Canzon After 2025: Porto Is Moving, Brooks Could Reset the Story, but Cash Is Still Tight

Getting to Know the Company

Canzon is not a normal residential developer, but it is also no longer just an empty shell in the simplest sense. By the end of 2025 it was sitting between two very different layers. One is a small economic position in Aulder Porto, which is advancing four residential projects in Porto. The other is the Brooks deal, which, if completed, is supposed to turn the listed company into an Israeli urban-renewal platform. A superficial read can stop at the projects. That misses the actual bottleneck. The active problem today is not a lack of activity on paper. It is a lack of accessible cash at the listed-company level.

What is working right now is real. In Porto, all four Aulder projects are already under construction, all four have bank financing in place, and the disclosed operating table showed 23 units sold by the end of 2025. In Brooks, even on the still-limited disclosure now available, there is already a real development platform with about 1,258 units for sale on the disclosed project basis, and with 2024 audited figures of NIS 92.7 million of assets, NIS 88.2 million of liabilities, and NIS 4.5 million of net profit.

What is still not clean is the listed-company layer itself. Canzon ended 2025 with just NIS 46 thousand of cash, another NIS 520 thousand in a money-market fund, a NIS 1.08 million working-capital deficit, a going-concern emphasis, and only NIS 30 thousand of revenue, all of it management fees. So even if there are now two visible value stories here, neither one has yet become a cash engine that can comfortably carry the public shell through the interim period.

That is also the right screening frame. The stock moved to the preservation list on January 26, 2025. Market cap in early April 2026 stood at about NIS 7.4 million. There is no short-interest layer to read. So the stock is being driven mainly by three questions: how much time is left, whether Brooks actually closes, and whether Porto starts producing real cash rather than only operational progress.

The right map looks like this:

Those two charts capture the main tension. Most of the balance sheet sits on Aulder Porto. But the listed company's own P&L still shows no business that can fund the wait. That gap is the core of the thesis.

Events and Triggers

2025 already showed that the company was looking for a new engine, not gradual improvement

Brooks did not appear out of nowhere in 2026. On January 6, 2025 the company signed a memorandum of understanding for a merger with Lebanon Et Kogan, a move that was supposed to bring a procurement and logistics business into the shell. That process expired on March 31, 2025 without a binding agreement.

That matters because Brooks should be read as a second, broader attempt to replace the company's economic engine, not as a random new idea. It is one more reason to read Canzon through a shell-and-holdco lens, not through the lens of a stable operating developer.

Brooks would bring real activity, but the price is a new control structure and a new economic split

On January 6, 2026 Canzon signed a binding agreement to acquire all of Brooks Cohen Yezamut. At headline level the story sounds simple: a listed shell brings in an Israeli real-estate business. In practice, it is much more drastic than that. The seller is supposed to receive shares equal to about 74.49% of the company's issued share capital after allocation, and the deal banker is also entitled, among other consideration, to shares. So existing shareholders are not left with a clean 25.51%. They end up with less than that once the banker shares are also included.

At the same time, this is not just a theoretical platform. The disclosed Brooks thread already includes four main project clusters: Tirat Carmel, two large Bat Yam complexes, and Golomb Givatayim. The disclosed units for sale across those projects amount to about 1,258 units on the project basis, of which about 350 units had already been sold. That does not mean all of those units belong economically to Canzon, because Brooks owns only 16.7% or 25% in some of those projects. It does mean the shell is trying to replace a small Portuguese economic layer with an Israeli urban-renewal platform that already has scale.

That is the key trade-off. Brooks may solve the scale problem, but it does not solve it for free. Existing shareholders move from owning the whole shell and its option value to owning a minority position in a new platform, under a new management and capital structure.

Even after Brooks, Porto does not disappear. It becomes a monetization problem

This is one of the least obvious points in the current cycle. On March 24, 2026 the company received a tax ruling under which it stated that after the structural change it would sell all of its Aulder Porto holdings, together with repayment of all obligations outstanding before the restructuring, no later than 12 consecutive months from the change date.

That changes the way Porto should be read. Before the ruling, Aulder could be viewed as a long-dated optional asset that might sit alongside Brooks. After the ruling, if the Brooks deal closes, Aulder becomes a timed monetization problem. The question is no longer just whether value exists there. It is how much of that value can actually move upstream to the listed company, and how quickly.

Delays are more expensive because the stock is already on the preservation list

The company moved to the preservation list on January 26, 2025 after failing the minimum public-holdings market-value threshold. The exchange rules allow 48 months to return to the main list. That is not a side detail. It is a real actionability constraint. When a stock is already on the preservation list, any deal that still needs approvals, a meeting notice, a tax ruling, due diligence, and exchange approval is operating against a shrinking clock.

This is especially relevant because the Brooks timetable has already slipped twice. First, the relevant dates moved to March 19 and March 26, 2026. Then they moved again to March 29 and March 31, 2026. A delay does not kill a deal by itself, but it does mean the bridge is still not fully built.

Efficiency, Profitability, and Competition

At the listed-company level there is still no operating economics

The right way to read 2025 is not through gross margin or revenue growth. At the listed-company level, revenue was only NIS 30 thousand, all of it management fees. Against that stood NIS 1.452 million of G&A and NIS 1.422 million of operating loss. In other words, revenue covered only about 2% of corporate overhead.

That is not an accident. Even the modest cost relief versus 2024 did not come from a new operating engine. It came from austerity steps: a waiver of management fees by the former chairman and the CEO, lower director compensation, and some moderation in legal expenses. On the other side, professional-services expense rose to NIS 737 thousand, and prior-year items added another NIS 286 thousand. The listed company is still running shell economics.

Porto is moving operationally, but it has not yet turned into recognized revenue

This is the point that is easiest to miss. Aulder is already building and selling, yet it still has not produced project revenue for Canzon. That is not only a matter of timing. Aulder's revenue-recognition policy says revenue is recognized at the point of occupancy, because until then the buyer can cancel and forfeit only the deposit.

That is a crucial backlog-quality point. The 23 units sold by year-end 2025 are an important operating signal, but they are not yet equivalent to recognized revenue, and certainly not to upstream cash available to the listed company. Anyone reading those project sales as if they are already a current profit engine is reading too fast.

That chart also shows why the Porto story is not uniform even inside Aulder. Three projects already have some sales. One still has zero units sold. The first three are all targeted for completion around May 2026. So the real checkpoint in 2026 is not another line about "progress". It is handovers, revenue recognition, and cash conversion.

Even in Aulder's own statements, profit is not yet proof of cash

Aulder's 2025 statements can look fairly calm at first glance: EUR 197 thousand of G&A, EUR 111 thousand of other income, EUR 196 thousand of finance income, and EUR 107 thousand of profit after tax. That is exactly the kind of picture that can mislead.

The economic meaning of that profit is still limited at this stage. Most of the mass is still sitting in buildings inventory, which rose to EUR 8.238 million, while operating cash flow was negative EUR 988 thousand. So even in Porto, before getting to the listed company at all, the bridge from accounting profit to real cash has not happened yet.

The competition here is for capital, time, and approvals

At the listed-company level, Canzon has no real moat. In Aulder, disclosed market share is negligible and the competitive game is about access to opportunities, contractors, and financing. In Brooks, even on the initial disclosure alone, the logic is similar: urban-renewal projects, heavy capital requirements, regulation, approvals, and long timelines.

So the metric that can really change the market's reading of the next report is not a cosmetic improvement in corporate overhead. It will be either proof of handovers and revenue recognition in Porto, or the actual closing path of the Brooks deal.

Cash Flow, Debt, and Capital Structure

The right cash frame here is the all-in picture

There is no reason to talk about normalized cash generation here. At the listed-company level, there is hardly an operating business to normalize. The correct frame is the all-in cash picture, meaning how much cash remains after the period's actual cash uses.

The numbers are sharp. The company entered 2025 with NIS 326 thousand of cash and cash equivalents, burned NIS 1.193 million in operating cash flow, invested NIS 501 thousand in a money-market fund, and raised NIS 1.414 million through financing, mainly convertibles, related-party loans, and a private placement. It ended the year with only NIS 46 thousand of cash.

Even if full credit is given to the money-market fund as near-cash, the company still had only NIS 566 thousand of close liquidity against NIS 1.803 million of current liabilities. The gap remains NIS 1.237 million. That is the core liquidity pressure.

The listed-company debt is small, but it is not comfortable

At year-end 2025 the company had no bank debt and no bank credit facilities. That sounds clean, but in this case it mostly means financing sources are narrow. In their place sit NIS 392 thousand of convertible debt and NIS 235 thousand of related-party loans, both within current liabilities.

The August 2025 convertibles carry 10% annual interest, give lenders a right to convert after one year into 320 thousand ordinary shares, and include a one-off 10% step-up if the loan is not repaid on time. The company also committed not to pledge its Aulder holdings while the loan remains outstanding. This is not just bridge funding. It is also a constraint on capital flexibility.

The related-party loans tell a similar story. They were provided without interest and without linkage, but they are short-dated, all were still unpaid at the reporting date, and they show that the company is funding itself through interim solutions rather than through durable financing capacity.

Most of the asset sits in Aulder, but most of that is actually a loan

The single most important point in the capital structure is not the size of the Aulder investment. It is its composition. The carrying value stands at NIS 3.462 million, but only NIS 540 thousand of that is Canzon's share in Aulder's equity. The remaining NIS 2.922 million is a 7% shareholder loan to the associate.

That means most of Porto's value is not clean upside equity. It depends first on Aulder's ability to repay or refinance, and on its internal waterfall. This is exactly where it is easy to confuse project value creation with value that is actually accessible to Canzon shareholders.

Aulder itself is still leveraged and execution-dependent

Aulder ended 2025 with EUR 492 thousand of cash, EUR 8.238 million of inventory, EUR 3.696 million of bank loans, EUR 5.72 million of investor loans, and another EUR 2.551 million of other current liabilities. Equity stood at just EUR 861 thousand.

At first glance that structure looks aggressive, but there is also an important nuance. The bank loans are three-year bullet loans due in 2026, Aulder is not required to comply with financial covenants under them, and Canzon did not provide guarantees for them. That is helpful for ring-fencing the listed company. It is less helpful if an investor wants to treat Porto as near-term cash in hand, because value still needs to pass through execution, sales, internal repayment, and the distribution waterfall.

In other words, Porto may be a source of value. It is not yet a source of liquidity.

Outlook

Before getting into detail, four points need to be locked:

• First checkpoint: Brooks is still not closed, so 2026 is still being judged first of all on whether the company can finance the interim period.
• Second checkpoint: if Brooks does close, Aulder does not necessarily remain as a long-duration option. The tax ruling turns it into an asset that must be monetized within 12 months of the structural change.
• Third checkpoint: the three Porto projects targeted around May 2026 matter only if they move from physical progress to handovers, recognized revenue, and cash.
• Fourth checkpoint: existing shareholders are not buying Brooks in full. They are buying a minority slice of the new platform, after heavy allocations to the seller and the deal banker.

What is supposed to happen in Porto

On the disclosed timetable, three Aulder projects are supposed to finish around May 2026, while Almada 555 is targeted for the third quarter of 2027. That is the most important timeline inside the current business, because only around handovers can real revenue recognition begin.

The problem is that even if those dates hold, not all of the value created there will move automatically to the listed company. Bank debt, investor loans, and Canzon's own shareholder loan all sit ahead of ordinary equity economics. So even if Porto starts working exactly as planned, the key investor question is not only whether the projects succeed. It is how quickly that success can move upstream to the listed-company level.

What Brooks is supposed to change

Brooks is a move that tries to change the type of year Canzon is having. Without Brooks, 2026 is another bridge year for a shell with a financial holding. With Brooks, 2026 could become a reset year, meaning a year in which the company replaces its economic engine, management structure, board, and project portfolio.

But this also has to be read from both sides. On the positive side, Brooks brings an urban-renewal platform that already looks like a business rather than a presentation. On the negative side, existing shareholders are heavily diluted, and the financial understanding publicly disclosed so far still rests mainly on Brooks' summarized 2024 numbers and project descriptions. So anyone trying to settle already whether the dilution is "worth it" is still running ahead of the disclosure.

The seller's NIS 1 million credit line for six months from closing is another two-sided item. It can clearly help immediate liquidity. But it is not a substitute for a clean capital structure, and it does not change the fact that Brooks arrives with about NIS 7 million of seller loans, which are non-interest-bearing and long-dated, but still sit above ordinary equity in the broader economics of the deal.

This looks like a transition year with a decision point

The best label for 2026 is a transition year with a decision point. If Porto starts moving into handovers and Brooks closes, the company can move within a few quarters from a shell into a real-estate platform with two identifiable sources of value. If one of those paths gets stuck, and especially if Brooks does not close on time, the story can quickly shrink back to a single question: how long does the cash last?

What must happen over the next 2 to 4 quarters for the thesis to strengthen:

• the company has to complete the conditions for Brooks, call the required meeting, and secure the needed approvals;
• Aulder has to move from construction progress into handovers or at least very clear evidence that Porto is moving into real monetization;
• the listed company needs a less stressed liquidity bridge, either through clearer financing or through some realization or return of capital;
• management needs to explain much better what Aulder's sale would actually look like if Brooks closes, and what could realistically reach the listed-company level.

Risks

The first risk is straightforward: Brooks does not close and the cash remains tight

This is still the main risk. The company has a going-concern emphasis, a working-capital deficit, and narrow financing sources. If Brooks does not close and Canzon does not receive short-term capital back from Aulder, it will need additional funding or another transaction under even more time pressure.

The second risk is that the value in Porto exists, but is not accessible

Aulder is fully concentrated in Porto, with a relatively small project footprint in market terms, and with a financing structure that places a lot of claims ahead of Canzon's ordinary equity layer. On top of that, revenue is recognized only at occupancy and customers can still cancel before that point for the loss of the deposit. So even the quality of sold units is different from a hard backlog that has already turned into revenue.

The third risk is the tail of the old public shell

In 2025 the company booked a NIS 1.341 million provision relating to prior VAT assessment periods. Management still says its advisers believe the company's arguments are likely to be accepted in court, but after the reporting date a pre-trial hearing was already set for May 27, 2026. This is not the single factor that breaks the thesis, but it is a reminder that the shell is not fully clean from its past.

The fourth risk is practical rather than accounting-based

The preservation list is an actionability risk. If the company does not return to the main list within the 48-month window, the securities are supposed to be delisted. That means even a good transaction will need to be not only economically sensible, but also operationally timely.

The fifth risk is dilution on the way to a solution

Even if the story works, existing shareholders may not fully enjoy it. Brooks dilution, banker shares, the outstanding convertibles, and the possibility of further interim financing all mean the path to a solution may come with a heavy equity price.

Conclusions

Canzon is no longer just an empty-shell story, but it is also not yet a real-estate company generating accessible cash at the listed-company level. What supports the thesis is that there are now two real value threads: Porto, where physical progress is visible, and Brooks, which could bring in a much larger Israeli activity base. What blocks the thesis is that neither thread has yet become clean accessible cash at the public-company layer, and the timing pressure is still real.

In the short to medium term, the market is likely to focus less on the 2025 loss line itself and more on which of the two stories turns into a real event first: Porto handovers and cash conversion, or the actual closing of Brooks. Until one of those happens, the pressure stays on the liquidity side.

Current thesis: Canzon finally has two value sources that can be mapped, but neither of them yet replaces the listed company's cash problem.

What changed versus the earlier read? Previously, Canzon could still be read mainly through the Aulder option. Now it has to be read through a double junction: Aulder, which is getting closer to handovers, and Brooks, which is trying to replace the entire activity mix. That is a meaningful change, but it is not yet a clean one.

Counter thesis: the skeptical reading may be too conservative, because Brooks alone could transform Canzon from a shell into a real company with a visible project base, which would make the weak end-2025 liquidity profile much less important. That is an intelligent objection, but it still rests on a deal that has not yet closed and on very heavy dilution.

What could change the market's interpretation over the short to medium term? A hard step forward on Brooks, especially a shareholder meeting and a visible closing path, or a first operational signal that Porto is moving into handovers and revenue recognition. On the other side, another delay or another round of liquidity erosion would quickly bring the story back to the definition of a stressed shell rather than an emerging real-estate platform.

Why this matters is simple. Canzon is no longer being tested on whether it has a story. It is being tested on whether one of its stories can become accessible economics for common shareholders before time and financing pressure force a more expensive solution.

For the thesis to strengthen over the next 2 to 4 quarters, the company needs practical closure on Brooks, real delivery progress in Porto, and a less stressed liquidity picture at the listed-company level. What would weaken it is simpler: Brooks not closing, Porto continuing to progress without turning into cash, and more interim financing that dilutes shareholders on the way.