10-Q: Panamera Holdings Reports $153.8M Loss, Faces Going Concern

Panamera Holdings Corporation reported a significant net loss of $153.8 million for the six months ended January 31, 2026, driven by a major investment in carbon conversion technology, and faces substantial doubt about its ability to continue as a going concern.

Summary

• Reported a net loss of $153,790,175 for the six months ended January 31, 2026, a substantial increase from $191,076 in the prior year period.
• Incurred $153,400,000 in research and development expenses related to the acquisition of a license for carbon conversion and clean energy technologies from Rain Cage Carbon, Inc.
• Entered into a Head License Agreement with Rain Cage Carbon, Inc. on August 1, 2025, securing exclusive rights for U.S. and Mexico.
• The license acquisition involved a $4,900,000 promissory note and the issuance of 27,000,000 shares of restricted common stock valued at $148,500,000.
• Working capital deficiency significantly worsened to $4,174,212 as of January 31, 2026, from $59,931 at July 31, 2025.
• Cash balance decreased to $17,061 as of January 31, 2026, from $85,980 at July 31, 2025.
• Management identified material weaknesses in internal controls, including a lack of formal control for related party transactions and insufficient segregation of duties.
• The company's business focus has shifted from healthcare to environmental services, emerging innovative technologies, metals recycling, and energy production.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a highly concerning report due to the massive net loss, severe working capital deficiency, and explicit going concern warning, despite the strategic pivot and technology acquisition.

Positives

• Revenues increased to $139,500 for the six months ended January 31, 2026, from $82,799 in the prior year period.
• Secured exclusive rights to innovative carbon conversion and clean energy technologies in the U.S. and Mexico through a license agreement with Rain Cage Carbon, Inc.
• Successfully raised $535,000 in cash through the issuance of 101,074 shares of restricted common stock.

Negatives

• Reported a net loss of $153,790,175 for the six months ended January 31, 2026, primarily due to a $153,400,000 research and development expense from a license acquisition.
• Accumulated deficit increased significantly to $177,094,294 as of January 31, 2026.
• Working capital deficiency worsened to $4,174,212 as of January 31, 2026.
• Cash balance declined to $17,061, indicating limited liquidity.
• Operating expenses surged to $153,778,699 for the six months ended January 31, 2026, from $230,805 in the prior year.
• The company has substantial doubt about its ability to continue as a going concern.
• Identified material weaknesses in internal controls over financial reporting, including lack of formal control for related party transactions and insufficient segregation of duties.
• Involved in a lawsuit claiming owed shares for services, which the company disputes.

Risks

• Substantial doubt about the company's ability to continue as a going concern due to significant losses and accumulated deficit.
• Dependence on obtaining additional financing through debt and/or equity arrangements to fund operations and capital expenditures.
• Material weaknesses in internal control over financial reporting, specifically regarding related party transactions and segregation of duties, which could lead to material misstatements.
• Inability to acquire necessary financing for new acquisitions or business opportunities.
• Competition from other entities with greater financial, technical, and managerial capabilities in identifying and completing business combinations.
• Potential for adverse outcomes from the ongoing legal proceeding filed by Jeffrey Kilgore.
• Reliance on a third party for accounting consulting services for the foreseeable future.

Future Outlook

The company is actively seeking new business opportunities, particularly in environmental services and emerging innovative technologies, with a focus on long-term growth potential. It plans to raise additional funds through public or private placement offerings to support operations and business development.

Management Comments

• "We are currently seeking new business opportunities with established operating business entities to merge with or to acquire with our primary emphasis in the environmental services industry, emerging innovative technologies led by innovation with integration."
• "Any new acquisition or business opportunities that we may acquire will require additional financing."
• "There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our Company requires additional financing and we are unable to acquire such funds, our business may fail."
• "We intend to look for other business opportunities to implement and/or operating companies with which to engage in a business combination including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration."
• "Our focus will be on achieving long-term growth potential."
• "The company believes this [Jeffrey Kilgore lawsuit] is without merit, and we intend to vigorously defend against it."

Industry Context

StockSavvy.ai notes that Panamera Holdings' strategic pivot towards environmental services, particularly carbon conversion and clean energy technologies, aligns with growing global demand for sustainable solutions and decarbonization efforts. This move positions the company in a high-growth sector, but also one with intense competition and significant capital requirements for R&D and commercialization. The focus on metals recycling and critical earth materials from CO2 recycling also taps into circular economy trends.

Comparison to Industry Standards

• StockSavvy.ai observes that Panamera Holdings is in an early-stage development phase, characterized by significant R&D investment and substantial net losses, which is not uncommon for companies pursuing innovative technologies in capital-intensive sectors like carbon capture and environmental services.
• Direct comparisons to established industry leaders like Carbon Engineering (acquired by Occidental Petroleum) or Climeworks (which has raised significant capital and deployed commercial-scale DAC plants) are not yet appropriate given Panamera's current financial scale and operational stage.
• The $153.4 million R&D expense for a license acquisition is a substantial upfront investment for a company of Panamera's size, indicating a high-risk, high-reward strategy.
• The company's working capital deficiency and going concern warning are critical indicators that place it significantly below the financial stability benchmarks of mature, profitable companies in the environmental technology space.

Management Changes

Corporate Governance

Legal Proceedings

• Jeffrey Kilgore filed a lawsuit on August 28, 2025, in Jefferson County, Texas (Cause No. 25DCCV1693), claiming owed shares in compensation for services. The company disputes this claim and intends to vigorously defend against it. A hearing for a temporary injunction was postponed from January 22, 2026, to a later date.

Related Party Transactions

• The company entered into a $4,900,000 promissory note agreement with the licensor (Rain Cage Carbon, Inc.) for the upfront license fee, making the licensor a related party due to the issuance of 27,000,000 shares of restricted common stock.
• Repaid $355,500 of the promissory note and recognized $97,670 in interest expenses during the six months ended January 31, 2026.
• No revenues from related party sales and no cost of revenues from related party subcontractors for the six months ended January 31, 2026, a change from the prior year.
• Paid salaries to the company's president ($75,000) and CFO ($20,000), and management fees to the CEO ($78,200) during the six months ended January 31, 2026.

Stakeholder Impact

• Shareholders: Significant dilution risk from potential future equity raises and the 27,000,000 shares already issued for the license. The substantial net loss and going concern warning pose a significant risk to investment value.
• Creditors: The large promissory note payable to a related party and the overall financial instability increase credit risk.
• Employees: The company's going concern status and reliance on future financing could create job insecurity.
• Customers/Suppliers: The company's financial health could impact its ability to fulfill contracts or pay suppliers, though current revenues are low.

Next Steps

• Obtain additional financing through public or private placement offerings.
• Continue to pursue new business opportunities, particularly in environmental services and emerging innovative technologies.
• Vigorously defend against the lawsuit filed by Jeffrey Kilgore.
• Address material weaknesses in internal controls over financial reporting.

Key Dates

Recommendation

The company reported an extremely large net loss of $153.8 million, primarily due to expensing a significant license acquisition, which has severely depleted its cash reserves to $17,061 and resulted in a working capital deficiency of over $4.1 million. Management explicitly stated "substantial doubt about the Company's ability to continue as a going concern" and highlighted material weaknesses in internal controls. While the strategic pivot to environmental technology is ambitious, the current financial state and operational risks are dire, making the stock a strong sell for any seasoned investor or institution.

Keywords

Environmental services, carbon conversion, clean energy, metals recycling, critical earth materials, SEC filing, 10-Q, financial report, net loss, working capital, going concern, related party transactions, internal controls, Panamera Holdings