Acquisitions and Business Strategy - The company acquired 36 new businesses in 2025 as part of its growth strategy through acquisitions[33] - The company completed the disposal of its Workwear business in France to H.I.G. Capital on September 30, 2025[34] - The company’s ability to integrate acquisitions effectively is critical to achieving anticipated financial and operational benefits[33] - The company has a history of strategic acquisitions, including the acquisition of Terminix Global Holdings, enhancing its presence in the U.S. pest management market[101] - The company aims to enhance its market position through strategic expansions and new technology initiatives[123] - Future outlook includes a commitment to innovation as a core driver of performance, with ongoing product development to meet evolving customer needs[123] Financial Performance and Economic Conditions - Global inflation rates have declined in 2025, but the company has faced increased operating costs due to inflationary pressures, particularly in fuel prices[45] - The company’s financial performance may be adversely affected by its inability to pass on increased operating costs to customers[45] - Weakening economic conditions may adversely impact demand from customers, potentially leading to reduced profitability and increased bad debts[47] - The financial review indicates that macroeconomic factors have impacted the group's business, necessitating strategic adjustments[207] Cybersecurity and Compliance - In 2025, the organization encountered ten cyber security incidents, all of which were effectively addressed without material impact on the business[42] - Compliance with stringent data privacy and security laws is required, and any failure to comply could have a material adverse effect on the company's business and reputation[84] - The company faces potential legal and compliance risks that could adversely affect its financial results, including new regulations such as the Economic Crime and Corporate Transparency Act effective September 1, 2025[71] - Material weaknesses in internal controls over financial reporting could impact the company's ability to report financial results accurately, potentially leading to sanctions or investigations by regulatory authorities[90] - The company has recognized that significant changes in the legal environment could adversely impact its financial results, including potential litigation and regulatory actions[70] Operational Challenges - The company may face challenges in attracting and retaining a skilled labor force, impacting customer service and operational efficiency[39] - The company faces challenges in implementing business strategies due to unforeseen factors such as economic slowdown and supply chain disruptions[48] - Supply chain issues could lead to product shortages and increased costs, adversely affecting customer relationships and revenue[59] - Efficiency improvements and growth initiatives may not achieve expected cost savings or growth rates, potentially affecting customer retention[49] - Retaining existing customers and attracting new ones is critical for growth, with risks associated with competition and customer service quality[50] Legal and Regulatory Risks - The company is currently defending against multiple class action lawsuits, including two filed in November 2024 and April 2025, which may incur additional costs regardless of the outcomes[72] - The company may incur significant costs related to health, safety, and environmental compliance, which could adversely affect its operations and financial condition[78] - The company is subject to various claims related to trade practices, which may lead to increased legal expenses and impact its reputation and financial results[77] - The company has obligations to ensure compliance with health and safety regulations, and violations could lead to substantial fines or penalties[83] - The company is exposed to risks associated with the disposal and management of hazardous materials, which could result in significant costs and operational disruptions[81] Financial Position and Debt - As of December 31, 2025, the company had approximately $6.1 billion in outstanding indebtedness, which may restrict its operational capabilities due to covenants in its debt agreements[94] - The company’s credit rating affects its borrowing costs; any downgrade could make it more difficult or expensive to obtain future debt financing[95] - An increase in interest rates would raise the cost of servicing the company's debt, adversely affecting its financial condition and cash flows[96] - Adverse credit and financial market conditions could impede access to financing or increase costs, potentially having a material adverse impact on the company's operations and financial condition[93] Employee and Shareholder Information - As of December 31, 2025, the total number of Group employees decreased to 63,388 from 68,485 in 2024, representing a reduction of approximately 7.5%[139] - North America employees decreased to 21,161 in 2025 from 22,128 in 2024, a decline of about 4.4%[139] - International employees decreased to 42,227 in 2025 from 46,357 in 2024, a decline of approximately 8.1%[139] - The share ownership of Brian Baldwin includes 64,600,000 ordinary shares, representing 2.56% of the issued ordinary shares[144] - Andy Ransom held 2,301,466 ordinary shares, which is 1036.1% of his salary as of March 19, 2026[146] - Mike Duffy, appointed CEO on March 16, 2026, holds 80,000 shares, which is 31.4% of his salary[146] Tax and Dividend Information - The company is not required to withhold tax at source from any dividend payment made to holders of ordinary shares or ADSs[203] - Holders of ordinary shares or ADSs not resident in the UK generally will not be liable for UK taxation on capital gains[205] - UK stamp duty is generally payable at a rate of 0.5% on the amount or value of the consideration given for transferring ordinary shares[210] - A transfer of ordinary shares to a connected company may be subject to stamp duty and/or SDRT based on the market value at the time of transfer[211] - Distributions paid to U.S. holders will generally be included in gross income as foreign source ordinary dividend income[221] - The company does not calculate earnings and profits under U.S. federal income tax principles, leading to all distributions being reported as dividends[221]

Funding and Financials - The company has secured approximately $282.5 million in funding from U.S. government contracts since 2013, with $272.9 million from BARDA, and a new contract with BARDA provides up to $150 million in additional funding[24]. - The company executed a new contract with BARDA on September 27, 2023, providing up to $150.0 million in funding, including an initial award of approximately $54.9 million for the clinical validation and FDA clearance of the DeepView System[72]. - The BARDA contract is the largest single source of revenue for the company, with a prior contract option valued at approximately $21.9 million replaced by the new contract[77]. - The company has not made any commercial sales of the DeepView System and relies almost entirely on funding from BARDA and the Defense Health Agency (DHA)[76]. - The company expects its cash and cash equivalents, along with remaining funding from BARDA and other agreements, to be sufficient to meet capital requirements for at least the next 12 months[84]. - The company may require additional funding to finance operations and product development, with no assurances that it will be able to raise capital on favorable terms[85]. - For the year ended December 31, 2025, the company incurred a net loss of $7.5 million, compared to a net loss of $15.1 million for the year ended December 31, 2024, with an accumulated deficit of approximately $55.8 million as of December 31, 2025[71]. Product Development and Technology - The DeepView System's AI algorithm has shown superiority in sensitivity and met the non-inferiority margin for specificity compared to clinician assessments, significantly improving diagnostic accuracy for burn injuries[28][37]. - The proprietary database for burns consists of over 340 billion pixels of image data, creating a substantial barrier to entry for competitors[29]. - The DeepView System can provide a "Day One" assessment of a wound's healing potential, reducing the current time to decision from 21 days to 1 day[40]. - The DeepView System is the only AI-enabled wound imaging technology that provides predictive wound healing assessments, differentiating it from existing systems[51]. - The company is focused on the development of the DeepView System, with potential applications beyond the current burn indication[74]. - The company has acquired over 340 billion pixels of proprietary image data for training deep learning algorithms, creating a significant barrier to entry for competitors in wound care healing assessments[200]. - The company has developed strategic partnerships with multiple clinical and academic partners in the U.S. and Europe to access diverse wound data inputs, which is critical for improving DeepView algorithms[201]. Regulatory and Compliance - The company must receive 510(k) clearance, PMA approval, or De Novo classification to market new medical devices in the U.S., with potential delays and high costs associated with the PMA route[93]. - Compliance with EU Medical Devices Regulation is required to affix the CE mark, which is essential for selling devices in the EU[94]. - The regulatory review process for the DeepView technology is expensive and uncertain, with no guarantee of obtaining necessary approvals or clearances[90]. - The FDA and foreign regulatory entities can delay or deny market authorization for various reasons, affecting revenue generation timelines[98]. - The company relies on third parties for clinical trials, and any failure in their performance could hinder obtaining necessary regulatory approvals[99]. - Ongoing regulatory compliance is required even after obtaining market authorization, with potential enforcement actions for non-compliance[111]. - The company must comply with various healthcare laws, including the Anti-Kickback Statute and the False Claims Act, which could impose significant liabilities if violated[123]. - The company faces significant risks from potential non-compliance with healthcare regulations, which could lead to substantial fines, imprisonment, and exclusion from government healthcare programs[125]. Market Strategy and Competition - The company plans to target approximately 140 burn centers, 700 trauma centers, and 5,400 federal and community hospitals in the U.S. for the deployment of the DeepView System[25]. - The company aims to establish strong relationships with leading U.S. hospitals to promote the DeepView System, leveraging partnerships to increase awareness and adoption[149]. - The commercial success of the DeepView System will depend on market acceptance by clinicians, with risks of slow market development adversely affecting business results[147]. - The company faces significant competition from established manufacturers with greater resources, which may limit market penetration[161]. - If third-party payors do not provide adequate coverage and reimbursement for the DeepView System, it could negatively impact sales and business prospects[156]. - The pricing and margins for the DeepView System may be pressured by reimbursement rates and competition, affecting revenue and growth potential[159]. Operational Challenges - The company anticipates significant growth in operations, particularly in manufacturing and sales, which may strain management and operational resources[179]. - The company relies on third-party manufacturers, exposing it to risks related to product quality and compliance with regulatory standards, which could disrupt operations[128]. - The company has not qualified additional suppliers for critical components, which may lead to manufacturing delays and increased expenses[168]. - The company may encounter difficulties in managing its growth, which could disrupt operations and increase net losses[183]. - The reliance on third-party suppliers, including sole source suppliers, exposes the company to risks of supply shortages and price fluctuations[167]. Intellectual Property - As of December 31, 2025, the company holds 13 issued and allowed U.S. patents and 21 international patents, with additional applications pending[62]. - The company acknowledges the uncertainty in obtaining and maintaining valid patents, which may be challenged or not granted, impacting its competitive advantage[211]. - The proprietary AI algorithm used in the SnapShot MSI system is not patent protected, which could affect the company's future development and competitive position[212]. - The company relies on trade secret protection and confidentiality agreements to safeguard proprietary know-how that is not patentable, which is critical for its business[216]. - The company may not be able to effectively enforce its patents or prevent competitors from using similar technologies, which could hinder its business objectives[214]. Cybersecurity and Data Protection - Cyber-attacks pose a significant risk to the company's operations, potentially leading to financial losses and reputational damage[188]. - The company may incur substantial costs related to cyber-attacks, including liability for stolen assets and repairing network infrastructure[191]. - Compliance with data protection laws, including HIPAA and GDPR, is critical, as violations could result in significant fines and operational disruptions[135]. - The company must navigate complex compliance issues arising from varying state and foreign data protection laws, which could complicate operations and increase costs[134]. Human Resources - The company employs 65 full-time employees and plans to hire additional staff in 2026 to support its commercialization and operational goals[66]. - As of December 31, 2025, the company had 65 employees and expects to significantly increase this number, which may complicate management of growth[183]. - The company is at risk of misconduct by employees and contractors, which could lead to regulatory sanctions and reputational harm[140].

Product Development and Technology - The DeepView System has received UKCA marking for burn indications, with initial sales anticipated to begin in the UK in 2026[18]. - The DeepView System's validation study enrolled 164 patients, showing superiority in sensitivity and meeting non-inferiority in specificity compared to clinician assessments[28]. - The DeepView System can provide a "Day One" assessment of a wound's healing potential, significantly reducing the current decision time from 21 days to 1 day[40]. - The DeepView SnapShot M, a portable diagnostic tool, has received over $7.2 million in funding for development, primarily for military and emergency care settings[31]. - The 3D wound measurement technology aims to enhance the accuracy of total body surface area affected by burns, improving treatment decisions[33]. - The DeepView System's imaging technology processes images in approximately 20 to 25 seconds, extracting millions of pixels of data for AI model optimization[39]. - The DeepView System is the only AI-enabled wound imaging technology that correlates raw physiological data to predictive wound healing outcomes[51]. - The DeepView System requires a De Novo classification due to its novel approach to wound healing prediction, which is not substantially equivalent to any existing device on the market[116]. Funding and Financials - The company has secured approximately $282.5 million in funding from U.S. government contracts since 2013, with $272.9 million from BARDA, and a new contract executed on September 27, 2023, providing up to $150 million[24]. - The company executed a new contract with BARDA on September 27, 2023, providing up to $150.0 million in funding, including an initial award of approximately $54.9 million for the clinical validation and FDA clearance of the DeepView System[72]. - The BARDA contract is the largest single source of revenue for the company, with a prior contract option valued at approximately $21.9 million replaced by the new contract[77]. - The company incurred a net loss of $7.5 million for the year ended December 31, 2025, compared to a net loss of $15.1 million for the year ended December 31, 2024, with an accumulated deficit of approximately $55.8 million as of December 31, 2025[71]. - The company expects its cash and cash equivalents, along with remaining funding from BARDA and other agreements, to be sufficient to meet capital requirements for at least the next 12 months[84]. - The company completed an equity financing and entered into a long-term debt financing agreement with Avenue Capital Group, with an initial draw-down of $8.5 million and a second tranche contingent upon FDA clearance and a $7.0 million equity raise[83]. Market Strategy and Commercialization - The company plans to target approximately 140 burn centers, 700 trauma centers, and 5,400 federal and community hospitals in the U.S. for the DeepView System's deployment[25]. - The company plans to expand its sales and marketing teams to support commercialization efforts in the U.S. and abroad[53]. - The total addressable market includes over 57,000 clinical care sites in the U.S. and over 20,000 in the UK and EU, with potential expansion into the Middle East[43]. - The company aims to establish strong relationships with leading U.S. hospitals to promote the DeepView System, leveraging partnerships to increase awareness and adoption[149]. - The commercial success of the DeepView System will depend on market acceptance by clinicians, with risks of slow market development adversely affecting business results[147]. - Third-party payor coverage and reimbursement are critical for the commercial success of the DeepView System; inadequate coverage could negatively impact sales and financial prospects[156]. Regulatory and Compliance Challenges - The regulatory review process for the DeepView technology is expensive and uncertain, with no guarantee of obtaining necessary approvals or market authorization[90]. - The company must receive 510(k) clearance, PMA approval, or De Novo classification to market new medical devices in the U.S., with potential delays and high costs associated with the PMA route[93]. - Compliance with EU Medical Devices Regulation is required to affix the CE mark, which is essential for selling devices in the EU[94]. - The company relies on third parties for clinical trials, and any failure in their performance could hinder obtaining necessary regulatory approvals[99]. - The FDA and other regulatory bodies can delay or deny market authorization for various reasons, affecting the ability to generate revenue from the DeepView System[98]. - The company may face enforcement actions if marketing claims exceed the scope of permitted indications, leading to potential fines or product sales cessation[114]. Intellectual Property and Competitive Landscape - The company has 13 issued and allowed U.S. patents and 21 international patents, with additional applications pending[62]. - The company must obtain and maintain adequate intellectual property protection to prevent competitors from commercializing similar products, which is critical for its market position[206]. - The proprietary AI algorithm used in the SnapShot MSI system is not patent protected, posing a risk to the competitive advantage of the DeepView System[212]. - The company acknowledges the uncertainty surrounding the enforceability and validity of its patents, which may be challenged in courts or patent offices[213]. - The company faces potential challenges from third parties that may seek to market similar products, necessitating the defense of its patents[215]. Operational and Management Considerations - The company employs 65 full-time employees and plans to hire more in 2026 to support operations, sales, and marketing[66]. - The company anticipates significant growth in operations, particularly in manufacturing and sales, which may strain management and operational resources[179]. - The company is dependent on senior management and key personnel, and their loss could adversely affect business operations[180]. - The company plans to expand its workforce, including in Europe, to support its growth strategy, which may lead to significant costs and operational challenges[182]. - The company lacks experience in marketing and selling the DeepView System, which may hinder its ability to establish a direct sales force and achieve revenue growth[152]. Risks and Uncertainties - The company may need additional funding to finance operations and product development, with no assurance that it can raise capital on favorable terms[85]. - The company faces intense competition from established manufacturers with greater resources, which may limit market penetration and pricing power[160]. - The company faces risks associated with international expansion, including regulatory, operational, and financial challenges, which could adversely affect business operations[204]. - The company relies on third-party manufacturers, exposing it to risks related to product quality and compliance with regulatory standards[128]. - The company may incur significant costs from cyber-attacks, including liability for stolen assets and damage to network infrastructure, which could harm its financial condition[191].

Financial Performance - Revenue for fiscal year 2026 was $1,610.6 million, representing a growth rate of 13% compared to $1,429.7 million in fiscal year 2025[117] - Annual Recurring Revenue (ARR) reached $1,852.6 million for January 31, 2026, up 11% from $1,666.1 million in January 31, 2025[117] - Sales outside the U.S. accounted for 54% of total revenue for fiscal year 2026[119] - A significant portion of the company's revenue and Annual Recurring Revenue (ARR) comes from its top 10% of customers, making it vulnerable to fluctuations in their purchasing decisions[149] - As of January 31, 2026, the company had 2,565 customers with Annual Recurring Revenue (ARR) of $100,000 or more, and 357 customers with ARR of $1 million or more, accounting for approximately 89% and 52% of total revenue, respectively[164] - International customers contributed 54% and 56% of total revenue for fiscal years 2026 and 2025, respectively[257] Operating Expenses and Investments - The company anticipates continuing to incur significant operating expenses, including investments in research and development, customer base expansion, and international market penetration[112] - The company has entered into non-cancellable multi-year capacity commitments with third-party cloud providers, which may lead to higher expenses than anticipated[113] - The company completed a multi-year implementation of a new enterprise resource planning (ERP) system during fiscal year 2026, which involved significant financial and human capital investment[171] - The company may require additional capital for growth, which may not be available on favorable terms, potentially impacting future investments and operations[173] Market and Competitive Landscape - The company derives substantially all revenue from the UiPath Platform™, making market adoption critical for continued success[128] - The company faces intense competition in the automation market, with competitors potentially offering lower-cost or differentiated products that could impact its sales[138] - The company is aware that as the market matures, it must continue to differentiate its products to maintain competitive advantage and market acceptance[139] - The company recognizes the need to effectively market its platform and organize its sales teams to drive adoption and growth, with ongoing changes being critical to success[133] Customer Relations and Retention - Customer renewals and additional purchases are critical for the company's growth strategy, with annual license agreements being the primary model, and the company faces risks if customers do not renew or expand their licenses[131] - The company acknowledges that its ability to predict renewals and dollar-based net retention rates may fluctuate due to various external factors, including economic conditions and customer satisfaction[132] - The company emphasizes the importance of maintaining high levels of customer service and satisfaction as it expands its business, noting that failure to do so could harm its reputation and financial condition[129] - The company must enhance its consulting and training services to meet customer needs, as failure to do so could impact customer adoption and future financial performance[156] Risks and Challenges - Macroeconomic conditions and geopolitical tensions present significant risks that could adversely affect the company's operations and financial results[120] - The company may face challenges in maintaining consistent profitability due to various risks, including competition and economic conditions[112] - The company is experiencing challenges in attracting and retaining qualified personnel, particularly in AI and automation, which could impact its operational capabilities[145] - Leadership transitions within the company could create operational disruptions and impact relationships with customers and investors, potentially affecting future performance[143] Regulatory and Compliance Issues - The company is subject to regulatory risks associated with AI technology, which may require significant resources to comply with evolving laws and regulations[159] - The company is subject to evolving ESG regulations that may lead to compliance risks and costs, impacting its practices and reported progress[183] - Compliance with various data privacy laws, such as GDPR and CCPA, may increase legal risks and compliance costs for the company[192] - The company is currently under audit in jurisdictions such as Romania and India, leading to disputes and potential litigation regarding tax positions taken[267] Cybersecurity and Data Privacy - The company faces risks related to data privacy and cybersecurity, with stringent laws and regulations that could lead to fines and reputational harm[189] - Cybersecurity threats, including ransomware attacks, pose significant risks to the company's operations and could lead to reputational harm and financial loss[211] - The company relies on third-party service providers for critical business operations, which increases vulnerability to security incidents and potential data breaches[214] - Non-compliance with data privacy obligations could result in government enforcement actions, litigation, and significant penalties[204] Financial Position and Market Risks - The company is exposed to market risks due to fluctuations in interest rates and foreign currency exchange rates, which could adversely affect its financial position[403] - Approximately 51% of the company's revenues and 41% of its expenses for fiscal year 2026 were denominated in non-U.S. dollar currencies, leading to net foreign currency transaction losses of $7.0 million[405] - The stock price of the company may be volatile, influenced by various factors including financial performance, market conditions, and announcements of significant business developments[297] - The company may experience dilution of ownership interests due to the issuance of additional capital stock for financings, acquisitions, or equity incentive plans[300] Corporate Governance and Structure - The dual class structure of the company's common stock concentrates voting control with CEO Daniel Dines, limiting other stockholders' influence on corporate decisions[281] - Anti-takeover provisions in the company's charter documents may hinder acquisition attempts and limit stockholder influence over management changes[289] - The company has not elected the "controlled company" exemption, which could impact corporate governance and attractiveness to certain investors[283]

IPO and Fundraising - The Company completed its Initial Public Offering (IPO) on December 24, 2025, raising gross proceeds of $100 million by selling 10 million units at $10.00 per unit[22]. - A private placement of 350,000 units was also completed, generating total proceeds of $3.5 million, with each unit priced at $10.00[23]. - The Company intends to use substantially all net proceeds from the IPO and private placement for consummating a business combination[25]. - The Trust Account holds $10.00 per unit sold in the IPO, which may only be invested in U.S. government treasury obligations or money market funds[27]. - The company has $100,000,000 in its trust account available for business combinations, providing flexibility in structuring deals[42]. - The Company has cash held in the trust account amounting to $100,059,591, which is intended for completing a business combination[164]. - The Company has cash of $1,025,947 held outside the trust account, which will be used for identifying and evaluating target businesses[166]. - The Company incurred transaction costs of $5,984,169 related to the IPO, including a cash underwriting fee of $2,000,000 and a deferred underwriting fee of $3,500,000[162]. Business Combination Plans - The business combination must involve target businesses with a fair market value of at least 80% of the net balance in the Trust Account at the time of signing[26]. - The company has not yet selected a business combination target and has not initiated substantive discussions with any potential targets[53]. - The company anticipates that target business candidates will be sourced from various unaffiliated sources, including investment bankers and private investment funds[56]. - The company may seek additional funds through private offerings to complete its initial business combination if the cash portion of the purchase price exceeds the amount available from the trust account[55]. - The company plans to evaluate its internal control procedures for the fiscal year ending December 31, 2026, as required by the Sarbanes-Oxley Act[131]. - The company does not anticipate needing to raise additional funds for operating expenditures but may require additional financing for business combination completion[168]. Shareholder Rights and Redemptions - Public shareholders will have the opportunity to redeem their shares at a price equal to the amount in the Trust Account, initially anticipated to be $10.00 per public share[29]. - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a price of approximately $10.00 per share, based on the trust account balance prior to the business combination[77]. - The company may conduct redemptions without shareholder approval under certain conditions, but will seek approval if required by law or stock exchange rules[66]. - If the company seeks shareholder approval for the business combination, it will require at least 3,258,335 public shares, or 32.6% of the 10,000,000 public shares sold, to be voted in favor[84]. - The company may conduct redemptions either through a general meeting or a tender offer, based on various factors including timing and legal requirements[79]. - The company will conduct redemptions pursuant to the tender offer rules, which will remain open for at least 20 business days[86]. - If the aggregate cash consideration for all Class A ordinary shares validly submitted for redemption exceeds the available cash, the company will not complete the initial business combination or redeem any shares[89]. - Shareholders will be restricted from seeking redemption rights for Excess Shares without prior consent, limiting the ability of a small group of shareholders to block the initial business combination[90]. - The company will not restrict shareholders' ability to vote all their shares for or against the initial business combination[91]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but may be subject to claims from creditors, potentially reducing the actual amount received by shareholders[98]. Company Structure and Governance - The company is an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A ordinary shares exceeds $700 million[48]. - The company is classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain revenue and market value thresholds are met[49]. - The company may be considered a "controlled company" under Nasdaq standards, which may exempt it from certain corporate governance requirements[50]. - The audit committee consists of three independent directors: Wayne Moorehead, Peter Griscom, and Heather Chastain[197]. - The compensation committee is chaired by Heather Chastain and includes Wayne Moorehead and Peter Griscom, all of whom are independent[201]. - The company has adopted a compensation recovery policy compliant with Nasdaq listing rules as required by the Dodd-Frank Act[209]. - The company has established a Code of Ethics applicable to its directors, officers, and employees[210]. - Directors owe fiduciary duties including acting in good faith and exercising independent judgment[211]. - The company does not have a standing nominating committee but independent directors can recommend nominees[203]. Financial Performance and Risks - As of December 31, 2025, the Company reported a net loss of $583,044, primarily due to compensation expenses of $515,040 and operating costs of $127,595, offset by interest income of $59,591[160]. - The company plans to continue incurring significant costs in pursuit of acquisition plans, with no assurance of successful business combination completion[158]. - The company may incur losses if costs associated with identifying and evaluating prospective target businesses do not lead to successful business combinations[61]. - The company may not have the resources to diversify its operations, which could increase risks associated with completing a business combination with a single entity[62]. - The company may face competition from other entities, including special purpose acquisition companies and private equity groups, which may limit its ability to acquire larger target businesses[105]. - Officers and directors may have conflicts of interest due to their obligations to other entities, which could affect the company's ability to complete its initial business combination[111]. - The company may face significant dilution for public shareholders if additional funds are raised through equity or convertible debt issuances[126]. - The company has no material litigation or governmental proceedings currently pending against it or its officers and directors[142]. Management and Conflicts of Interest - Officers and directors are not required to commit full time to the company's affairs, potentially leading to conflicts of interest[216]. - The company may pursue business combinations with entities affiliated with its sponsor, officers, or directors, requiring an independent valuation opinion to ensure fairness[217]. - The sponsor and management team may receive compensation upon the completion of an initial business combination, creating potential conflicts of interest[216]. - The company has agreed to waive redemption rights for founder shares and private shares in connection with the initial business combination[216]. - The management team may be more inclined to pursue riskier business combinations due to their financial interests in the sponsor[216]. - The company does not intend to have full-time employees prior to completing its initial business combination[216].

Table of Contents For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42890 RANGE CAPITAL ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or othe ...

Revenue Growth - Total revenue for fiscal 2026 was $3.66 billion, an increase of 16% from $3.17 billion in fiscal 2025[239]. - Product revenue rose to $1.97 billion in fiscal 2026, up 16% from $1.70 billion in fiscal 2025, driven by sales of FlashArray and royalties from hyperscaler shipments[239]. - Subscription services revenue increased to $1.69 billion, a 15% growth from $1.47 billion in fiscal 2025, primarily due to higher sales of Evergreen subscription offerings[240]. - Subscription Annualized Recurring Revenue (ARR) reached $1.92 billion at the end of fiscal 2026, reflecting a year-over-year growth of 16%[244]. - Subscription Net Dollar Retention (NDR) was 113% for fiscal 2026, indicating a strong ability to expand revenue within the existing customer base[245]. - The U.S. revenue grew by 12% to $2.5 billion, while international revenue increased by 25% to $1.2 billion in fiscal 2026[241]. Performance Obligations - Total remaining performance obligations (RPO) stood at $3.7 billion at the end of fiscal 2026, with a year-over-year growth of 40% driven by large deals and strong Evergreen offerings[246][247]. - The company expects to recognize approximately 45% of total RPO over the next 12 months, indicating future revenue growth potential[248]. Operating Expenses - Operating expenses are anticipated to increase in absolute dollars, with significant investments in research and development, sales and marketing, and general administrative functions[230][231][232][233]. - Product cost of revenue increased from $562.7 million in fiscal 2025 to $635.3 million in fiscal 2026, a change of $72.6 million or 13%[249]. - Total expenses for subscription services rose from $380.1 million in fiscal 2025 to $433.4 million in fiscal 2026, an increase of $53.3 million or 14%[249]. - Research and development expenses grew from $804.4 million in fiscal 2025 to $963.3 million in fiscal 2026, reflecting a $158.9 million increase or 20%[252]. - Sales and marketing expenses increased from $1,020.9 million in fiscal 2025 to $1,181.5 million in fiscal 2026, a rise of $160.6 million or 16%[253]. - General and administrative expenses rose from $286.2 million in fiscal 2025 to $318.4 million in fiscal 2026, an increase of $32.1 million or 11%[254]. Cash Flow and Financing - Cash, cash equivalents, and marketable securities totaled $1.5 billion at the end of fiscal 2026[258]. - Net cash provided by operating activities increased from $753.6 million in fiscal 2025 to $880.1 million in fiscal 2026, a rise of $126.5 million[268]. - Capital expenditures in fiscal 2026 amounted to $264.3 million, supporting data center expansion and new product testing[271]. - The company authorized an additional $650.0 million for share repurchases, with $329.0 million remaining available at the end of fiscal 2026[266]. - Net cash used in financing activities for fiscal 2026 was $342.6 million for share repurchases and $270.9 million for tax withholding remittances on vested equity awards[273]. - In fiscal 2025, net cash used in financing activities included $374.0 million for share repurchases and $206.6 million for tax withholding remittances on vested equity awards[274]. Market Risks - A hypothetical 1.00% increase in interest rates would have decreased the fair value of marketable securities by approximately $7.4 million as of the end of fiscal 2026[285]. - Adverse changes in foreign currency exchange rates of 10% could have resulted in an adverse impact on income before provision for income taxes of approximately $15.0 million at the end of fiscal 2026[287]. Strategic Focus - The company is focusing on modernizing data infrastructure and expanding its cloud-based storage solutions to meet increasing demand driven by AI adoption[223][224].

Commission File Number: 001-40773 CONCORD ACQUISITION CORP II (Exact name of registrant as specified in its charter) FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 85-2171101 (State or other jur ...

Financial Performance - Gold revenue for Q4 2025 was $54.637 million, with 12,920 ounces sold, resulting in an average realized gold price of $4,229 per ounce[63]. - Free cash flow for Q4 2025 was $(12.204) million, while for the year it was $19.809 million, translating to free cash flow per share of $(0.07) and $0.12 respectively[66]. - Adjusted earnings for the year ended December 31, 2025, were $14.775 million, with adjusted basic earnings per share of $0.09[75]. Capital Expenditures - Total capital expenditures for the year ended December 31, 2025, were $57.961 million, with sustaining capital expenditures of $52.445 million[65]. Operational Metrics - Operating margin for Q4 2025 was 46%, with mine operating earnings of $25.269 million on revenue of $55.151 million[69]. - Total cash costs for Q4 2025 were $26.305 million, resulting in cash costs per ounce sold of $2,036[73]. - All-in sustaining costs (AISC) for Q4 2025 were $45.713 million, with AISC per ounce sold at $3,538[73]. Strategic Initiatives - The company plans to advance its development-stage projects, including the DeLamar Project and the Nevada North Project, to enhance profitability and operational excellence[60]. - The company emphasizes sustainable value creation through disciplined capital allocation and strategic M&A activities[60]. Forward-Looking Statements - Forward-looking statements indicate expectations for continued exploration and development activities, with a focus on maintaining operational efficiency and financial performance[76]. Compliance and Regulations - The technical disclosure in the news release complies with NI 43-101 standards, which differ from U.S. SEC requirements[79]. - The TSX Venture Exchange and its Regulation Services Provider do not accept responsibility for the adequacy or accuracy of the release[80].

IPO and Financial Proceeds - The Company completed its IPO on October 23, 2024, issuing 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000[82]. - The Underwriter received a $4,025,000 underwriting discount at IPO closing, representing 1.75% of the gross proceeds[104]. - The Company retained approximately $1,900,000 for working capital and payment of IPO-related expenses from the proceeds[100]. - The Sponsor and Underwriter purchased Private Units generating total proceeds of $7,075,000[83]. Financial Performance - As of December 31, 2025, the Company reported net income of $9,225,582, consisting of $9,879,114 in investment income and $653,532 in general and administrative expenses[98]. - The Company has not generated any operating revenues to date and only incurs expenses related to being a public company[97]. Trust Account and Redemption - The Company placed $231,150,000 ($10.05 per unit) from the IPO proceeds into a Trust Account, which is invested in U.S. government securities[87]. - The redemption value of the Trust Account as of December 31, 2025, was approximately $10.57 per share[91]. - The Company has until 24 months from the IPO closing to complete a Business Combination, or it will redeem 100% of the outstanding Public Shares[94]. - Common stock subject to possible redemption is classified as temporary equity at redemption value, outside of stockholders' equity[119]. - The company recognizes changes in redemption value immediately and adjusts the carrying value of redeemable shares accordingly[120]. Financial Position and Liabilities - As of December 31, 2025, there was no outstanding balance under the promissory notes issued to the Sponsor, which allowed borrowing up to $180,000[109]. - The company has no off-balance sheet arrangements as of December 31, 2025[102]. - As of December 31, 2025, the company had no cash equivalents[118]. - There were no unrecognized tax benefits as of December 31, 2025, and no amounts accrued for interest and penalties[123]. - The company does not incur income taxes in the Cayman Islands, as income taxes are not levied[124]. Corporate Governance and Agreements - The company entered into an administrative services agreement with the Sponsor for a monthly fee of $20,000[110]. - The company has identified critical accounting policies that require management to make estimates and assumptions affecting reported amounts of assets and liabilities[113]. - The company is classified as an "emerging growth company" and is exempt from certain reporting requirements under the JOBS Act[114]. Share Issuance - On July 19, 2024, the company issued 5,750,000 Class B ordinary shares to the Sponsor for a total purchase price of $25,000[105].