing, and mission control capabilities.

During the three months ended June 30, 2026, our operating activities were focused on advancing satellite programs, supporting customer manufacturing and engineering contracts, expanding mission operations capabilities, and continuing to invest in artificial intelligence-enabling computing and data processing technologies. These initiatives required significant upfront investment in personnel, infrastructure, product development, and regulatory compliance, which impacted operating results and liquidity during the period.

Our results of operations are influenced by the timing and structure of customer contracts, milestone achievement, regulatory approvals, satellite launch schedules, and the level of investment required to support both current programs and anticipated future growth. As a result, revenue, expenses, and cash flows may fluctuate from period to period.

This overview should be read in conjunction with the more detailed discussion of our results of operations, liquidity and capital resources, and known trends and uncertainties set forth below.

  • 25-

Products and Services

Sidus delivers an integrated portfolio of satellite platforms, AI-enabling computing systems, precision manufacturing capabilities, mission operations services, and regulatory support that collectively enable end-to-end space and defense solutions. Through vertically integrated engineering, advanced manufacturing, and flight-proven technologies, Sidus provides flexible and scalable offerings to commercial, government, defense, and intelligence customers.

LizzieSat® Satellite Platform:

LizzieSat (LS) is a modular, hybrid 3D-printed satellite architecture designed to support multi-mission deployments across LEO, GEO, cislunar, and lunar orbits. The platform supports a broad range of payloads and mission objectives and is designed to enable rapid customer technology integration.

Sidus has successfully launched three LizzieSat platforms (LS-1, LS-2, and LS-3) since 2024, with additional missions planned. Current platform configurations include:

  • LizzieSat Gen 1 (LS1-3): 100-125 kg
  • LizzieSat Gen 2 (LS4+): 100, 200, and 400 kg
  • GeoLizzie™: 400-800kg
  • LunarLizzie™: 400-800kg with expanded power and precision timing

AI-Enabling Edge Computing Systems:

Sidus has developed the Orlaith AI Ecosystem, integrating the FeatherEdge™ radiation-tolerant edge processor with the Cielo™ AI software suite. These technologies enable on-orbit data processing and near real-time analytics for applications including maritime monitoring, environmental intelligence, space situational awareness, and defense use cases.

Sidus has also developed the Fortis™ VPX family of modular computing products, designed to support SOSA and MOSA-aligned architectures for command, data handling, AI/ML processing, and precision navigation across air, land, sea and space domains.

Manufacturing and Engineering Services:

Sidus operates a vertically integrated manufacturing and engineering facility supporting precision machining, additive manufacturing, avionics and assembly, cable harness fabrication, and environmental testing. The Company’s manufacturing operations are certified to ISO 9001 and AS9100 standards and support space-grade and defense-grade hardware production.

Mission Operations and Regulatory Support:

Sidus provides end-to-end mission operations services, including mission planning, payload integration, satellite monitoring and control, and data delivery. The Company operates a 24/7 Mission Control Center and maintains regulatory authorizations from the FCC, NOAA, and ITU, supporting current and planned satellite missions.

  • 26-

Key Achievements to date

  • Approximately $146.2 million in net proceeds raised through two registered direct offerings in April and May 2026 to strengthen the balance sheet, accelerate commercialization, and provide long-term financial flexibility.
  • Inclusion in the Russell 2000, Russell 3000, and Russell Microcap Indexes, expanding institutional visibility.
  • Advancement of the Fortis VPX digital mission computing platform and Orlaith AI ecosystem through testing in preparation for customer evaluations and commercialization.
  • Continued progression through production and integration of two next-generation, software-defined LizzieSat spacecraft, designed to support rapidly evolving mission requirements on orbit.
  • Expanded international presence and strategic partnerships to broaden global market access and diversify revenue opportunities.
  • Modernization of 35,000-square-foot vertically integrated manufacturing, assembly, integration, test, and mission operations footprint to incorporate emerging technologies, enabling the scalable production of next-generation, orbit-agnostic space and defense solutions.

Mission and Satellite Milestones:

  • Successfully launched LizzieSat-3 (LS-3) on March 14, 2025, aboard SpaceX Transporter-13 rideshare mission, marking the third satellite added to Sidus’ on-orbit satellite fleet.
  • Completed successful bus-level commissioning of LS-3, including verification of hybrid 3D-printed structural subsystems and onboard AI-enhanced processing capabilities.
  • Established communications with customer payloads on LS-3, enabling real-time mission tasking and data delivery.
  • Commissioned the Automatic Identification System (AIS) sensor on LS-3, confirming maritime domain awareness capability.
  • Received successful on-orbit images during commissioning of the HEO USA NEI imager aboard LS-3, validating imaging payload performance.

Advanced Computing, AI and VPX Platform Development:

  • Introduced Fortis VPX technology, including:
  • Sidus Single Board Computer (SSBC): a SOSA-aligned, OpenVPX-based computing module.
  • Position, Navigation, and Timing (PNT) Card: designed to support operations in GPS-denied or contested environments.
  • Launched the Orlaith™ AI Ecosystem, integrating FeatherEdge™ hardware with Cielo™ AI software for near real-time analytics across space, air, land, and sea domains.
  • Completed commissioning of FeatherEdge™ GEN-2, the Company’s next-generation onboard edge compute platform.
  • Completed design of FeatherEdge™ 248Vi, advancing scalable AI/ML processing for space and defense applications.
  • Expanded the Company’s intellectual property portfolio through continued filings supporting modular satellite manufacturing, ruggedized multi-domain compute architectures, and AI-enabling mission payloads. As of June 30, 2026, Sidus holds 16 issued U.S. patents and 10 pending patent applications.

Strategic Partnership and International Expansion:

  • Executed an MOU with Reflex Aerospace to explore joint satellite fleet services and expand global mission offerings.
  • Expanded partnership with Little Place Labs, enabling near real-time maritime intelligence through LizzieSat-powered vessel detection capabilities.
  • Partnered with VORAGO Technologies to advance radiation-hardened computing for scalable space and defense infrastructure.
  • 27-
  • Maintained multi-launch agreement with SpaceX, securing access to reliable, recurring rideshare opportunities.
  • Strengthened the Company’s global customer pipeline, with increased demand for dual-use, SOSA-aligned hardware across commercial and defense markets.

Government and Defense Contracts:

  • Awarded a ten-year Indefinite Delivery / Indefinite Quantity (IDIQ) contract with Tobyhanna Army Depot (TYAD) to provide fabrication and on-call support for:
  • Electrical harnesses and cable assemblies.
  • Mechanical components and assemblies.
  • Welding services.
  • Secured a subcontractor role with MobLobSpace under NASA’s SBIR Radar Initiative, utilizing LizzieSat as the hosting platform.

Hardware Deliveries and Engineering Execution:

  • Completed delivery of additional final hardware enclosures for NASA’s Mobile Launcher 2, supporting Artemis-related infrastructure.
  • Continued expansion of dual-use hardware production, increasing orders for SOSA-aligned compute modules and subsystem architectures.
  • Delivered a custom FeatherEdge Data Processing Unit (DPU) for Xiomas Technologies under a NASA Phase II Sequential Award, alongside advanced software and a completed final technical report supporting thermal imaging missions.

Mission Operations:

  • Fully staffed and operationalized Sidus’ 24/7 Mission Control Center, increasing capacity for continuous spacecraft monitoring, health management, and tasking.
  • Initiated early-stage customer demonstrations and trials across defense and commercial space sectors, showcasing multi-domain operational capabilities.

Leadership and Organizational Changes:

  • Elected Kelle Wendling, a seasoned aerospace and defense executive with more than three decades of leadership and government contracting experience, to the Board of Directors, effective January 1, 2026.
  • On May 11, 2026 Adarsh Parekh resigned as the Chief Financial Officer of the Company, effective June 1, 2026 to pursue a different role in a different geography. Effective June 1, 2026, John Burke was appointed as the Interim Chief Financial Officer. Effective July 27, 2026, Alan Khalili was appointed as the Chief Financial Officer.

Differentiation:

Sidus differentiates its offerings through a vertically integrated operating model that combines satellite design and manufacturing, advanced computing and AI capabilities, mission operations, and space-grade manufacturing within a single organizational structure. This integration enables rapid customer technology insertion, multi-mission flexibility, on-orbit adaptability through software updates, and reduced reliance on third-party suppliers.

Sidus’ modular satellite platforms and open-architecture computing systems are designed to support deployment across multiple orbits, mission profiles, and industry sectors while maintaining flexibility to adapt to evolving customer requirements.

Key Factors Affecting Our Results and Prospects

We believe that our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges, including competition from better known and well-capitalized companies, the risk of actual or perceived safety issues and their consequences for our reputation and the other factors discussed under “Risk Factors.” We believe the factors discussed below are key to our success.

  • 28-

Expanding Commercial Satellite Operations

Our goal is to enable customers to meet their mission objectives with cost-effective solutions and to help them understand how space-based data can be impactful to day-to-day business. Our strategy includes increasing the demand downstream by starting out as end user focused. While others are focused on a data verticalization strategy specializing in key sectors or a problem set, we believe that flexibility in production, low-cost, standardized design and offering ‘Space Access Reimagined’ for consumers will provide a scalable model for growth. In just over two years, we successfully launched and began operations with three LizzieSat® multi-mission satellites for a multi-mission fleet. Designed to be modular, flexible, and cost-effective, our proven LizzieSat® platform enables rapid mission configuration and scalability across a wide range of satellite sizes, efficiently addressing unique mission requirements. Built with several proprietary Sidus designs for reusable core components, our smart vertical integration provides greater control over the supply chain, ensuring seamless integration of all components—whether developed in-house or sourced externally. This integrated approach offers a distinct advantage over competitors who rely on purchasing and integrating hardware, software, and subsystems from multiple vendors.

Our existing, proven manufacturing facility and infrastructure provides scalable and streamlined manufacturing with flexible and efficient cycles tailored to both internal and external end-users. We ensure controlled product quality and service through the use of space-qualified Commercial Off-the-Shelf (COTS) components, along with our AS9100 certified capability to manufacture our own space supply chain products. Our modular design supports flexible technology integration, enabling rapid incorporation of variable sensors and mission-specific technologies. By spreading fixed costs across multiple customers and capabilities, we offer a more cost-effective solution. As a full-stack space services provider, our offerings are anchored by a state-of-the-art Mission Control Center (MCC), ensuring end-to-end mission support.

Any delays in commencing our commercial launch operations, including delays or cost overruns in obtaining NOAA licenses or other regulatory approvals for future operations or frequency requirements, could adversely impact our results and growth plans. The exact timing of launches is contingent on several factors, including satisfactory and timely completion of assembly, integrating and testing of the satellites, regulatory approvals, confirmation of the launch slot timing by the launch provider, logistics, weather conditions, and other factors, many of which are beyond our control.

Growing and expanding our experienced space hardware operations

We are seeking to grow our space and defense hardware operations, with a goal of expanding from one shift to two and a half shifts and increasing our customer base in the future. Additionally, we are specifically targeting growth in our avionics and wire harness division to meet the needs of the commercial and government space industry. With current customers in the space, marine, and defense industries, our contract revenue is stable, and we are in active discussions with numerous potential customers, including government agencies, large defense contractors and private companies, to add to our contracted revenue. In the past decade, we have fabricated ground and flight products for the NASA SLS Rocket and Mobile Launcher as well as other commercial space and satellite companies. We have supported customers such as Boeing, Lockheed Martin, Northrop Grumman, Dynetics/Leidos, Blue Origin, United Launch Alliance, Collins Aerospace, L3Harris, OneWeb and Space Systems Loral/Maxar. We have manufactured various products including fluid, hydraulic and pneumatic systems, electrical control systems, cable harnesses, hardware lifting frames, umbilical plates, purge and hazardous gas disconnects, frangible bolts, reef cutters, wave guides, customized platforms, and other precision machined and electrical component parts for all types of launch vehicles, ground, flight and satellite systems.

Vertically Integrated Space Infrastructure Manufacturing

We are designing, developing, manufacturing, and operating a fleet of proprietary smallsats in addition to designing and building variations of our satellites for other customer missions. These satellites are designed for multiple missions and customers and form the foundation of our satellite platform. Our initial satellites weigh approximately 100 kilograms each and are designed to be more functional than cubesats and nanosatellites and less expensive to manufacture than our competitors. In addition to our own hybrid 3D printed, modular satellites, we are designing and manufacturing customized satellites using our standard design for LEO and lunar applications for customers that include government and commercial entities.

Our cost-effective smallsats are designed from the ground-up to optimize performance per unit cost. Our model is a movement from highly bespoke, costly satellite manufacturing techniques to standardized bus with integration of customer requirements at lower costs. We can integrate technologies and deliver data on demand at lower costs than legacy providers due to our vertical integration, use of commercial off the shelf (COTS) proven systems, cost-efficiencies, capital efficient satellite design, and adaptable pricing models.

  • 29-

We design and manufacture satellites at our Cape Canaveral facility. Our current configuration and facility is designed to manufacture multiple satellites per month. Our vertical integration enables us to control our satellites through the entire design, manufacturing, and operation process. Our years of experience manufacturing space hardware means we can leverage our manufacturing expertise and commercial best practices for satellite production. Additionally, leveraging both in-house and partner-provided subsystem components and in-house design and integration services as well as operational support of satellites on orbit, provides turn-key delivery of satellites to offer “concept to fleet” in months instead of years. Specifically, our offerings are expected to encompass all aspects of hosted satellite and fleet services, including hosting customer technologies onto our satellites, and delivering data and fleet services to customers from our space platform. These services are expected to allow customers to focus on developing innovative technologies rather than having to design or develop complete satellite buses or fleets. Additionally, we provide ancillary services that include telemetry, tracking and control, communications, processing, as well as software development and maintenance.

Our patented space-related technologies include a print head for regolith-polymer mixture and associated feedstock; a heat transfer system for regolith; a method for establishing a wastewater bioreactor environment; vertical takeoff and landing pad and interlocking pavers to construct same; and high-load vacuum chamber motion feedthrough systems and methods. Regolith is a blanket of unconsolidated, loose, heterogeneous superficial deposits covering solid rock. It includes dust, broken rocks, and other related materials and is present on earth, the moon, Mars, some asteroids, and other terrestrial planets and moons. We continue to patent our products including our satellites, external platforms and other innovations. We hold 16 issued U.S. patents and 10 pending patent applications as of June 30, 2026.

Revenue Generation

We generate revenue by selling technology space on our satellite platform, providing engineering and systems integration services to strategic customers on a project-by-project basis, and manufacturing space hardware for other space and defense entities to include satellites. Additionally, we intend to add to our revenue by selling geospatial data and actionable intelligence captured through our satellite fleet. This support is typically contracted to both commercial and government customers under fixed price contracts and often includes other services. Due to the size and capacity of our satellite, we plan to expand the diverse array of sensors on each satellite such as Multispectral and Hyperspectral Earth Observing Imagers, Maritime Vessel RF Tracking receivers, UHF IoT Transceivers, Optical Communications systems, and others. Integrating multiple sensors and technologies on a single multi-mission satellite can simultaneously address the needs of multiple customers and their requirements.

Lowering Manufacturing Cost and Schedule

We have developed a manufacturing model that provides rapid response to customer requirements including integration of customers technologies for space-based data delivery. Our satellites are designed to integrate COTS subsystems that are space-proven, can be rapidly integrated into the satellite and replaced rapidly when customer needs change or evolve. Our vertically integrated manufacturing processes give us the flexibility to make changes during the production cycle without impacting launch or costs.

Environmental, social, and corporate governance

We have been in business for over twelve years manufacturing space hardware and components, and in that time, implementation of policies and processes to mitigate environmental impact have been of upmost importance. Furthermore, since our inception, we have recognized the value of our employees and have always prioritized employee well-being through facets such as excellent benefits, programs, educational assistance, and insurance of a safe and healthy work environment. We also understand that our efforts to promote value and well-being are not limited to our employees. We are committed to the communities we belong to both locally and professionally. We have formalized this commitment, providing tangible benefits back to the community that supports us.

  • 30-

Our Growth Strategies

We are focused on empowering end users, developers, channel partners and the organizations they serve to quickly and easily access and integrate real-time geospatial intelligence into their daily operations and prove out technologies to further grow the space ecosystem. Our growth strategy is driven by the following objectives:

Increase our overall customer base. As an established heritage aerospace firm, we are positioned at the forefront of the ongoing political and secular shift toward space-based communications and data derived from commercial satellite and intelligence providers. This evolving landscape presents a significant opportunity to expand our customer base through a combination of direct and indirect sales strategies. To support this growth, we are actively scaling both our direct sales teams and our global network of indirect sales channels.

Expand within our current customer base. As our satellite design and manufacturing and space-based data offerings grow and deliver results, we expect that our current customers will increase their spending on our expanded services.

Continue to penetrate international markets. We have expanded our strategic focus to include international markets, actively building a pipeline of prospective partnerships with small, underrepresented governments and global companies that can benefit from our expertise and services. As part of this initiative, we have entered into customer agreements with companies in Spain, the Netherlands, and Israel, and non-binding memoranda of understanding with companies in India, Belgium, Germany, Japan, and Israel. We remain actively engaged with counterparties in each of these markets.

Grow distribution channels and channel partner ecosystem. We have strategically invested resources to expand our sales reach by developing robust distribution channels and forging partnerships with technology providers, solution partners, strategic global system integrators, and value-added resellers. These collaborations are designed to help us enter and grow in new markets while effectively complementing our direct sales efforts.

Global Space Industry Overview

The space economy has experienced significant growth in recent years, driven by technological advancements in satellites and terrestrial technologies that have enabled new commercial applications. These applications encompass satellite broadband, remote imaging, Internet-of-Things (IoT)/Machine-to-Machine (M2M) communications, defense-related uses, and more. Consequently, numerous operators have announced plans for new satellite constellations, predominantly comprising small Low Earth Orbit (LEO) satellites rather than traditional large Geostationary Orbit (GEO) satellites. This influx of new entrants across various segments has led to an evolving small satellite value chain, particularly in launch services, downstream value-added applications, mergers and acquisitions, and consolidation among stakeholders.

The rapid pace of innovation continues to drive the commercialization of space-based data, analytics, and insights, enhancing their relevance to businesses, governments, and the public. The demand for space-derived data is growing rapidly, while the cost of accessing space is decreasing. Key trends in the new space economy include the expansion of satellite constellations, increased availability of space-based data, a shift in user demand toward analytics and insights, climate change adaptation, global security concerns, and advancements in on-board technologies.

According to a McKinsey report published in January 2025, the space economy is projected to reach $1.8 trillion by 2035, up from $630 billion in 2023, with an average annual growth rate of 9%, outpacing global GDP growth. This growth is expected to be driven by satellites, increased government space budgets, and new applications and industries in space exploration.

The small satellite market is also experiencing substantial growth. According to The Business Research Company and a 2025 Global Market Insights report, the global small satellite market size was valued at $6.9 billion in 2024 and is projected to grow at a compound annual growth rate (CAGR) of 16.4% from 2025 to 2034, reaching approximately $30.6 billion by 2034. This growth is attributed to factors such as cost-effectiveness in space missions, advances in miniaturization, rapid development cycles, improved access to space, and the commercialization of space operations.

  • 31-

Private investment in the commercial space industry has surged, leading to the emergence of new companies reinventing major elements of the traditional space industry, including human spaceflight, satellites, and launch services, as well as unlocking entirely new market segments. Government agencies have recognized the value of the private commercial space industry and have become increasingly supportive and reliant on private companies to catalyze innovation and advance national space objectives. In the United States, this is evidenced by notable policy initiatives and the growing share of space activities conducted by commercial contractors.

Overall, the space economy is poised for significant growth, with both established and emerging players contributing to an increasingly dynamic and competitive landscape.

Launch Market

Historically, access to space was constrained by high capital requirements, with launch costs serving as the primary bottleneck for orbital activities. Launch availability—adequate for traditional, large-scale missions occurring only a few times a year—was often insufficient and limiting for operators of small satellites. While emerging launch providers have aimed to increase launch frequency and flexibility for smallsat missions, financial barriers have continued to pose challenges for new entrants.

Today, the landscape is shifting rapidly. After years of limited launch opportunities, small satellites now benefit from a wider range of launch solutions, including dedicated small launch vehicles, rideshare programs, brokers, and deployment systems. According to Euroconsult, the small satellite launch market—valued at $7.6 billion—is projected to grow by over 279% to reach $28.4 billion. However, a significant portion of that market remains dominated by national programs and vertically integrated providers like SpaceX. Previously overlooked due to fragmented demand and lower perceived profitability, the smallsat sector is now receiving increased attention, as launch supply adapts to meet rising demand with greater responsiveness and innovation.

Small Satellite Market

Since 2018, the commercial space market has experienced a significant paradigm shift, leading to an increased demand for small satellites (smallsats). According to Euroconsult, smallsats have become more compact over the past few years while enhancing their performance. Technological advancements have expanded their mission capabilities, making them more resilient, effective, and cost-effective. This miniaturization trend allows customers to choose between lighter satellites with unchanged capabilities or larger, more powerful satellites offering greater functionalities. Key technical enablers include:

  • Extended use of electric propulsion
  • Miniaturization of attitude sensors
  • Improvements in solar cell and battery efficiency
  • Commercial off-the-shelf (COTS) solutions for bus electronics
  • 3D printing technologies

The demand for large geosynchronous satellites has declined as companies focus on deploying constellations of smaller, cost-effective broadband satellites in low and medium Earth orbits. Advancements in space-related sectors, particularly computational technologies and data analytics, have facilitated the miniaturization of satellite systems, thereby enhancing the market. Consequently, smallsats now provide operational services previously exclusive to larger satellites. Euroconsult projects that approximately 26,104 smallsats (under 500 kg) will be launched between 2023 and 2032, averaging a daily launch mass of 1.5 tons over the decade.

Moreover, this market growth has led to the emergence of new segments, such as nanosatellites (weighing less than 10 kg) and microsatellites (weighing between 10 and 100 kg). These satellites can operate individually or as part of constellations—large groups of interconnected satellites providing services like global internet connectivity, exemplified by SpaceX’s Starlink constellation. Euroconsult reports that the smallsat manufacturing market, valued at $15.5 billion from 2012 to 2021, is expected to grow by 258% to $55.6 billion over 2022 to 2031, driven by numerous constellation projects from both commercial and government stakeholders. The next decade will primarily feature the rollout of multiple constellation projects, accounting for 81% of smallsat launches, mainly by commercial operators. Notably, 3,335 smallsats under 10 kg are anticipated to launch in the next decade, more than doubling the 1,656 launched between 2012 and 2021. Satellites in this category, especially CubeSats, have gained momentum recently, with 1,187 launched in the past five years alone.

The growth in low Earth orbit (LEO) satellite constellations is driven by technological advances in ground equipment, new business models, expanded funding, and increasing demand for high bandwidth and lower latency. Although the satellite constellations market remains in its early stages, significant growth is anticipated in the launch industry as companies seek versatile and cost-effective methods to deploy single satellites to specific orbits or establish their satellite constellations. Furthermore, the expansion of the satellite constellations market is expected to benefit satellite services offerings. LEO satellite constellations have relatively short lifespans on orbit, necessitating the launch of replenishment satellites every few years

  • 32-

Results of Operations

Comparison of quarter ended June 30, 2026, to quarter ended June 30, 2025

The following table provides certain selected financial information for the periods presented:

Three Months Ended June 30, 2026 2025 Change%
Revenue $583,096 $1,261,023 $(677,927) (54)%
Cost of revenue 1,212,819 2,288,165 (1,075,346) (47)%
Gross Profit (Loss) (629,723) (1,027,142) 397,419 39%
Gross Profit (Loss) Percentage (108)% (81)%
Selling, general and administrative expense 5,062,524 4,263,269 799,255 19%
Other income (expense) 910,978 (334,659) 1,245,637 372%
Net loss $(4,781,269) $(5,625,070) $843,801 15%

Revenue

Total revenue for the three months ended June 30, 2026 decreased approximately $678,000 compared to the three months ended June 30, 2025. Non-related party revenue decreased by approximately 23% for the three months ended June 30, 2026, to approximately $531,000 as compared to approximately $691,000 for the three months ended June 30, 2025. Related party revenue decreased 91% to approximately $52,000 for the three months ended June 30, 2026 versus approximately $570,000 for the three months ended June 30, 2025. These changes were primarily driven by the timing of fixed-price milestone contracts.

Cost of Revenue

Cost of revenue decreased 47% for the three months ended June 30, 2026 to approximately $1.2 million as compared to approximately $2.3 million for the three months ended June 30, 2025 and included approximately $132,000 related party cost of sales for the three months ended June 30, 2026 and approximately $318,000 for the three months ended June 30, 2025. The overall decrease in cost of revenue was primarily driven by a lower volume of contract activity and a decrease in satellite and related software depreciation expense.

Gross Profit (Loss)

The 39% improvement in our gross loss for the three months ended June 30, 2026 to a loss of approximately $630,000 as compared to a loss of approximately $1.0 million for the three months ended June 30, 2025, was driven primarily by lower satellite and related software depreciation costs and reduced contract material and labor expenses, partially offset by lower revenue.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses increased approximately $799,000 (19%) when compared with the same period in 2025. This was primarily due to the following:

  • An increase of approximately $405,000 in professional fees to approximately $571,000 in 2026 compared to approximately $167,000 in 2025.
  • An increase of approximately $226,000 in payroll expenses to approximately $2.7 million in 2026 compared to approximately $2.5 million in 2025.
  • An increase of approximately $89,000 in general and administrative expenses to approximately $1.5 million in 2026 compared to approximately $1.4 million in 2025.
  • 33-
  • An increase of approximately $42,000 in sales and marketing expenses to approximately $101,000 in 2026 compared to approximately $59,000 in 2025.
  • An increase of approximately $38,000 in lease expense to approximately $141,000 in 2026 compared to approximately $103,000 in 2025.

Total other income (expenses)

Other income and (expenses) improved by approximately $1.2 million to other income of $910,978 compared to other expense of $334,659 in 2025. The change was primarily due to approximately $912,000 of interest income earned on higher cash balances following our 2026 equity offerings, together with the elimination of asset-based loan expense following repayment of the loan in January 2026.

Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025

Six Months Ended June 30, 2026 2025 Change%
Revenue $942,468 $1,499,517 $(557,049) (37)%
Cost of revenue 2,622,264 4,155,137 (1,532,873) (37)%
Gross Profit (Loss) (1,679,796) (2,655,620) 975,824 37%
Gross Profit Percentage (178)% (177)%
Selling, general and administrative expense 9,482,161 8,707,711 774,450 9%
Other expense 1,169,081 (676,366) 1,845,447 273%
Net loss $(9,992,876) $(12,039,697) $2,046,821 17%

Revenue

Total revenue for the six months ended June 30, 2026 decreased approximately $557,000 compared to the six months ended June 30, 2025. Non-related party revenue decreased by approximately 8% for the six months ended June 30, 2026, to approximately $781,000 as compared to approximately $852,000 for the six months ended June 30, 2025. Related party revenue decreased 75% to approximately $161,000 for the six months ended June 30, 2026 versus approximately $648,000 for the six months ended June 30, 2025. These changes were primarily driven by the timing of fixed-price milestone contracts.

Cost of Revenue

Cost of revenue decreased 37% for the six months ended June 30, 2026 to approximately $2.6 million as compared to approximately $4.2 million for the six months ended June 30, 2025 and included approximately $163,000 related party cost of sales for the six months ended June 30, 2026 and approximately $356,000 for the six months ended June 30, 2025. The overall decrease was primarily driven by lower contract volume and a decrease in satellite and related software depreciation expense.

Gross Profit (Loss)

The 37% improvement in our gross loss for the six months ended June 30, 2026 to a loss of approximately $1.68 million as compared to a loss of approximately $2.66 million for the six months ended June 30, 2025, was driven primarily by lower satellite and related software depreciation costs and reduced contract material and labor expenses.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses increased approximately $774,000 (9%) when compared with the same period in 2025. This was primarily due to the following:

  • An increase of approximately $498,000 in professional fees to approximately $873,000 in 2026 compared to approximately $375,000 in 2025.
  • 34-
  • An increase of approximately $163,000 in general and administrative expenses to approximately $3.2 million in 2026 compared to approximately $3.0 million in 2025.
  • An increase of approximately $29,000 in payroll expenses to approximately $5 million in 2026 compared to approximately $5.0 million in 2025.
  • An increase of approximately $50,000 in lease expense to approximately $255,000 in 2026 compared to approximately $205,000 in 2025.
  • An increase of approximately $35,000 in sales and marketing expenses to approximately $148,000 in 2026 compared to approximately $114,000 in 2025.

Total other income (expenses)

Other income and (expenses) improved by approximately $1.8 million to other income of $1,169,081 compared to other expense of $676,366 in 2025. The change was primarily due to approximately $1.1 million of interest income earned on higher cash balances following our 2026 equity offerings, together with a substantial reduction in asset-based loan expense following repayment of the loan in January 2026.

NON-GAAP MEASURES

To provide investors with additional information in connection with our results as determined in accordance with GAAP, we use non-GAAP measures of adjusted EBITDA. We use adjusted EBITDA in order to evaluate our operating performance and make strategic decisions regarding future direction of the company since it provides a meaningful comparison to our peers using similar measures. We define adjusted EBITDA as net income (as determined by U.S. GAAP) adjusted for interest expense, depreciation and amortization expense, capital raise expense, severance costs, equity-based compensation and impairment loss. These non-GAAP measures may be different from non-GAAP measures made by other companies since not all companies will use the same measures. Therefore, these non-GAAP measures should not be considered in isolation or as a substitute for relevant U.S. GAAP measures and should be read in conjunction with information presented on a U.S. GAAP basis.

The following table reconciles adjusted EBITDA to net loss (the most comparable GAAP measure) for the three months ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026 2025 Change%
Net Income / (Loss) $(4,781,269) $(5,625,070) $843,801 15%
Interest Income/Expense (i) (910,978) 334,659 (1,245,637) (372)%
Depreciation and Amortization (ii) 607,956 1,132,296 (524,340) (46)%
Capital Raise expense (iii) - - - -
Severance Costs 26,505 27,320 (815) (3)%
Equity based compensation (iv) (17,882) 184,448 (202,330) (110)%
Total Non-GAAP Adjustments (294,399) 1,678,723 (1,973,122) (118)%
Adjusted EBITDA (5,075,668) (3,946,347) (1,129,321) (29)%

(i) Sidus Space earned net interest income following the repayment of the asset-based loan in January 2026 and increased interest income from higher cash balances resulting from the April 2026 and May 2026 offerings.

(ii) Sidus Space incurred lower depreciation expense following the satellite impairment write-off in Q4 2025.

(iii) Sidus Space did not incur internal fundraising expense related to capital raises. Costs directly attributable to the April 2026 and May 2026 registered direct offerings, including the fair value of underwriter warrants issued, were recorded as a reduction of additional paid-in capital rather than as expense.

(iv) Sidus Space issued stock-based compensation for employee and Board services rendered. The three-month amount reflects a net reversal resulting from forfeitures of previously granted stock options.

  • 35-

The following table reconciles adjusted EBITDA to net loss (the most comparable GAAP measure) for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30, 2026 2025 Change%
Net Income / (Loss) $(9,992,876) $(12,039,697) $2,046,821 17%
Interest Income/Expense (i) (1,169,081) 676,366 (1,845,447) (273)%
Depreciation and Amortization (ii) 1,219,562 2,066,969 (847,407) (41)%
Capital Raise expense (iii) - 5,480 (5,480) (100)%
Severance Costs 42,547 233,420 (190,873) (82)%
Equity based compensation (iv) 197,245 436,692 (239,447) (55)%
Total Non-GAAP Adjustments 290,273 3,418,927 (3,128,654) (92)%
Adjusted EBITDA (9,702,603) (8,620,770) (1,081,833) (13)%

(i) Sidus Space earned net interest income following the repayment of the asset-based loan in January 2026 and increased interest income from higher cash balances resulting from the April 2026 and May 2026 offerings.

(ii) Sidus Space incurred lower depreciation expense following the satellite impairment write-off in Q4 2025.

(iii) Sidus Space did not incur internal fundraising expense related to capital raises. Costs directly attributable to the April 2026 and May 2026 registered direct offerings, including the fair value of underwriter warrants issued, were recorded as a reduction of additional paid-in capital rather than as expense.

(iv) Sidus Space issued stock-based compensation for employee and Board services rendered.

Liquidity and Capital Resources

The following table provides selected financial data about us as of June 30, 2026, and December 31, 2025

June 30, 2026 December 31, 2025 Change%
Current assets $172,816,197 $50,688,590 $122,127,607 241%
Current liabilities $5,190,460 $15,020,739 $(9,830,279) (65)%
Working capital $167,625,737 $35,667,851 $131,957,886 370%

Liquidity is the ability of a company to generate funds to support asset growth, satisfy disbursement needs, maintain reserve requirements, and otherwise operate on an ongoing basis. Our operating revenues have not been sufficient to fund our operations, and we have historically financed our operations through sales of equity securities and, prior to January 2026, borrowings. Following the completion of our April 2026 and May 2026 registered direct offerings and the repayment in full of our asset-based loan in January 2026, we had no outstanding indebtedness as of June 30, 2026 and expect to fund our operations and planned capital expenditures from cash on hand.

We had an accumulated deficit of approximately $99.8 million and working capital of approximately $167.6 million as of June 30, 2026 compared to accumulated deficit of approximately $89.8 million and working capital of approximately $35.7 million as of December 31, 2025. As of June 30, 2026, we had approximately $166.5 million of cash as compared to approximately $43.2 million as of December 31, 2025.

As of June 30, 2026, our working capital surplus was primarily due to net proceeds of approximately $146.2 million raised in our April 2026 and May 2026 registered direct offerings, partially offset by cash used to fund operations and the build-out of our LizzieSat satellites.

Current assets increased by approximately $122.1 million to approximately $172.8 million as of June 30, 2026 from approximately $50.7 million as of December 31, 2025. The increase is primarily attributable to an increase in cash from our 2026 equity offerings.

Current liabilities decreased to approximately $5.2 million as of June 30, 2026 versus approximately $15.0 million as of December 31, 2025, primarily related to the repayment of our asset-based loan liability in January 2026.

  • 36-

April and May 2026 Public Offerings

On April 21, 2026, we completed a registered direct offering of 11,228,700 shares of Class A common stock and pre-funded warrants to purchase 2,225,000 shares, at an offering price of $4.35 per share, for gross proceeds of approximately $58.5 million and net proceeds of approximately $53.9 million. In connection with the offering, we issued warrants to the placement agent to purchase 961,540 shares of Class A common stock at an exercise price of $5.4375 per share. All of the pre-funded warrants were exercised during the quarter, resulting in the issuance of 2,224,933 shares.

On May 27, 2026, we priced a registered direct offering of 16,485,038 shares of Class A common stock and pre-funded warrants to purchase 3,200,001 shares, at an offering price of $5.08 per share, for gross proceeds of approximately $100.0 million and net proceeds of approximately $92.3 million. The offering closed on May 29, 2026. In connection with the offering, we issued warrants to the placement agent to purchase 984,252 shares of Class A common stock at an exercise price of $6.35 per share. All of the pre-funded warrants were exercised, resulting in the issuance of 3,200,001 shares.

Dilution

Shares of Class A common stock outstanding increased from 65,324,055 at December 31, 2025 to 101,106,203 at June 30, 2026, an increase of 35,782,148 shares, or 55%.

Net proceeds from the two offerings of approximately $146.2 million represented approximately $4.41 per share issued in those offerings.

As of June 30, 2026, we also had outstanding warrants to purchase 3,584,073 shares of Class A common stock at a weighted average exercise price of $4.66, options to purchase 286,643 shares at a weighted average exercise price of $3.67, and 232,947 unvested restricted stock units. These securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive.

Cash Flow

Six Months Ended June 30, 2026 2025 Change%
Cash used in operating activities $(9,110,362) $(7,845,359) $(1,265,003) 16%
Cash used in investing activities $(7,334,455) $(4,354,130) $(2,980,325) 68%
Cash provided by financing activities $139,789,515 $130,603 $139,658,912 106,930%
Cash on hand $166,520,694 $3,634,693 $162,886,001 4,481%

Six Months ended June 30, 2026 and 2025

Cash Flow from Operating Activities

For the six months ended June 30, 2026, net cash flows used in operating activities was approximately $9.11 million compared to approximately $7.85 million during the six months ended June 30, 2025.

Cash flows used in operating activities for the six months ended June 30, 2026 of approximately $9.11 million is comprised of a net loss of approximately $9.99 million, which was reduced by non-cash expenses of approximately $197,000 for stock-based compensation and approximately $1.22 million for depreciation, and partially offset by an increase in net working capital of approximately $534,000.

Cash flows used in operating activities for the six months ended June 30, 2025 of approximately $7.8 million is comprised of a net loss of approximately $12.0 million, which was reduced by non-cash expenses of approximately $437,000 for stock-based compensation, approximately $2.1 million for depreciation, and a decrease in working capital of approximately $1.7 million.

Cash Flows from Investing Activities

During the six months ended June 30, 2026 and 2025, we invested approximately $7.33 million and $4.35 million, respectively, in property and equipment primarily related to purchasing satellite related components and software.

  • 37-

Cash Flows from Financing Activities

During the six months ended June 30, 2026, net cash provided by financing activities of approximately $139.79 million included net proceeds of approximately $146.22 million from our April 2026 and May 2026 registered direct offerings and approximately $1.79 million from the exercise of warrants, partially offset by repayment of the asset-based loan of approximately $8.21 million.

During the six months ended June 30, 2025, net cash provided by financing activities of approximately $131,000 included proceeds from the exercise of warrants from our December 2024 capital raise of approximately $2.4 million and proceeds from our asset-based loan of approximately $4.4 million, partially offset by repayments of our asset-based loan of approximately $3.6 million and repayments of notes payable of approximately $3.1 million.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.

Critical Accounting Policies and Significant Judgments and Estimates

This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this Quarterly Report on Form 10-Q, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

We believe our most critical accounting policies and estimates relate to the following:

  • Revenue Recognition
  • Satellite Impairment
  • Credit losses
  • Lease Accounting
  • Stock Option and Warrant Valuation

Revenue Recognition

The Company adopted ASC 606 – Revenue from Contracts with Customers using the modified retrospective transition approach. The core principle of ASC 606 is that revenue should be recognized in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for exchange of those goods or services. Our updated accounting policies and related disclosures are set forth below, including the disclosure for disaggregated revenue. The impact of adopting ASC 606 was not material to the Consolidated Financial Statements.

Our revenue is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements:

  • executed contracts with our customers that we believe are legally enforceable;
  • identification of performance obligations in the respective contract;
  • determination of the transaction price for each performance obligation in the respective contract;
  • allocation of the transaction price to each performance obligation; and
  • recognition of revenue only when we satisfy each performance obligation.
  • 38-

These five elements, as applied to each of the Company’s revenue categories, are summarized below:

Revenues primarily from manufacturing related fixed price contracts that are still in progress at month end are recognized on the percentage-of-completion method, measured by the percentage of total costs incurred to date to the estimated total costs for each contract. This method is used because management considers total costs to be the best available measure of progress on these contracts. Revenue from fixed price contracts and time-and-materials contracts that are completed in the month the work was started are recognized when the work is shipped.

Revenues from fixed price contracts primarily related to the satellite side of the business that require milestone payments are recognized at the time of the milestone being met provided the milestone includes the delivery of a service or product. This method is used because management considers that the payments are nonrefundable unless the entity fails to perform as promised. If the customer terminates the contract, we are entitled to retain any progress payments received from the customer and we have no further rights to compensation from the customer. Even though the payments made by the customer are nonrefundable, the cumulative amount of those payments is not expected, at all times throughout the contract, to at least correspond to the amount that would be necessary to compensate us for performance completed to date. Accordingly, we account for the progress under the contract as a performance obligation satisfied at a point in time.

The Company accounts for the majority of its fixed price or time-and-materials contracts as performance obligations satisfied over time, due to the Company’s enforceable right to collect based on services provided through any applicable date of termination. Amounts recognized as revenue over time due to this, but in which the Company does not yet have the right to invoice for due to contractual arrangements are reflected as contract assets until such time as they are invoiced, and the Company has the right to receive payment.

Credit Losses

The provision for expected credit losses on trade receivables is estimated based on historical information, customer solvency and changes in customer payment terms and practices. The Company calibrates its provision matrix to adjust the historical credit loss experience with forward-looking information. The amount of expected credit losses is sensitive to changes in circumstances and of forecast economic conditions. The Company’s historical credit loss experience and forecast of economic conditions may also not be representative of the customer’s actual default in the future. The Company utilizes the Allowance Method based on the accounts receivable aging in order to accrue bad debt expense.

Satellite Impairment

Management performs its impairment assessment using an undiscounted cash flow model, which incorporates projected revenue from the Company’s satellite operations, as the related fixed assets are directly tied to these activities. Key assumptions in the model include the expected initial data harvesting date, the probability of establishing and maintaining communications, the number of daily satellite passes over ground stations, average usable contact time per pass, data downlink speed, the proportion of data sold, and the pricing of such data. These assumptions are based on historical satellite performance, current market pricing, and management’s expectations for future operations. Given the inherent uncertainty in forecasting, these assumptions are highly sensitive, and relatively small changes could result in different conclusions. Any impairment charge identified is recognized in the period determined and may have a significant impact on net income and stockholders’ equity.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets.

  • 39-

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Leases with a lease term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight-line basis over the lease term in our statement of operations.

Stock Option and Warrant Valuation

We use the Black-Scholes option-pricing model to value all options and Class A common stock warrants. Estimating the fair value of stock options using the Black-Scholes option-pricing model requires the application of significant assumptions, such as the fair value of our Class A common stock, the estimated term of the options, risk-free interest rates, the expected volatility of the price of our Class A common stock, and an expected dividend yield. Each of these assumptions is subjective, requires significant judgment, and is based upon management’s best estimates. If any of these assumptions were to change significantly in the future, equity-based compensation related to future awards may differ significantly, as compared with awards previously granted.

JOBS Act

On April 5, 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (“Securities Act”) for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have chosen to take advantage of the extended transition periods available to emerging growth companies under the JOBS Act for complying with new or revised accounting standards until those standards would otherwise apply to private companies provided under the JOBS Act. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates for complying with new or revised accounting standards.

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions, including without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

  • 40-

Market risk

As filed, 162 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

Controls and procedures

As filed, 1,680 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management is undertaking multiple corrective actions to address ineffective controls and procedures, including strengthening, redesigning and automating controls, enhancing training and increasing management oversight to address root causes. Key actions involve increased segregation of duties, implementation of robust reconciliations, upgrades to systems and validation of system-generated data.

Changes in Internal Control

There have been no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

  • 41-

Risk factors

As filed, 868 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Risk factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”). There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2026-06-30. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Revenue3 months2026-04-01 to 2026-06-30$531.2kus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Revenue6 months2026-01-01 to 2026-06-30$781.3kus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Cost of revenue3 months2026-04-01 to 2026-06-30$1.2mus-gaap:CostOfRevenue
Cost of revenue6 months2026-01-01 to 2026-06-30$2.6mus-gaap:CostOfRevenue
Gross profit3 months2026-04-01 to 2026-06-30−$629.7kus-gaap:GrossProfit
Gross profit6 months2026-01-01 to 2026-06-30−$1.7mus-gaap:GrossProfit
Selling, general and administrative3 months2026-04-01 to 2026-06-30$5.1mus-gaap:SellingGeneralAndAdministrativeExpense
Selling, general and administrative6 months2026-01-01 to 2026-06-30$9.5mus-gaap:SellingGeneralAndAdministrativeExpense
Operating income3 months2026-04-01 to 2026-06-30−$5.7mus-gaap:OperatingIncomeLoss
Operating income6 months2026-01-01 to 2026-06-30−$11.2mus-gaap:OperatingIncomeLoss
Interest expense3 months2026-04-01 to 2026-06-30$879us-gaap:InterestExpense
Interest expense6 months2026-01-01 to 2026-06-30$1.8kus-gaap:InterestExpense
Net income3 months2026-04-01 to 2026-06-30−$4.8mus-gaap:NetIncomeLoss
Net income6 months2026-01-01 to 2026-06-30−$10.0mus-gaap:NetIncomeLoss
Diluted EPS3 months2026-04-01 to 2026-06-30−$0.06us-gaap:EarningsPerShareDiluted
Diluted EPS6 months2026-01-01 to 2026-06-30−$0.13us-gaap:EarningsPerShareDiluted
Basic EPS3 months2026-04-01 to 2026-06-30−$0.06us-gaap:EarningsPerShareBasic
Basic EPS6 months2026-01-01 to 2026-06-30−$0.13us-gaap:EarningsPerShareBasic
Diluted shares (weighted)3 months2026-04-01 to 2026-06-3085,267,410 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Diluted shares (weighted)6 months2026-01-01 to 2026-06-3075,947,534 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow6 months2026-01-01 to 2026-06-30−$9.1mus-gaap:NetCashProvidedByUsedInOperatingActivities
Capital expenditure6 months2026-01-01 to 2026-06-30$7.3mus-gaap:PaymentsToAcquireProductiveAssets
Cash and equivalentsAt period end2026-06-30$166.5mus-gaap:Cash
Current assetsAt period end2026-06-30$172.8mus-gaap:AssetsCurrent
Total assetsAt period end2026-06-30$194.8mus-gaap:Assets
Current liabilitiesAt period end2026-06-30$5.2mus-gaap:LiabilitiesCurrent
Total liabilitiesAt period end2026-06-30$6.0mus-gaap:Liabilities
Shareholders' equityAt period end2026-06-30$188.8mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0001493152-26-037731. Last ingested by Listed: Nov 6, 2026, 18:27 ET. Listed shows no prices and gives no investment advice.