Sadot Group Inc 2025年季度报告

FORM10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number001-39223 Sadot Group Inc.(Exact name of registrant as specified in its charter) 295 E. Renfro Street,Suite 209,Burleson,Texas76028(Address of principal executive offices) Registrant’s telephone number, including area code:(832)604-9568 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit and post such files).Yes☒No☐ Table of Contents 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” and “smallerreporting company” in Rule 12b-2 of the Exchange Act (check one): Large accelerated filer☐Non-accelerated filer☐Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The number of shares if the Registrant’s common stock, $0.0001 par value per share, outstanding as of November19, 2025,was1,292,080. Sadot Group Inc.Quarterly Report on Form 10-QFor the Three and Nine Months Ended September 30, 2025 PART IFINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial Statements (Unaudited)4Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2025 and December 31, 20244Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) (Unaudited) forthe Three and Nine Months Ended September 30, 2025 and 20245Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the Three and NineMonths Ended September 30, 2025 and 20247Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2025and 20249Notes to the Condensed Consolidated Financial Statements (Unaudited)11Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations54Item 3.Quantitative and Qualitative Disclosures About Market Risk68Item 4.Controls and Procedures68PART IIOTHER INFORMATIONItem 1.Legal Proceedings69Item 1A.Risk Factors70Item 2.Unregistered Sales of Equity Securities and Use of Proceeds71Item 3.Defaults Upon Senior Securities73Item 4.Mine Safety Disclosures73Item 5.Other Information73Item 6.Exhibits78Signatures84 PART I - FINANCIAL INFORMATION Sadot Group Inc.Condensed Consolidated Balance Sheets(Unaudited) Sadot Group Inc.Condensed Consolidated Statement of Changes in Stockholders' Equity(Unaudited) Sadot Group Inc.Condensed Consolidated Statement of Changes in Stockholders' Equity(Unaudited) (Continued) Sadot Group Inc.Condensed Consolidated Statements of Cash Flows(Unaudited) Sadot Group Inc.Condensed Consolidated Statements of Cash Flows (Continued)(Unaudited) Sadot Group, Inc.Notes to the CondensedConsolidated Financial Statements (Unaudited) 1.Business Organization and Nature of Operations Sadot Group Inc. ("Sadot Group" or "SGI" or together with its subsidiaries, the “Company”), a Nevada corporation was incorporatedin Nevada on October 25, 2019. In late 2022, SGI transformed from a U.S.-centric restaurant business into a global organizationfocused on the Agri-food commodity supply chain. Sadot Group is headquartered in Burleson, Texas with subsidiary operationsthroughout the world. As of September30, 2025, Sadot Group consisted ofonedistinct operating unit andonediscontinued operations. Sadot LLC (“Sadot Agri-Foods”): Sadot Group’s largest operating unit is a global Agri-Foods company engaged in farming,commodity trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships across the globe.Sadot Agri-Foods competes with the ABCD commodity companies (ADM, Bunge, Cargill, Louis-Dreyfus) as well as many regionalorganizations. Sadot Agri-Foods operates, through a majority owned subsidiary, a roughly5,000acre crop prod