📰 What This Document Is ℹ️

This document is a 6-K filing, which is a mandatory report filed by foreign private companies (like Above Food) with the U.S. Securities and Exchange Commission (SEC). Essentially, it’s a required update to keep investors and the public informed about the company’s status.

Specifically, this filing is an "Exhibit 99.1" that addresses a critical, negative update: the company is delayed in issuing its financial report for the most recent year. This document signals to the market that the company’s financial status for the period ending January 31, 2025, is currently unverified and not yet available.

👉 Key Takeaway: The biggest news is the delay. This filing is not an earnings report; it is an acknowledgment that the official report will be late, and the reason is related to ongoing audits and issues with subsidiaries.

🌱 Who Is Above Food Ingredients? 🌎

In simple terms, Above Food Ingredients is an agricultural and food technology company focused on transforming global food systems. Their grand vision is to "create a healthier world — breaking the cycle of world hunger, one seed, one field, and one bite at a time."

The company operates by managing a sophisticated chain of custody for plant proteins. They don't just grow food; they use advanced technology to ensure the source and quality of key ingredients. This approach is central to their mission of tackling global hunger using sustainable agricultural methods.

👉 Why it matters: This tells us that Above Food is positioned as a high-tech, mission-driven company, not just a simple commodity agricultural supplier.

🧑‍🔬 How Above Food Operates and Makes Money 🧬

Above Food leverages a sophisticated combination of science and technology to improve agricultural output. Their business strength rests on several proprietary capabilities that provide an edge in the market.

These core strengths include:

• Plant Proteins: Maintaining a "robust chain of custody of plant proteins," which means they meticulously track their inputs from the source to the final product.
• Proprietary Seed Development: They utilize advanced tools like "artificial intelligence-driven genomics and agronomy" to develop better seeds.
• Partnerships: They work with financial technologies (specifically naming "Palm’s financial technologies") to support their operations.

👉 Why it matters: By combining genomics (the study of heredity) with AI, Above Food is attempting to optimize crop yields and quality far beyond traditional farming methods, which is critical for meeting global food demand.

🚧 Status of the Fiscal 2025 Financials ⚠️

The central, most important subject of this filing is the delay in financial reporting. The company is providing an update on the status and timing of its consolidated financial statements for the fiscal year ended January 31, 2025, and the corresponding Annual Report on Form 20-F.

The delay is significant because the company explicitly states that "the audit of the Company’s Fiscal 2025 consolidated financial statements remains ongoing."

• Cause of Delay: The delay is partly attributed to "circumstances relating to certain subsidiaries being placed into receivership outside the Company’s control."
  • What this means: When a subsidiary is placed in receivership, it means a third party has taken control of those assets or operations. This introduces complexity and a significant barrier for the company's independent auditors, making the full consolidation of the financials impossible right now.
• The Consequence: Because the audit is incomplete, the company cannot provide assurance on its results. They warn: "Until the audit is completed and the independent auditor’s report is issued, no assurance can be provided as to the Company’s Fiscal 2025 financial results or the timing of the filing of the Company’s Annual Report on Form 20-F."

👉 Why it matters: This is a cautionary signal. The lack of an auditor’s report means the numbers that will eventually be released are not yet independently vetted or verified. Investors should treat any future financial figures with caution until the audit is finalized.

🔮 What To Expect Next 📅

While the filing is negative regarding timing, it does provide a commitment regarding next steps. Management and the Audit Committee are actively working with the external auditors to move the process forward.

The company stated that they "continue to cooperate with the Company’s independent registered public accounting firm in the performance of audit procedures," indicating active management oversight of the problem.

The expectation for the public is that the company "intends to provide further updates when appropriate." Crucially, they commit to filing the Annual Report on Form 20-F "as soon as practicable following completion of the audit."

👉 What this signals: Management acknowledges the severity of the delay but is signaling continued dedication to the compliance process. However, "as soon as practicable" is a non-specific term, meaning the actual filing date could shift again.

📞 Important Investor Contacts 📧

The filing concludes by providing all necessary channels for interested parties to get in touch with the company.

• Investor Relations Department:
  • Address: 2305 Victoria Ave #002, Regina, Saskatchewan, Canada, S4P 0S7.
• Media Contacts:
  • Email: [email protected]
• Investors Contacts:
  • Email: [email protected]

🧠 The Analogy

Think of submitting a financial report like preparing a final, highly complex photograph album of your life for the year. The auditors are the professional photographers who must review every picture, check the dates, and make sure every narrative is consistent. When you mention that the photos are delayed because certain subsidiaries were placed in receivership, it's like one of the photo locations suddenly being locked down by police. The photographers can't complete the album until the police lift the locks and verify the photos from that locked location. The whole timeline shifts until the verification is 100% complete.

🧩 Final Takeaway

The primary takeaway is that Above Food has paused its critical annual reporting cycle due to complex, external accounting issues involving subsidiary receivership. The company has stressed that its historical financial results for 2025 are not yet verified, requiring investors to wait for the final, independent audit report before drawing any conclusions.