(Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________to __________________________ Commission File Number 001-40201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 1177 Avenue of the Americas 5th Floor New York, New York 10036 (Address of principa ...

Group 1 - Moderna (Nasdaq: MRNA) is experiencing a premarket increase of 8.9% [1] - Ross Stores (Nasdaq: ROSS) is up 6.6% in premarket trading [1] - Each stock is moving based on distinct catalysts [1]

Core Insights - Ross Stores reported strong financial results for the fourth quarter and fiscal year 2025, with sales reaching a record $22.8 billion and earnings per share of $6.61, reflecting a solid performance despite earlier challenges in the year [1][2] Financial Performance - For the fourth quarter, total sales increased by 12% to $6.6 billion, with comparable store sales rising by 9% [1][3] - Net income for the fourth quarter was $646 million, compared to $587 million in the previous year, and earnings per share rose to $2.00 from $1.79 [1][3] - Fiscal 2025 total sales were $22.8 billion, an 8% increase from $21.1 billion in fiscal 2024, with comparable store sales growing by 5% [1][3] Shareholder Returns - The company repurchased 1.5 million shares for $262 million in the fourth quarter and 7.1 million shares for $1.05 billion in fiscal 2025, completing its two-year stock repurchase program [1][2] - A new two-year stock repurchase authorization of $2.55 billion was approved, representing a 21% increase over the previous program [1][2] - The quarterly cash dividend was increased by 10% to $0.445 per share, payable on March 31, 2026 [1][2] Future Guidance - For the first quarter of fiscal 2026, comparable store sales are projected to increase by 7% to 8%, with earnings per share expected to be between $1.60 and $1.67 [1][2] - For the full fiscal year 2026, same store sales growth is anticipated to be 3% to 4%, with earnings per share projected in the range of $7.02 to $7.36 [1][2]

Company Overview - Ross Stores, Inc. is a leading off-price retailer headquartered in Dublin, California, with fiscal 2024 revenues of $21.1 billion [4] - The company operates Ross Dress for Less, the largest off-price apparel and home fashion chain in the U.S., with 1,909 locations across 44 states, the District of Columbia, Guam, and Puerto Rico [4] - Ross offers first-quality, in-season, name brand and designer apparel, accessories, footwear, and home fashions at savings of 20% to 60% off regular prices [4] - Additionally, Ross operates 364 dd's DISCOUNTS stores in 22 states, featuring moderately-priced assortments with savings of 20% to 70% off regular prices [4] Leadership and Legacy - Norman Ferber, former Chairman and CEO of Ross Stores, passed away on January 23, 2026, at the age of 77 after a brief illness [1] - Ferber was instrumental in shaping the company's strategy and culture, contributing to its growth from a small chain to a leading retailer [2] - He held various leadership roles over decades, including President, COO, CEO, and Chairman of the Board, and remained engaged with the company for nearly 30 years after his tenure as CEO [2] Community Engagement - In honor of Ferber's commitment to Ross Associates, the company contributed to the Ross Cares Fund to support community members in need [3] - Ferber was passionate about the partnership with Boys & Girls Clubs of America, dedicating time as a volunteer and donor [3] - The Ross Stores Foundation made a donation in Ferber's memory, and a main Art and Academic Room at the Moldaw-Zaffaroni Clubhouse was named in his honor [3]

IPO and Share Redemption - The Initial Public Offering (IPO) generated gross proceeds of $345.0 million from the sale of 34,500,000 Units at $10.00 per Unit, with offering costs of approximately $19.9 million[148]. - A total of 28,119,098 Public Shares were redeemed at a price of approximately $10.23 per share, resulting in an aggregate redemption amount of approximately $287.7 million during the First Extension[156]. - The Second Extension allowed for an additional six-month period to complete an Initial Business Combination, with 1,339,804 Public Shares redeemed at approximately $10.74 per share, totaling about $14.4 million[157]. - The Third Extension resulted in the redemption of 2,372,565 Public Shares at approximately $11.02 per share, amounting to an aggregate of approximately $26.2 million[159]. - The Fourth Extension saw 2,512,919 Public Shares redeemed at approximately $11.50 per share, leading to an aggregate redemption amount of approximately $28.9 million[161]. - As of October 31, 2025, the outstanding share capital consisted of 4,455,614 Class A Ordinary Shares, with 155,614 being Public Shares[162]. Business Combination and Financial Position - The Company entered into a Merger Agreement with iRocket, which is developing a reusable launch vehicle aimed at reducing costs and increasing launch frequency[151][152]. - The NYSE notified the Company of its intent to delist its securities due to not completing an Initial Business Combination within three years of the IPO[168]. - The Company has broad discretion in applying the net proceeds from the IPO and Private Placement Warrants towards consummating the Proposed Business Combination[166]. - If the Company fails to complete the Proposed Business Combination by March 16, 2026, it will cease operations and redeem Public Shares at a price based on the Trust Account balance[167]. - As of September 30, 2025, the company had approximately $0 in its operating bank account and a working capital deficit of approximately $3.9 million[169]. - The company has until March 16, 2026, to consummate the Proposed Business Combination or another Initial Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date[176]. Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of approximately $6.5 million, consisting of approximately $1.1 million in general and administrative expenses and approximately $5.6 million in non-operating loss from the change in fair value of derivative warrant liabilities[178]. - For the nine months ended September 30, 2025, the company had a net loss of approximately $13 million, which included approximately $2.3 million in general and administrative expenses and approximately $11 million in non-operating loss from the change in fair value of derivative warrant liabilities[179]. - The company reported a net income of approximately $0.5 million for the three months ended September 30, 2024, primarily from investments held in the Trust Account and a gain on extinguishment of liabilities[180]. - The company had a net loss of approximately $0.6 million for the nine months ended September 30, 2024, which included approximately $1.9 million in general and administrative expenses[181]. Financing and Liabilities - The company issued a Convertible Note to the Sponsor, allowing it to borrow up to $1,500,000 for ongoing expenses related to the business and the consummation of an Initial Business Combination[172]. - The company had borrowed $0 under the Convertible Note as of September 30, 2025, indicating no current reliance on this financing[172]. - The company has a total of $12.1 million payable to underwriters for deferred underwriting commissions, contingent upon completing an Initial Business Combination[184]. - The company recognized $6,037,500 in waived underwriter fees, which has been recorded as a gain on the waiver[185]. Regulatory and Reporting Status - As of September 30, 2025, and December 31, 2025, the company had no off-balance sheet arrangements[196]. - The company is classified as an "emerging growth company" and may retain this status until December 31, 2026, unless the market value of Class A Ordinary Shares held by non-affiliates exceeds $700 million[197]. - The company has opted not to comply with new or revised financial accounting standards until private companies are required to do so, allowing for an extended transition period[198]. - The company is categorized as a smaller reporting company and is not required to provide certain market risk disclosures[199].

Core Insights - Retail sales in September totaled $733.3 billion, increasing 0.2% month-over-month and 4.3% year-over-year, although falling short of the expected 0.4% rise [3][9] - The Federal Reserve has cut interest rates twice since September, with expectations for another cut in December, which is favorable for the retail sector [5] - The holiday season is anticipated to boost retail sales, with significant online spending observed during Black Friday [6][7] Retail Sector Performance - Retail sales growth has been steady despite inflationary pressures, with a total increase of 4.5% year-over-year from July to September [3] - The rise in retail sales in September followed a 0.6% increase in August, but was impacted by a struggling labor market and high unemployment rates [4] - Online sales on Black Friday reached a record $11.8 billion, up 9.1% year-over-year, indicating strong consumer spending trends [6][7] Investment Opportunities - Recommended retail stocks with strong online presence include Amazon.com, Boot Barn Holdings, Tapestry, and Ross Stores, all carrying a Zacks Rank 2 (Buy) [2] - Amazon.com has an expected earnings growth rate of 29.7% for the current year, with a 4.8% improvement in earnings estimates over the last 60 days [10] - Boot Barn Holdings has an expected earnings growth rate of 20.5%, with a 6.9% increase in earnings estimates over the past 60 days [12] - Tapestry's expected earnings growth rate is 10.4%, with a 3.3% improvement in earnings estimates [14] - Ross Stores has a modest expected earnings growth rate of 0.63%, with a 2.7% increase in earnings estimates [16]

Financial Performance - For the year ended December 31, 2024, the Company reported a net income of approximately $4.2 million, which included approximately $3.6 million of debt forgiveness and $1.2 million of income from investments held in the Trust Account[371]. - For the three months ended June 30, 2025, the Company incurred a net loss of approximately $6.4 million, primarily due to $5.3 million in non-operating losses from changes in fair value of derivative warrant liabilities[374]. - The Company had a net income of approximately $4.5 million for the year ended December 31, 2023, driven by $5.6 million of income from investments held in the Trust Account[372]. Share Redemptions - A total of 28,119,098 Public Shares were redeemed for approximately $287.7 million at a redemption price of about $10.23 per share during the First Extension[350]. - The Second Extension resulted in the redemption of 1,339,804 Public Shares for an aggregate amount of approximately $14.4 million at a redemption price of about $10.74 per share[351]. - During the Third Extension, 2,372,565 Public Shares were redeemed for approximately $26.2 million at a redemption price of about $11.02 per share[352]. - The Fourth Extension saw the redemption of 2,512,919 Public Shares for approximately $28.9 million at a redemption price of about $11.50 per share[354]. Initial Public Offering - The Initial Public Offering generated gross proceeds of $345.0 million from the sale of 34,500,000 Units at $10.00 per Unit, with offering costs of approximately $19.9 million[344]. - As of the Initial Public Offering, 34,500,000 Class A Ordinary Shares subject to possible redemption were presented at redemption value as temporary equity[387]. Business Combination and Extensions - The Company must complete an Initial Business Combination by March 16, 2026, or face liquidation and redemption of Public Shares[360]. - The Company has until March 16, 2026, to consummate the Proposed Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed[369]. - The Company entered into a Merger Agreement with Innovative Rocket Technologies Inc. on July 22, 2025, which will result in iRocket becoming an indirect wholly-owned subsidiary of Holdco[347]. Financial Position and Liabilities - As of June 30, 2025, the Company had approximately $0 in its operating bank account and a working capital deficit of approximately $2.9 million[362]. - The Company issued a Convertible Note to the Sponsor allowing borrowing of up to $1.5 million for ongoing expenses related to the business and Initial Business Combination[365]. - The Company had borrowings of $450,000 under the Extension Note as of December 31, 2024, which were later forgiven[364]. Trust Account and Deposits - The Company has made monthly deposits of $165,000 and $75,000 into the Trust Account for extensions, totaling $990,000 and $450,000 respectively[350][351]. - The Company made monthly deposits of approximately $80,055.99 to the Trust Account between March 16, 2024, and September 26, 2024, totaling approximately $480,335.94[367]. Regulatory and Compliance - The Company received notice from the NYSE on March 18, 2024, regarding the suspension of its securities listing due to failure to complete an Initial Business Combination within three years of its IPO[361]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements[398]. Accounting and Reporting Standards - The company adopted ASU 2023-07 for the annual period ending December 31, 2024, which improves reportable segment disclosure requirements[393]. - The company adopted ASU 2022-03 on December 31, 2023, which clarifies that a contractual sales restriction is not considered in measuring an equity security at fair value[394]. - The company adopted ASU 2016-13 on January 1, 2023, which requires financial assets measured at amortized cost to be presented at the net amount expected to be collected[395]. Administrative and Other Expenses - The Company agreed to pay the Sponsor $10,000 per month for administrative support services starting from the date its securities were listed on the NYSE[380]. - The company received a waiver of underwriter fees amounting to $6,037,500, with $5,579,875 presented in the consolidated statement of changes in shareholders deficit and $457,625 recognized as a gain on the waiver[383]. Shareholder Equity and Warrants - The company recognizes Public Warrants and Private Placement Warrants as derivative liabilities at fair value, with the fair value of Public Warrants as of December 31, 2023, and 2022 based on observable listed prices[386]. - The company calculates net income per ordinary share by dividing net income by the weighted average shares of ordinary shares outstanding for the respective period[389]. - Diluted net income (loss) per share is the same as basic net income (loss) per share for the years ended December 31, 2024, 2023, and 2022, as the exercise of Warrants is contingent upon future events[391]. Off-Balance Sheet Arrangements - As of June 30, 2025, the company did not have any off-balance sheet arrangements[397].

Group 1 - Ross Stores, Inc. has completed its store growth plans for fiscal 2025 by opening 36 Ross Dress for Less and four dd's DISCOUNTS stores across 17 states [1] - The company added a total of 90 new locations throughout the fiscal year, enhancing its brand presence in both existing and new markets [1] - Ross Dress for Less currently operates 1,909 locations, while dd's DISCOUNTS has 364 stores, totaling 2,273 locations across 44 states, the District of Columbia, Guam, and Puerto Rico [2] Group 2 - The company projects future growth, aiming to expand to at least 2,900 Ross Dress for Less and 700 dd's DISCOUNTS locations over time [1] - Ross Stores, Inc. reported fiscal 2024 revenues of $21.1 billion, positioning itself as a leading off-price apparel and home fashion chain in the United States [2]

IPO and Business Combination - The company completed its Initial Public Offering (IPO) on March 16, 2021, raising gross proceeds of $345.0 million from the sale of 34,500,000 units at $10.00 per unit[129]. - The company extended the deadline for completing an Initial Business Combination from September 16, 2023, to March 16, 2024, with a total of $165,000 deposited into the Trust Account for each month of extension[135]. - The Business Combination Agreement with APRINOIA Therapeutics was terminated on August 21, 2023, releasing all parties from claims related to the agreement[133]. - The company must complete one or more Initial Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[141]. - The company has until March 16, 2024, to consummate an Initial Business Combination, after which it may face mandatory liquidation if unsuccessful[146]. - An aggregate of $12.1 million will be payable to the underwriters of the Initial Public Offering for deferred underwriting commissions, contingent upon the completion of an Initial Business Combination[155]. Shareholder Redemptions - Approximately $287.7 million was redeemed from the Trust Account by shareholders on March 9, 2023, resulting in a redemption price of approximately $10.23 per share[134]. - On September 15, 2023, shareholders redeemed 1,339,804 Class A ordinary shares for an aggregate amount of approximately $14.4 million at a redemption price of approximately $10.74 per share[135]. - The company has 13,666,098 ordinary shares outstanding following the recent redemptions, including 5,041,098 Class A Ordinary Shares and 8,625,000 Founder Shares[135]. Financial Position and Performance - As of September 30, 2023, the company had approximately $10,000 in its operating bank account and a working capital deficit of approximately $7.6 million[144]. - For the three months ended September 30, 2023, the company reported a net income of approximately $2.1 million, which included a $1 million non-operating gain from the change in fair value of derivative warrant liabilities[149]. - For the nine months ended September 30, 2023, the company had a net income of approximately $3.5 million, driven by $5 million of income from investments held in the Trust Account[151]. - The company incurred expenses of $30,000 and $90,000 under the Administrative Support Agreement for the three and nine months ended September 30, 2023, respectively[153]. - As of September 30, 2023, the company had accrued approximately $270,000 for services under the Administrative Support Agreement[153]. - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern if an Initial Business Combination is not consummated by the deadline[146]. Debt and Financing - The company issued an Extension Note to the Sponsor for up to $450,000 to cover extension payments needed until March 16, 2024[137]. - A Convertible Note was issued to the Sponsor allowing the company to borrow up to $1,500,000 for ongoing expenses related to the business and potential Business Combination[139]. - As of September 30, 2023, the company had borrowings of $75,000 for extension payments documented by the Extension Note[138]. Regulatory and Reporting Considerations - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years post-IPO[170]. - The company may not be required to provide an auditor's attestation report on internal controls over financial reporting under Section 404[170]. - The company is exempt from certain executive compensation disclosures required of non-emerging growth public companies under the Dodd-Frank Act[170]. - The company does not have any off-balance sheet arrangements as of September 30, 2023[168]. Other Financial Gains - The company recognized a gain of $457,625 from the waiver of underwriter fees by one of the underwriters[156].

Financial Performance - For the three months ended June 30, 2023, the company had a net income of approximately $2.3 million, driven by a $1.6 million non-operating gain from the change in fair value of derivative warrant liabilities[145]. - The company had a net income of approximately $1.4 million for the six months ended June 30, 2023, with $4.4 million from investments held in the trust account[147]. - For the six months ended June 30, 2022, the company reported a net income of approximately $10.0 million, which included a non-operating gain of approximately $13.1 million from the change in fair value of derivative warrant liabilities[148]. Initial Public Offering and Business Combination - The company completed its Initial Public Offering on March 16, 2021, raising gross proceeds of $345.0 million from the sale of 34,500,000 units at $10.00 per unit[130]. - On August 21, 2023, the company mutually agreed to terminate the Business Combination Agreement with APRINOIA Therapeutics Inc.[134]. - The company extended the deadline to complete an Initial Business Combination from September 16, 2023, to March 16, 2024, following shareholder approval[136]. - The company must complete an Initial Business Combination with a fair market value of at least 80% of the assets held in the Trust Account[138]. - If the company fails to complete an Initial Business Combination by March 16, 2024, it will cease operations and liquidate[139]. - An aggregate of $12.1 million will be payable to the underwriters of the Initial Public Offering for deferred underwriting commissions, contingent upon the completion of an Initial Business Combination[151]. Financial Position and Liabilities - As of June 30, 2023, the company reported a working capital deficit of approximately $7.5 million and only $10,000 in its operating bank account[140]. - As of June 30, 2023, the company had $660,000 outstanding under Working Capital Loans[141]. - Approximately $287.7 million was redeemed from the Trust Account by shareholders exercising their right to redeem shares as of March 9, 2023[135]. - As of June 30, 2023, the company had approximately $240,000 accrued for services related to the Administrative Support Agreement[149]. Accounting and Compliance - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[162]. - The company recognizes changes in the redemption value of Class A ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[157]. - The company has two classes of shares, Class A and Class B, with net (loss) income per ordinary share calculated by dividing net (loss) income by the weighted average shares outstanding[158]. - As of June 30, 2023, the company did not have any off-balance sheet arrangements[164]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[165]. Expenses - The company incurred expenses of $30,000 and $60,000 under the Administrative Support Agreement for the three and six months ended June 30, 2023, respectively, consistent with the previous year[149]. - The company received waivers of underwriter fees totaling $6,037,500 from two underwriters, with $5,579,875 recognized in the statement of changes in shareholders deficit and $457,625 recognized as a gain[152][153].