Octave Intelligence plc-B 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March31, 2026 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to NameofEachExchangeonWhichRegistered The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such 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 be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (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 Rule 12b-2 of the Exchange Act. (Check one): LargeAcceleratedFiler☐AcceleratedFiler☐Non-acceleratedFiler☒SmallerReportingCompany☐EmergingGrowthCompany☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying with any new or revised financial standards provided pursuant to Section13(a) of the Exchange Act:☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 1, 2026, the registrant had 11,025,000 Class A Ordinary Shares and 257,412,788 Class B Ordinary Shares outstanding. OCTAVE INTELLIGENCE PLCForm 10-QTable of Contents PART I.FINANCIAL INFORMATIONItem 1.Financial Statements (unaudited)Condensed Combined Balance Sheets1Condensed Combined Statements of Operations2Condensed Combined Statements of Comprehensive Income3Condensed Combined Statements of Equity4Condensed Combined Statements of Cash Flows5Notes to Condensed Combined Financial Statements6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations19 NOTE ABOUT FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements. All statements other thanstatements of historical fact, including, without limitation, statements about future events, future financial position or results ofoperations, business strategy, budgets, projected costs, plans and objectives of management for future operations are forward-lookingstatements. Use of the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,”“plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “affects,” “forecasts,” “target,”“outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal” or the negative of those words and other similar expressions mayidentify forward-looking statements, but the absence of these words does not necessarily mean a statement is not forward-looking. Forward-looking statements are based on our current expectations and projections about future events and trends that webelieve may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives andfinancial needs, and on a number of assumptions, including those regarding customer demand, subscription license activity, SaaSadoption, pricing and packaging initiatives, macroeconomic conditions, our ability to identify, consummate and integrate strategicacquisitions, our ability to successfully operate as an independent public company following the Distribution (as defined below), thetiming and costs associated with separation-related activities, our ability to generate sufficient cash flows and comply with the terms ofour indebtedness and our ability to execute our growth strategies. Because forward-looking statements relate to the future, by theirnature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. These risks and othersthat may cause actual results to differ materially from those expressed in such forward-looking statements are described further in thisForm 10-Q and the risks discussed under the section titled “Risk Factors” in the Information Statement attached as Exhibit 99.1 toOctave’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 12, 2026 (the“Information Statement”) and those discussed in other documents we file with the SEC. You should not rely upon forward‑looking statements as predictions of future events. W