Nanland Holding Limited 2025 Quarterly Report

FORM10-Q Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Quarterly Report”),references to the “Company,” “our,” “us,” “we,” or “Southland” refer to Southland Holdings, Inc. and its CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report includes forward-looking statements within the meaning of Section 27A ofthe Securities Act of 1933 (the “Securities Act”), as amended, and Section 21E of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”). These statements are based on the reasonable beliefs andassumptions of our management. Forward-looking statements are inherently subject to risks, uncertaintiesand assumptions. Generally, statements that are not historical facts, including statements concerningpossible or assumed future actions, business strategies, events or results of operations, are forward-looking ●Access, collect and use personal data about consumers;●Execute our business strategy, including monetization of services provided and expansions inand into existing and new lines of business;●Anticipate the uncertainties inherent in the development of new business lines and businessstrategies;●Retain and hire necessary employees;●Increase brand awareness;●Attract, train and retain effective officers, key employees or directors;●Upgrade and maintain information technology systems;●Potential disruptions, failures or security breaches of the information technology systems onwhich we rely to conduct our business;●Acquire, develop and protect intellectual property;●Meet future liquidity requirements, maintain adequate working capital, and comply withrestrictive covenants related to long-term indebtedness;●Effectively respond to general economic, socioeconomic and other business conditions;●Maintain the listing of our securities on the NYSE American LLC (“NYSE”) or anothernational securities exchange;●Obtain additional capital, including use of debt and capital markets;●Achieve or enhance future operating and financial results;●Anticipate rapid technological changes;●Comply with laws and regulations applicable to its business, including but not limited to lawsand regulations related to data privacy and insurance operations;●Stay abreast of modified or new laws and regulations applying to our business;●Anticipate the impact of, and respond to, new accounting standards;●Anticipate any change in interest rates which would change our cost of capital;●Anticipate the significance and timing of contractual obligations; Forward-looking statements are not guarantees of performance and speak only as of the datehereof. While we believe that these forward-looking statements are reasonable, there can be no assurancethat we will achieve or realize these plans, intentions, or expectations. You should understand that thefollowing important factors, in addition to those discussed under the heading “Item 1A. Risk Factors” and Table of Contents Securities and Exchange Commission (“SEC”), could affect our future results and could cause those resultsor other outcomes to differ materially from those expressed or implied in the forward-looking statements in ●Litigation, complaints, product liability claims and/or adverse publicity;●The impact of changes in consumer spending patterns, consumer preferences, local, regionalandnational economic conditions,crime,weather,demographic trends and employeeavailability; These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Quarterly Report are more fully described under the heading “Item 1A. RiskFactors” in the Annual Report and elsewhere in this Quarterly Report. The risks described under theheading “Item 1A. Risk Factors” in the Annual Report are not exhaustive. Other sections of this QuarterlyReport may describe additional factors that could adversely affect our business, financial condition orresults of operations. New risk factors emerge from time to time and it is not possible to predict all suchrisk factors, nor can we assess the impact of all such risk factors on the business, nor the extent to which In addition, statements of belief and similar statements reflect our reasonable beliefs and opinionson the relevant subject. These statements are based upon information available to us, as applicable, as ofthe