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Stack Capital Group Inc. Interim / Quarterly Report 2025
48133_rns_2025-08-06_548d7409-87fe-478f-a0c2-b9a09a6c6123.pdf
Interim / Quarterly Report
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Stack Capital Group Inc.
Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025
(Expressed in Canadian Dollars, Unaudited)
NOTICE OF NO AUDITOR REVIEW OF INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, Subsection 4.3(3)(a), if an auditor has not performed a review of interim consolidated financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim consolidated financial statements of Stack Capital Group Inc. (the "Company") have been prepared by and are the responsibility of the Company's management. The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim consolidated financial statements by an entity's auditor.
Stack Capital Group Inc.
Condensed Interim Statements of Financial Position
(Expressed in Canadian Dollars, Unaudited)
| Notes | June 30, 2025 | December 31, 2024 | |
|---|---|---|---|
| Assets | |||
| Cash | $ 5,330,174 | $ 11,259,678 | |
| Restricted Cash | - | 3,109,489 | |
| Investments, at fair value | 3 | 151,773,494 | 117,793,178 |
| Prepaid expenses | 59,006 | 77,331 | |
| Total Assets | 157,162,674 | $ 132,239,676 | |
| Liabilities | |||
| Accounts payable and accrued liabilities | 6 | $ 314,093 | $ 360,728 |
| Performance fee liability | 4,273,681 | 396,112 | |
| Amounts due to Manager | 6 | 228,458 | 191,040 |
| Derivative liability | - | 773,975 | |
| Total Liabilities | 4,816,232 | 1,721,855 | |
| Equity | |||
| Share capital | 4 | 109,093,681 | $ 109,090,036 |
| Equity reserves | 4,5 | 2,459,236 | 2,362,277 |
| Retained earnings | 40,793,525 | 19,065,508 | |
| Total Equity | 152,346,442 | 130,517,821 | |
| Total Equity and Liabilities | 157,162,674 | $ 132,239,676 |
General Information (Note 1)
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
Approved on Behalf of the Board:
"Jeffrey Parks, Signed"
Jeffrey Parks, Director
"John Bell, Signed"
John Bell, Director
1
STACK
Stack Capital Group Inc.
Condensed Interim Statements of Income and Comprehensive Income
(Expressed in Canadian Dollars, Unaudited)
| Notes | For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||
| Income | |||||
| Interest income | $ 85,722 | $ 255,907 | $ 200,591 | $ 576,830 | |
| Change in unrealized fair value of investments | 3 | 35,424,301 | 1,693,048 | 33,011,266 | 1,693,048 |
| Change in unrealized foreign exchange on investments, at fair value | 3 | (6,240,318) | 699,336 | (6,332,248) | 2,612,341 |
| Realized gain on forward currency contract | 471,000 | - | 1,308,975 | - | |
| $ 29,740,705 | $ 2,648,291 | $ 28,188,584 | $ 4,882,219 | ||
| Expenses | |||||
| Management fees | 6 | 600,947 | 431,651 | 1,157,335 | 847,960 |
| Performance fee | 6 | 4,273,681 | - | 4,273,681 | - |
| Professional fees | 6 | 128,664 | 120,036 | 219,572 | 281,706 |
| Insurance | 40,951 | 65,028 | 80,230 | 130,056 | |
| General and administrative | 97,192 | 98,077 | 171,588 | 134,616 | |
| Loss (gain) on foreign exchange | 144,305 | (22,769) | 180,973 | (84,538) | |
| Share-based compensation | 5 | 252,580 | 52,770 | 317,880 | 105,541 |
| $ 5,538,320 | $ 744,793 | $ 6,401,259 | $ 1,415,341 | ||
| Net Income and Comprehensive Income for the Period | $ 24,202,385 | $ 1,903,498 | $ 21,787,325 | $ 3,466,878 | |
| Basic Earnings per Share | $ 2.25 | $ 0.21 | $ 2.11 | $ 0.38 | |
| Diluted Earnings per Share | $ 2.22 | $ 0.21 | $ 2.08 | $ 0.37 | |
| Weighted Average Number of Common Shares Outstanding | |||||
| Basic | 10,734,351 | 9,223,635 | 10,312,162 | 9,127,676 | |
| Diluted | 10,878,629 | 9,248,852 | 10,456,440 | 9,328,403 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
2
STACK
Stack Capital Group Inc.
Condensed Interim Statements of Cash Flows
(Expressed in Canadian Dollars, Unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||
|---|---|---|---|---|---|
| Notes | 2025 | 2024 | 2025 | 2024 | |
| Operating Activities: | |||||
| Net Income (loss) and comprehensive income (loss) for the year | $ 24,202,385 | $ 1,903,498 | $ 21,787,325 | $ 3,466,878 | |
| Changes in non-cash operating items: | |||||
| Change in unrealized fair value of investments | 3 | (35,424,301) | (1,693,048) | (33,011,266) | (1,693,048) |
| Unrealized gain on forward currency contract | (471,000) | - | (1,308,975) | - | |
| Share-based compensation | 5 | 252,579 | 52,770 | 317,879 | 105,541 |
| Change in unrealized foreign exchange on investments, at fair value | 3 | 6,240,318 | (699,336) | 6,332,248 | (2,612,341) |
| Loss (gain) on foreign exchange | 144,305 | (22,769) | 180,973 | (84,538) | |
| Interest accrued on investments | - | - | - | ||
| Changes in cash operating items: | |||||
| Acquisition of investments, net of share issuance | 3 | (4,209,813) | (2,117,354) | (7,301,299) | (12,980,434) |
| Changes in non-cash working capital items: | |||||
| Prepaid expenses | (3,271) | 67,518 | 18,325 | 95,341 | |
| Accounts payable and accrued liabilities | 6 | 395,847 | (35,848) | 385,865 | (46,334) |
| Accrual for performance fee | 4,273,681 | - | 4,273,681 | - | |
| Amounts due to Manager | 6 | 39,572 | (149,777) | (4,940) | 4,506 |
| Net Cash Used in Operating Activities | $ (4,559,698) | $ (2,694,346) | $ (8,330,184) | $ (13,744,429) | |
| Financing Activities: | |||||
| Share repurchase | $ (738,556) | - | $ (940,972) | $ (21,217) | |
| Warrant exercise | - | - | 418,000 | - | |
| Issuance costs | (4,864) | - | (4,864) | - | |
| Net Cash Provided (Used) by Financing Activities | $ (743,420) | - | $ (527,836) | $ (21,217) | |
| Net Change in Cash | $ (5,303,118) | $ (2,694,346) | $ (8,858,020) | $ (13,765,646) | |
| Cash and cash equivalents, beginning of period | 10,777,597 | 14,064,474 | 14,369,167 | 25,074,005 | |
| Effect of foreign exchange changes | (144,305) | 22,769 | (180,973) | 84,538 | |
| Cash and cash equivalents, end of period | $ 5,330,174 | $ 11,392,897 | $ 5,330,174 | $ 11,392,897 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
3
STACK
Stack Capital Group Inc.
Condensed Interim Statements of Changes in Equity
(Expressed in Canadian Dollars, Unaudited)
| Notes | Common shares (#) | Common shares ($) | Equity Reserves | Retained Earnings (Deficit) | Total | |
|---|---|---|---|---|---|---|
| Balance, December 31, 2023 | 8,951,245 | $ 93,480,730 | $ 7,741,289 | $ (4,472,542) | $ 96,749,477 | |
| Share repurchase | (2,600) | (27,153) | - | 5,936 | (21,217) | |
| Shares issued for acquisition of investments | 275,686 | 2,483,946 | - | - | 2,483,946 | |
| Share based compensation | - | - | 3,041 | - | 3,041 | |
| Warrant Reserve | - | - | (7,538,624) | 7,538,624 | - | |
| Net income for the period | - | - | - | 3,466,878 | 3,466,878 | |
| Balance, June 30, 2024 | 9,224,331 | 95,937,523 | 205,706 | 6,538,896 | 102,682,125 | |
| Share repurchase | (38,600) | (397,906) | - | 1,327 | (396,579) | |
| Share issuance for private placement | 1,518,146 | 13,550,419 | 1,933,368 | - | 15,483,787 | |
| Share based compensation | - | - | 223,203 | - | 223,203 | |
| Net income for the period | - | - | - | 12,525,285 | 12,525,285 | |
| Balance, December 31, 2024 | 10,703,877 | 109,090,036 | 2,362,277 | 19,065,508 | 130,517,821 | |
| Share repurchase | 4 | (86,353) | (881,664) | - | (59,308) | (940,972) |
| Performance fee taken in shares | 4 | 32,180 | 353,755 | - | - | 353,755 |
| Share based compensation | 5 | 2,160 | 16,841 | 193,672 | - | 210,513 |
| Warrant exercise | 4 | 38,000 | 514,713 | (96,713) | - | 418,000 |
| Net income for the period | - | - | - | 21,787,325 | 21,787,325 | |
| Balance, June 30, 2025 | 10,689,864 | 109,093,681 | 2,459,236 | 40,793,525 | 152,346,442 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
4
STACK
Stack Capital Group Inc.
Interim Schedule of Investment Portfolio as at June 30, 2024
(Expressed in Canadian Dollars, Unaudited)
Private Investments
| Investments | Investment type | Portfolio weight at period end | Cost | Fair value |
|---|---|---|---|---|
| Coreweave^{1} | Common shares and units | 29.84% | 14,045,204 | 45,452,827 |
| SpaceX^{ii} | Units | 17.32% | 10,618,504 | 26,381,244 |
| Canva | Common shares | 8.62% | 10,864,716 | 13,127,530 |
| Locus Robotics | Series F preferred shares | 7.43% | 10,822,368 | 11,320,760 |
| Locus Robotics | Common shares | 1.38% | 2,486,406 | 2,098,346 |
| Hopper | Series A-1 Preferred shares | 7.20% | 10,368,105 | 10,971,544 |
| Newfront Insurance | Series D-1 Preferred shares | 7.17% | 10,133,737 | 10,929,963 |
| Omio^{iii} | Series E-1 Preferred shares | 6.28% | 9,095,738 | 9,563,647 |
| Omio | Common shares | 1.12% | 952,112 | 1,709,088 |
| Prove Identify^{iv} | Common shares | 4.03% | 6,059,643 | 6,138,114 |
| Prove Identify | Series E-1 Preferred shares | 2.23% | 3,921,236 | 3,397,292 |
| Shield AI^{v} | Units | 2.74% | 2,778,010 | 4,177,523 |
| Bolt Financial | Series E-1 Preferred shares | 2.57% | 5,091,044 | 3,921,192 |
| Bolt Financial | Series D Preferred shares | 0.78% | 2,577,092 | 1,185,432 |
| Varo Money | Common shares | 0.88% | 6,335,194 | 1,346,140 |
| Other Capitalized Legal Fees | 0.03% | 55,616 | 52,852 | |
| Total | 99.62% | $ 106,204,725 | $ 151,773,494 | |
| Cash | 3.50% | $ 5,330,174 | ||
| Other assets and liabilities | (3.12%) | (4,757,226) | ||
| Total | 100.00% | $ 152,346,442 |
1 the Company invested in units of Stack CW LP which is invested in Corweave Inc. Refer to Note 3 i).
2 the Company invested in units of Space LP which is primarily invested into Space Exploration Technologies Corp. ("SpaceX"). Refer to Note 3 ii).
iii the Company invested in shares of GoEuro Corp. which does business as Omio.
iv the fair value of Prove Identity Inc. common shares is net of an unrealized deferred gain of $968,966. Refer to Note 3 viii).
v the Company invested in units of Defence AI LP which is primarily invested into Shield AI Inc.
STACK
Stack Capital Group Inc.
Notes to the Condensed Interim Consolidated financial statements
For the three and six months ended June 30, 2025
(Expressed in Canadian Dollars, Unaudited)
- General Information
Stack Capital Group Inc. (the "Company") is an investment holding company. Its business objective is to invest in equity, debt and/or other securities of growth-to-late-stage private businesses. On June 16, 2021, the Company completed its initial public offering, at which time, the Company's common shares commenced trading on the Toronto Stock Exchange ("TSX") under the symbol "STCK". SC Partners Ltd. (the "Manager") has taken the initiative in creating the Company and acts as the Company's administrator and is responsible to source and advise with respect to all investments for the Company.
The Company is federally incorporated and domiciled in Ontario, Canada. The registered office of the Company and the Manager is located at 155 Wellington St. W, Suite 3140, Toronto, ON, M5V 3H1.
The unaudited condensed interim consolidated financial statements were approved on August 5, 2025 by the Company's Board of Directors for issuance on August 6, 2025.
- Basis of Presentation, Significant Accounting Policies, and Use of Estimates and Judgments
The unaudited condensed interim consolidated financial statements of the Company were prepared in accordance with International Financial Standards as issued by the International Accounting Standards Board ("IFRS"), applicable to the preparation of the unaudited condensed interim financial statement, including International Accounting Standard ("IAS") 34 Interim Financial Reporting. The unaudited condensed interim statements of financial position of the Company are presented on a non-classified basis. Except for Investments, all other assets expected to be realized and liabilities expected to be settled within the Company's normal operating cycle of one year are considered current.
The accounting policies and methods of application in these unaudited condensed interim consolidated financial statements, including comparatives, are consistent with those used in the Company's audited annual consolidated financial statements for the year ended December 31, 2024, and should be read in conjunction with those statements.
The preparation of unaudited condensed interim consolidated financial statements in conformity with IFRS requires the Company's management to make judgments, estimates and assumptions about the carrying amount of its assets and liabilities that are not readily apparent from other sources. On an ongoing basis, management reviews these estimates, which are based on its best knowledge of current events and actions the Company may undertake in the future. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The judgements, estimates and assumptions applied in the condensed interim consolidated financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Company's last audited annual consolidated financial statements for the year ended December 31, 2024. There have been no significant changes in the methods or techniques used in the areas of estimation and critical judgments made during the six months ended June 30, 2024.
STACK
Stack Capital Group Inc.
Notes to the Condensed Interim Consolidated financial statements
For the three and six months ended June 30, 2025
(Expressed in Canadian Dollars, Unaudited)
3. Investments, at Fair Value
A summary of changes in the fair value of the Company's investments for the six months ended June 30, 2025 is as follows:
| Investments | Investment type | Balance as of January 1, 2025 | Additions | Unrealized Gain (Loss) on Investments | Unrealized Foreign Currency Losses | Balance as of June 30, 2025 |
|---|---|---|---|---|---|---|
| Coreweave^{1} | Common shares and units | $ 11,251,110 | $ 3,091,486 | $ 31,803,908 | $ (693,677) | $ 45,452,827 |
| SpaceX^{II} | Units | 23,507,072 | 4,154,376 | - | (1,280,204) | 26,381,244 |
| Canva^{III} | Common shares | 13,845,344 | - | - | (717,814) | 13,127,530 |
| Locus Robotics^{IV} | Series F preferred shares | 11,939,780 | - | - | (619,020) | 11,320,760 |
| Locus Robotics^{IV} | Common shares | 2,212,269 | - | - | (113,922) | 2,098,346 |
| Hopper^{V} | Series A-1 Preferred shares | 11,571,469 | - | - | (599,925) | 10,971,544 |
| Newfront^{VI} | Series D-1 Preferred shares | 11,527,614 | - | - | (597,651) | 10,929,963 |
| Omio^{VII} | Series E-1 Preferred shares | 10,086,588 | - | - | (522,941) | 9,563,647 |
| Omio^{VII} | Common shares | 1,802,541 | - | - | (93,453) | 1,709,088 |
| Prove Identity^{VIII*} | Common shares | 6,415,003 | 55,437 | - | (332,325) | 6,138,114 |
| Prove Identity^{VIII} | Series E-1 Preferred shares | 3,583,058 | - | - | (185,764) | 3,397,292 |
| Shield AI^{IX} | Units | 3,189,990 | - | 1,207,358 | (219,825) | 4,177,523 |
| Bolt Financial^{X} | Series E-1 Preferred shares | 4,135,603 | - | - | (214,411) | 3,921,192 |
| Bolt Financial^{X} | Series D Preferred shares | 1,250,251 | - | - | (64,819) | 1,185,432 |
| Varo Money^{XI} | Common shares | 1,419,747 | - | - | (73,607) | 1,346,140 |
| Other capitalized legal fees | 55,742 | - | - | (2,890) | 52,852 | |
| Total | $ 117,793,178 | $ 7,301,299 | $ 33,011,266 | $ (6,332,248) | $ 151,773,494 |
- The fair value of Prove Identity Inc. common shares is net of an unrealized deferred Day 1 gain of $968,966 Refer to Note 3 viii).
A summary of changes in the fair value of the Company's investments for the year ended December 31, 2024 is as follows:
| Investments | Investment type | Balance as of January 1, 2024 | Additions | Unrealized Gain (Loss) on Investments | Unrealized Foreign Currency Gains | Balance as of December 31, 2024 |
|---|---|---|---|---|---|---|
| Coreweave^{1} | Common shares | $ - | $ 10,953,718 | $ - | $ 297,391 | $ 11,251,110 |
| SpaceX^{II} | Units | 12,009,093 | - | 9,940,531 | 1,557,448 | 23,507,072 |
| Canva^{III} | Common shares | 18,878 | 10,845,838 | 2,192,662 | 787,966 | 13,845,344 |
| Locus Robotics^{IV} | Series F preferred shares | 10,585,498 | - | 403,132 | 951,149 | 11,939,780 |
| Locus Robotics^{IV} | Common shares | - | 2,486,406 | (402,606) | 128,468 | 2,212,269 |
| Hopper^{V} | Series A-1 Preferred shares | 10,636,198 | - | - | 935,271 | 11,571,469 |
| Newfront^{VI} | Series D-1 Preferred shares | 10,595,887 | - | - | 931,727 | 11,527,614 |
| Omio^{VII} | Series E-1 Preferred shares | 9,271,333 | - | - | 815,255 | 10,086,588 |
| Omio^{VII} | Common shares | 1,656,849 | - | - | 145,691 | 1,802,541 |
| Prove Identity^{VIII} | Common shares | 5,898,262 | - | - | 516,741 | 6,415,003 |
| Prove Identity^{VIII} | Series E-1 Preferred shares | 3,293,455 | - | - | 289,603 | 3,583,058 |
| Shield AI^{IX} | Units | - | 3,078,737 | - | 111,253 | 3,189,990 |
| Bolt Financial^{X} | Series E-1 Preferred shares | 3,291,522 | - | 528,011 | 316,069 | 4,135,603 |
| Bolt Financial^{X} | Series D Preferred shares | 1,651,990 | 8,287 | (529,544) | 119,517 | 1,250,251 |
| Varo Money^{XI} | Common shares | 2,943,551 | - | (1,697,032) | 173,228 | 1,419,747 |
| Other capitalized legal fees | - | 55,616 | - | 126 | 55,742 | |
| Total | $ 71,852,516 | $ 27,428,603 | $ 10,435,155 | $ 8,076,903 | $ 117,793,178 |
STACK
Stack Capital Group Inc.
Notes to the Condensed Interim Consolidated financial statements
For the three and six months ended June 30, 2025
(Expressed in Canadian Dollars, Unaudited)
3. Investments, at Fair Value (Continued)
i) Coreweave, Inc. ("Coreweave"), headquartered in Roseland, New Jersey, specializes in providing cloud-based graphics processing unit (GPU) infrastructure to artificial intelligence developers. During the year ended December 31, 2024 the company invested $10,953,718 (US$7,819,244). During the quarter ended March 31, 2025, purchased common shares of Coreweave, Inc. for consideration of US$2,161,000. US$1,161,000 is related to an investment was made directly by the Company into Coreweave. An additional investment of US$1,000,000 was made through Stack CW LP, a special purpose vehicle wholly invested in Coreweave, Inc. On March 28, 2025 Coreweave went public on the NASDAQ under the ticker: CRWV. As at June 30, 2025, management has deferred the trading price is representative of fair value of $45,452,827 (December 31, 2024: $11,251,110). As Coreweave is now a publicly traded entity, this is now a Level 1 investment (see note 7).
ii) Space LP is a special purpose vehicle, which is wholly owned and controlled by the Company, it is invested in shares of Space Exploration Technologies Corp. ("SpaceX"). Substantially all of Space LP's value is derived from SpaceX. SpaceX, based in Hawthorne, California, is a designer and provider of space transportation services, as well as a satellite communications provider through its Starlink brand.
The Company invested $6,464,130 (US$5,000,000) in limited partnership units in SpaceX during 2021. The Company invested an additional $4,154,376 (US$3,000,000) during Q2'25. SpaceX completed an offering in Q4-2024 which valued SpaceX at US$350 billion. Management updated their valuation in SpaceX during the year ended December 31, 2024 to reflect the changes in value relevant to this offering. As at June 30, 2025, management has based the valuation in SpaceX based on the recent market transactions resulting in a fair value of $26,381,244 (December 31, 2024: $23,507,072).
iii) Canva, Inc. ("Canva"), based in Sydney, Australia, Canva is a graphic design platform that's used for creating visual content, presentations, posters, and documents. During the quarter ended March 31, 2024, the company invested $10,845,838 (US$8,007,183) in common shares of Canva. In Q4-2024 Canva completed an offering which valued Canva at US$32 billion. As at June 30, 2025, management has determined that the transaction price is representative of a fair value of $13,127,530 (December 31 2024: $13,845,344).
iv) Locus Robotics Corp. ("Locus"), headquartered in Wilmington, Massachusetts, is a provider of enterprise robotics solutions for some of the world's most dynamic warehouses and leading brands operating in third-party logistics, retail & e-commerce, healthcare, and the industrial sectors. During the year ended December 31, 2022, the Company invested $10,822,368 (US$8,003,552) in Series F preferred shares of Locus. Additionally, during the quarter ended March 31, 2024, the Company purchased $2,469,714 in common shares of Locus in share swap for 273,501 shares of Stack Capital Group Inc. The transaction took place on March 4, 2024, therefore the share swap was priced at the closing price of the Company's shares as at March 3, 2024 of $9.03. As at June 30, 2025, management has determined that the transaction price of the series F preferred shares and the common shares is representative of fair value of $11,320,760 and $2,098,346 respectively (December 31, 2024: $11,939,780 series F preferred shares and $2,212,269 common shares).
v) Hopper Inc. ("Hopper"), based in Montreal, Quebec, is an AI-powered and mobile focused online travel agency, specializing in hotels, flights, car rentals and homes. During the first quarter ended March 31, 2022, the Company invested $7,656,901 (US$6,020,385) in Class A-1 preferred shares of Hopper. During the second quarter ended June 30, 2023 additional Class A-1 preferred shares were purchased for $2,711,204 (US$2,021,500). As at June 30, 2025, management has determined that the recent transaction price is representative of fair value of $10,971,544 (December 31, 2024: $11,571,469).
STACK
Stack Capital Group Inc.
Notes to the Condensed Interim Consolidated financial statements
For the three and six months ended June 30, 2025
(Expressed in Canadian Dollars, Unaudited)
3. Investments, at Fair Value (Continued)
vi) Newfront Insurance Holdings, Inc. ("Newfront"), based in Sacramento, California, is an insurance brokerage focused on leveraging technology intended to assist large businesses in purchasing insurance packages based on insight-based recommendations. During the quarter ended June 30, 2022, the Company invested $10,133,737 (US$8,011,407) in Series D-1 preferred shares of Newfront. As at June 30, 2025, management has determined that the recent transaction price is representative of fair value of $10,929,963 (December 31, 2024: 11,527,614).
vii) GoEuro Corp. (known as "Omio"), headquartered in Berlin, Germany and incorporated in the United States, is an operator of a multi-modal travel booking platform intended to help travellers in Europe, the United States and Canada to compare, plan and book trains, buses, ferries, and flights. During the quarter ended June 30, 2022, the Company invested $9,095,738 (US$7,009,929) in Series E-1 preferred shares of Omio. During the quarter ended September 30, 2023, the Company also invested $953,258 (US$704,225) in common shares of Omio. As at June 30, 2025, management has determined that the most recent transaction price is representative of fair value of $9,563,647 and $1,709,088 for preferred shares and common shares, respectively (December 31, 2024: $10,086,588 preferred shares, $1,802,541 common shares).
viii) Prove Identity Inc. ("Prove"), based in New York City, New York, is a software developer of identity-verification software designed to protect against identity theft and social engineering attacks from professional attackers.
In 2021, the Company invested $1,083,556 (US$822,500) and $3,921,236 (US$3,060,106) in common shares and Series E-1 preferred shares of Prove, respectively. In 2022, the Company invested another $4,898,930 in common shares. Given the nature of the private transaction for some of the shares, the fair value of acquired common shares exceeded the transaction price of $2,272,548 by $1,157,270. Following the IFRS 9 Financial Instruments requirements, this difference, referred hereafter as Day 1 Gain, was deferred on the Consolidated Statements of Financial Position as the fair value of Prove is determined using the valuation technique that includes unobservable (L3) inputs. The carrying value of common shares on the Consolidated Statements of Financial Position is net of the unrealized deferred Day 1 Gain, revalued at June 30, 2025 to be $968,966 (December 31 2024: $1,021,949).
As at June 30, 2025, the Company estimated the fair value of Prove based on recent market transaction data, and the common shares and Series E-1 Preferred shares of Prove had a fair value of $6,138,114 and $3,397,292 respectively (December 31, 2024: $6,415,003 common shares and $3,583,058 series E-1 preferred shares).
ix) Defence AI LP, a special purpose vehicle ("SPV"), that holds an investment in Shield AI. Shield AI is an American aerospace and defense technology company based in San Diego, California. It develops artificial intelligence-powered fighter pilots, drones, and technology for defense operations. During the year ended December 31, 2024 the Company invested $2,778,010 (US$2,000,000). The instrument entitles the Company an annual interest rate of 13.74% paid in kind and an equity fee paid in common shares of the military defence company that will range from 30.4% to 42.8% depending on time until a liquidity event. There is no end of term for this investment. The fair value as at June 30, 2025 was $4,177,523 (December 31, 2024: 3,189,990)
x) Bolt Financial Inc. ("Bolt"), based in San Francisco, California, is a software developer of a one-click checkout process and fraud protection for online retailers. During 2021, the Company invested $2,568,361 (US$2,013,986) in Series D preferred shares and $5,091,044 (US$4,031,233) in convertible debentures of Bolt.
The fair value of the Bolt's Series E-1 and Series D preferred shares as at June 30, 2025 was $3,921,192 and $1,185,432 (December 31, 2024: $4,135,603 and $1,250,251), respectively.
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Stack Capital Group Inc.
Notes to the Condensed Interim Consolidated financial statements
For the three and six months ended June 30, 2025
(Expressed in Canadian Dollars, Unaudited)
3. Investments, at Fair Value (Continued)
xi) Varo Money, Inc. (“Varo”), based in San Francisco, California, is the first all-digital bank in the United States to secure a national bank charter allowing it to offer more products, including loans, to its clients. During 2021, the Company invested $6,335,194 (US$5,062,126) in common shares of Varo. The fair value of Varo as at June 30, 2025 was $1,346,140 (December 31, 2024: $1,419,747)
4. Share Capital and Equity Reserves
a. Authorized Share Capital
As at June 30, 2025, the authorized share capital consisted of an unlimited number of common shares.
b. Common Shares Issued
As at June 30, 2025, the issued share capital was as follows:
| Number of Common Shares | Amount | |
|---|---|---|
| Balance, December 31, 2023 | 8,951,245 | $ 93,480,730 |
| Share repurchase | (2,600) | (27,153) |
| Shares issued for acquisition of investments | 273,501 | 2,469,714 |
| Shares issued in private placement | 2,185 | 14,231 |
| Balance, June 30, 2024 | 9,224,331 | $ 95,937,523 |
| Share repurchase | (38,600) | (397,906) |
| Share issuance for private placement | 1,518,146 | 13,550,419 |
| Balance, December 31, 2024 | 10,703,877 | $ 109,090,036 |
| Share repurchase^{i} | (86,353) | (881,664) |
| Warrant exercise^{ii} | 38,000 | 514,713 |
| Performance fee taken as shares^{iii} | 32,180 | 353,755 |
| Shares based compensation^{iv} | 2,160 | 16,841 |
| Balance, June 30, 2025 | 10,689,864 | $ 109,093,681 |
i) For the period ended June 30, 2025, the Company repurchased and cancelled a total of 86,353 (2024: 41,200) common shares for $881,664 (2024: 417,796).
ii) During the quarter ended March 31, 2025, 38,000 warrants were exercised for common shares.
iii) The Company issued 32,180 common shares in Q1'25 related to the private placement incurred for the 2024 year end for 353,755.
iv) The Company issued 2,160 common shares, after the related RSU’s fully vested in period (see note 5). The shares were issued at an average price of $11.50, for $24,840 offset by share issuance costs of 7,998.
c. Warrants
The following table reflects the continuity of warrants for the years ended December 31, 2024 to June 30, 2025:
| Number of Warrants | Amount | |
|---|---|---|
| Balance, December 31, 2023 | 4,913,167 | $ 7,538,624 |
| Expired | (4,913,167) | $ (7,538,624) |
| Balance June 30, 2024 | - | - |
| Issued | 757,953 | $ 1,933,368 |
| Balance December 31, 2024 | 757,953 | $ 1,933,368 |
| Exercise | (38,000) | (96,712) |
| Balance, June 30, 2025 | 719,948 | $ 1,836,655 |
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Stack Capital Group Inc.
Notes to the Condensed Interim Consolidated financial statements
For the three and six months ended June 30, 2025
(Expressed in Canadian Dollars, Unaudited)
4. Share Capital and Equity Reserves
c. Warrants (Continued)
The following table reflects the warrants outstanding and exercisable as of June 30, 2025:
| Expiry Date | Exercise Price ($) | Weighted Average Remaining Contractual Life (Years) | Number of Warrants Outstanding and Exercisable |
|---|---|---|---|
| October 30, 2027 | 11.00 | 2.33 | 680,918 |
| November 22, 2027 | 11.00 | 2.39 | 39,030 |
d. Capital Management
The Company actively manages capital to maintain a strong and efficient capital base to maximize risk-adjusted returns to shareholders and to invest in future growth opportunities, while ensuring there is available capital to fund the Company's operation. The Company's capital consists of share capital and warrants.
5. Long-term Incentive Plan
The Company has a long-term incentive plan ("LTIP"), which was approved by shareholders on June 26, 2025 at the annual and special general meeting of shareholders. The LTIP will facilitate the granting of stock options, restricted share units ("RSUs"), performance share units ("PSUs"), and deferred share units ("DSUs"), representing the right to receive one Common Share of the Company in accordance with the terms of the LTIP. The LTIP is not intended to be granted to the founders of the Company and the Manager. As per the terms of the LTIP, the maximum aggregate number of Common Shares reserved for issuance under the LTIP shall not exceed a combined total of 10% of the Company's issued and outstanding Common Shares.
a. Options
During the year ended December 31, 2023, the Company granted 3,750 stock options with a weighted average exercise price of $7.00. Additionally, during the year ended December 31, 2024, the Company granted 4,002 stock options with a weighted average exercise price of $10.00. The 7,752 outstanding stock options vest and become exercisable over a period not exceeding five years (time vesting) from the date of grant. The estimated weighted average grant date fair value for these grants was $3.23 per stock option, as determined using the Black-Scholes valuation model and the following assumptions: risk free interest rate – 3.940%, expected life in years 0 - 5 years, expected volatility – 37.50%, expected dividend – 0% and expected forfeiture – 0%.
During the quarter ended June 30, 2025 and additional 100,000 options were issued with a weighted average exercise price of $11.00. These 100,000 options vest immediately on grant. The estimated weighted average grant date fair value for these grants was $1.86 per stock option, as determined using the Black-Scholes valuation model and the following assumptions: risk free interest rate – 2.75%, expected life in years 0 - 5 years, expected volatility – 32.33%, expected dividend – 0% and expected forfeiture – 0%.
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Stack Capital Group Inc.
Notes to the Condensed Interim Consolidated financial statements
For the three and six months ended June 30, 2025
(Expressed in Canadian Dollars, Unaudited)
5. Long-term Incentive Plan
a. Options (Continued)
The following table reflects the options outstanding as of June 30, 2025:
| Expiry Date | Exercise Price ($) | Weighted Average Remaining Contractual Life (Years) | Number of Options Issued and Outstanding | Number of Exercisable options |
|---|---|---|---|---|
| September 6, 2028 | 7.00 | 3.19 | 3,750 | 1,250 |
| November 1, 2029 | 10.00 | 4.35 | 4,002 | - |
| May 12, 2027 | 11.00 | 1.87 | 100,000 | 100,000 |
| Total | 107,752 | 101,250 |
b. Deferred Stock Units
During the year ended December 31, 2023, the Company granted 25,217 DSUs to directors with a weighted average cost of $7.96. Additionally, during the year ended December 31, 2024 the Company granted 17,811 DSUs to directors with a weighted average cost of 11.51. The Company has a total pool of 150,000 DSUs that can be issued in aggregate, as of June 30, 2025, the company has 106,972 DSUs remaining that can be issued. As of June 30, 2025 no shares have been released in share capital.
c. Restricted Stock Units
The Company has a pool of 25,000 RSUs that can be issued in aggregate. During the year ended December 31, 2024 the Company issued 2,160 RSU's for consulting services with a six month vesting period, these shares vested on February 28, 2025 and were released into share capital. On March 1, 2025 and additional 2,098 RSUs were issued for consulting services also with a six month vesting period, and will be released into share capital in August 2025.
6. Related Party Transactions
During the three and six months ended June 30, 2025, the Company incurred $677,197 (June 30, 2024: $507,901), and $1,309,835 (June 30, 2024: $1,000,460) to related parties consisting of director fees of $76,250 (June 30, 2024: $76,250), and $152,500 (June 30, 2024: $152,500) and management fees of $600,947 (June 30, 2024: $431,651), and $1,157,335 (June 30, 2024: $847,960) pursuant to the Management Agreement. In addition, included in general and administrative expenses are $21,000 (June 30, 2025: $19,250) and $42,000 (June 30, 2024: $38,500) reimbursed to the Manager for accounting and administrative services provided by an employee of the Manager.
As at June 30, 2025, included in accounts payable and accrued liabilities are $152,500 (June 30, 2024: $152,500) pertaining to director fees. Included in amounts due to Manager are $228,458 (June 30, 2024: $151,637) which include management fees of $221,458 related to the moth of June (June 30, 2024: $145,220) and $7,000 (June 30, 2024: $6,417) for expenses reimbursed to the Manager.
Management Agreement
At the time of the Company's initial public offering on June 16, 2021, the Company entered into a Management Agreement with the Manager to provide administration and investment services to the Company (the "Management Agreement"). As compensation for the provision of the services to be provided to the Company by the Manager, the Company will pay the management fee and, if applicable, the performance fee, in each case, together with any applicable sales taxes thereon, to the Manager. The management fee is a monthly amount equal to 1/12 of 1.5% of the total assets less the total liabilities, excluding any deferred taxes, plus any sales taxes thereon (defined in the Management Agreement as "Book Value").
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Stack Capital Group Inc.
Notes to the Condensed Interim Consolidated financial statements
For the three and six months ended June 30, 2025
(Expressed in Canadian Dollars, Unaudited)
6. Related Party Transactions (Continued)
The performance fee is 15% the Management Agreement Book Value on a per share basis using the time-weighted average Common Shares outstanding (defined in the Management Agreement as "Management Agreement Book Value per Share") that exceeds the high-water mark. The performance fee is calculated and accrued quarterly and paid for after the Company's year-end results have been filed each calendar year. The performance fee is calculated and paid for after the Company's year-end results have been filed each calendar year. The performance fee will be payable in cash, or at the option of the Manager, in Common Shares of the Company. For the period ended June 30, 2025, there was no performance fee (June 30, 2024: nil) incurred to the Manager.
7. Financial Instruments
a. Fair Value Estimation
The carrying value of cash, and accounts payable and accrued liabilities, approximate their fair values due to the relatively short-term maturities of these financial instruments. The three levels of the fair value hierarchy are described below:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
7. Financial Instruments
a. Fair Value Estimate (Continued)
The following table presents the Company's assets and liabilities that are measured at fair value as at June 30, 2025:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Assets | ||||
| Financial assets at fair value through profit or loss | ||||
| Cash and restricted cash | $ 5,330,174 | $ - | $ - | $ 5,330,174 |
| Investments, at fair value | 45,452,827 | - | 106,320,667 | 151,773,494 |
| Total Net Financial assets | $ 50,783,001 | $ - | $106,320,667 | $ 157,103,668 |
The following table presents the Company's assets and liabilities that are measured at fair value as at December 31, 2024:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Assets | ||||
| Financial assets at fair value through profit or loss | ||||
| Cash and restricted cash | $ 14,369,167 | $ - | $ - | $ 14,369,167 |
| Investments, at fair value | - | - | 117,793,178 | 117,793,178 |
| Liabilities | ||||
| Financial liabilities at fair value through profit or loss | ||||
| Forward foreign currency contract | - | (773,975) | - | (773,975) |
| Total Net Financial assets | $ 14,369,167 | $ (773,975) | $117,793,178 | $ 131,388,370 |
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Stack Capital Group Inc.
Notes to the Condensed Interim Consolidated financial statements
For the three and six months ended June 30, 2025
(Expressed in Canadian Dollars, Unaudited)
7. Financial Instruments
a. Fair Value Estimate (Continued)
The fair value of financial instruments traded in active markets is determined using the quoted prices where they represent those at which regularly and recently occurring transactions take place.
Level 1 instrument includes cash deposit in Canadian chartered banks, and investment in Coreweave publicly listed on the NASDAQ under the ticker CRWV.
Level 2 instrument includes forward foreign currency contract. The Company's foreign currency forward contracts are valued using standard calculations/models that are primarily based on observable inputs, such as foreign currency exchange rates, or can be corroborated by observable market data.
Level 3 instrument includes investments measured at fair value. The fair values of private investments cannot be derived from an active market and accordingly, are determined using industry accepted valuation techniques and models. Market observable inputs are used where possible, with unobservable inputs used where necessary. Use of unobservable inputs can involve significant judgment and may materially affect the reported fair value of these investments. The Company's investments are focused on private issuers which may have unobservable inputs.
The following table presents changes in level 3 instruments for the period ended June 30, 2025.
| Amount | |
|---|---|
| Balance, December 31, 2023 | $ 71,852,516 |
| Purchases | 15,450,149 |
| Unrealized gain on investments | 1,693,048 |
| Unrealized foreign exchange gain on investments, at fair value | 2,612,341 |
| Balance, June 30, 2024 | $ 91,608,053 |
| Purchases | 11,978,454 |
| Unrealized gain on investments | 8,472,107 |
| Unrealized foreign exchange loss on investments, at fair value | 5,464,562 |
| Balance December 31, 2024 | 117,793,179 |
| Purchases | 7,301,299 |
| Unrealized loss on investments | (2,233,652) |
| Unrealized foreign exchange loss on investments, at fair value | (5,638,571) |
| Transfers out of level 3 | (10,901,587) |
| Balance, June 30, 2025 | $ 106,320,667 |
¹ Coreweave, went public on March 28, 2025 on the NASDAQ, as this investment is now a listed investment on an active stock exchange it is now classified as a level 1 financial asset
b. Financial Risk Factors
The Company's activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. In the NICB of business, the Company manages these risks as they arise as a result of its use of financial instruments.
Market Risk
Market risk is the risk of a financial loss resulting from adverse changes in underlying market factors, such as foreign exchange rate, interest rates, and equity and commodity prices.
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Stack Capital Group Inc.
Notes to the Condensed Interim Consolidated financial statements
For the three and six months ended June 30, 2025
(Expressed in Canadian Dollars, Unaudited)
7. Financial Instruments
b. Financial Risk Factors
Market Risk (Continued)
i) Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument or another asset or liability will fluctuate due to changes in exchange rates.
As at June 30, 2025, some of cash and substantially all of the Company's investments, at fair value are denominated in U.S. dollars. The impact of fluctuations in foreign currency on cash and investments are primarily subject to fluctuations between the U.S. dollar and the Canadian dollar. A 10% change in the value of the Canadian dollar relative to the U.S. dollar would affect the value of cash and investments as at June 30, 2025 by approximately $15,227,000 (December 31, 2024: $12,300,100).
The Company may at times use forward foreign currency contracts to manage foreign currency risk relating to foreign exchange rates.
ii) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Typically, as interest rates rise, the fair values of fixed income investments decline and, conversely, as interest rates decline, the fair values of fixed income investments rise. In each case, the longer the maturity of the financial instrument, the greater the consequence of a change in interest rates.
The Company has exposure to the risk related to changes in interest rates on its cash balances. The Company does not have outstanding debt and does not have exposure to interest rate risk related to this for the period ended June 30, 2025.
iii) Price Risk
Price risk is the risk that the fair value or future cash flows of an equity investment or limited partnership investment will fluctuate due to changes in market prices (other than those arising from interest rate risk or foreign currency risk), whether those changes are caused by factors specific to the individual investment or its issuer, or other factors affecting all similar investments in the market.
The Company is not exposed to commodity price risk. The Company is exposed to equity securities price risk on investments. The Company's investments that have price risk include investments in private issuers of $151,773,494 as at June 30, 2025 (December 31, 2024: $117,793,178). The effect of a 10% decline or increase in the value of investments would affect the value of investments as at June 30, 2025 by approximately US$11,124,000 (December 31, 2024: US$8,186,000).
Credit Risk
Credit risk is the risk of loss resulting from the failure of a counterparty to honour its financial obligations to the company and arises predominantly with respect to cash and cash equivalents, restricted cash deposits, term deposits, short term investments and investments in debt instruments.
The Company is exposed to credit risk, which is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company has no debt outstanding, and the credit risk is considered limited. The Company's only exposure to variable rates is with the interest derived from its bank balance.
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Stack Capital Group Inc.
Notes to the Condensed Interim Consolidated financial statements
For the three and six months ended June 30, 2025
(Expressed in Canadian Dollars, Unaudited)
7. Financial Instruments
b. Financial Risk Factors
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company manages liquidity risk by maintaining sufficient liquid assets to enable settlement of financial commitments on their respective due dates. All accounts payable and accrued liabilities are due within three months, and income taxes payable must be remitted to the tax jurisdiction as they are due. There were no significant changes to the Company's exposure to liquidity risk or the framework used to monitor, evaluate and manage liquidity risk as at June 30, 2025.
The undeployed cash and investments at June 30, 2025 provide adequate liquidity to meet the Company's remaining known significant commitments over the next twelve months, which are principally comprised of the management fees and operating expenses. The Company has adequate working capital to support its operations.
8. Subsequent events
a) Upsize to Best Effort Financing:
As at July 25, 2024 the Company announced an upsize to its previously announced best efforts financing, of up to 1,454,545 units of the Company, and up to $20,000,000 in gross proceeds (the "LIFE Offering"). Each Unit will be issued at a price of $13.75 per Unit (the "Offering Price") and will be comprised of one common share (a "Common Share" and the Common Shares comprising the Units being the "Unit Shares") and one-quarter of one Common Share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant shall be exercisable by the holder thereof to acquire one Common Share (a "Warrant Share") for a period of 24 months following the date of closing at an exercise price of $17.00 per Warrant Share, subject to adjustment in certain events.
The Company also intends to complete a concurrent non-brokered private placement of up to 1,090,909 Units at the Offering Price for gross proceeds of up to $15,000,000 (the "Concurrent Private Placement"). The terms of the Concurrent Private Placement remain the same and the closing of the LIFE Offering is not conditional upon the closing of the Concurrent Private Placement.
b) SpaceX plans a share sale that would value the company at $400 billion in Q3'25, this will result in an increase in unrealized gains on the Company's investment in SpaceX.
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