Arcadia

Overview

Arcadia is a consumer goods company focused on science-based product development and innovation. The company markets Zola coconut water and has previously developed wheat-based products with associated trait licensing and royalty arrangements.

History and focus

• Acquired Zola assets in May 2021 and has marketed Zola coconut water for rehydration and energy.
• Previously developed wheat-based products and engaged in trait licensing and royalty arrangements related to those wheat products.

Key transactions

• May 14, 2024: Sold non-GMO Resistant Starch (RS) durum wheat trait to Corteva Agriscience for $4.0 million in cash.
• May 16, 2024: Sold the GoodWheat™ brand to Above Food for net consideration of $3.7 million (assets primarily consisting of grain and finished goods inventories, formulations and trademarks).
• December 4, 2024: Entered a Securities Exchange Agreement with Roosevelt Resources LP to combine Arcadia and Roosevelt in an all-stock transaction; post-closing ownership was anticipated to be 90% Limited Partners and 10% Arcadia stockholders.
• February 14, 2025: Filed a registration statement on Form S-4 related to the Exchange.
• April 30, 2025: Amended the Exchange Agreement to extend the Termination Date to August 15, 2025.
• July 31, 2025: Filed pre-effective Amendment No. 1 to the Form S-4.
• December 24, 2025: Roosevelt terminated the Exchange Agreement; no break-up fee was expected.
• March 28, 2025: Entered an agreement with Bioceres Crop Solutions Corp. (BIOX) to transfer rights and materials related to certain soy traits from Verdeca licenses; BIOX to pay Arcadia $750,000. Arcadia agreed to transfer related patents and amend agreements to eliminate future royalties.
• May 26, 2025: Entered a Bioseed Agreement with Bioseed Research India (DCM Shriram Limited) terminating a 2012 license; Bioseed will handle third-party payment obligations arising from any commercialization.

Tariffs and trade environment

• April 2025 onward: U.S. imposed tariffs on multiple trading partners, including a 19% reciprocal tariff on goods from Thailand, the source of Zola coconut water.
• October 2025: Preliminary framework with Thailand maintained the 19% tariff with potential zero-percent exemptions for certain categories.
• February 20, 2026: U.S. Supreme Court ruled IEEPA-based tariffs invalid; the administration announced new duties and a 10% global tariff under Section 122 of the Trade Act of 1974, with ongoing uncertainty and potential for additional measures.
• Arcadia is evaluating tariff impacts and working with customs brokers and partners on product classification and mitigation strategies.

Products and intellectual property

• Zola Coconut Water: Sourced, grown, harvested, and packaged in Thailand. Described as pure, natural coconut water with a crisp, clean taste, slightly sweet, and hydrating; Non-GMO Project Verified; 60 calories per serving. SKUs include original, original with pulp, espresso, and pineapple flavors. Distributed to U.S. grocery retailers and foodservice distributors.
• Intellectual property (as of December 31, 2025): 24 issued patents and 2 pending patent applications worldwide; 5 registered trademarks and no pending U.S. trademark applications. Following recent transactions, the company reports a reduced patent portfolio and no remaining effective commercialization rights to its wheat patent portfolio.

Competitive landscape

• The coconut water and ready-to-drink beverage markets are competitive, with large incumbents and smaller innovators.
• Competitive factors include brand recognition, ingredient sourcing, shelf space, and e-commerce performance.
• Named competitors include Vita Coco, ZICO, C20, and Harmless Harvest.

Corporate and operations

• Employees: 8 as of December 31, 2025 (management, operations, accounting/finance, legal, and administration).
• Headquarters: Dallas, Texas. Leased space described as adequate with additional space available if needed.

Financial position

• Net losses: $2.3 million in 2025 and $7.0 million in 2024.
• Accumulated deficit: $281.2 million as of December 31, 2025.
• Net cash used in operations: $4.7 million in 2025 and $9.6 million in 2024.
• The company reports recurring losses and an accumulated deficit and states a need for additional funding, which could result in dilution if raised through equity.

Governance and risks

• The company highlights material going-concern risk and the potential need to seek dissolution or bankruptcy protection if funding cannot be secured.
• Internal control weaknesses are acknowledged in Item 9A: Controls and Procedures.

Information access

• Website: www.arcadiabio.com. The company provides access to its SEC filings, including Forms 10-K, 10-Q, 8-K, proxy and registration statements.

Summary

Arcadia operates primarily as a coconut-water consumer goods company under the Zola brand, with historical activity in wheat traits and related IP that has been monetized or divested through several transactions since 2024. The company maintains a modest patent and trademark portfolio after recent transactions and faces competitive, tariff-related, and financing challenges.