Financial Position - As of December 31, 2025, the company had $5.1 million in cash and cash equivalents, and completed PIPE Financing in January 2026 for net proceeds of approximately $18.6 million [253][260]. - The company incurred a net loss of $7.6 million for the year ended December 31, 2025, with an accumulated deficit of $1.2 billion [256]. - The company expects to continue incurring substantial losses for the foreseeable future and may never generate significant revenue or achieve profitability [256][268]. - The company’s ability to raise additional funds will depend on various factors, including market conditions and operational milestones [260]. Capital Raising and Funding Challenges - The company has faced substantial difficulties in raising capital and may need to delay or reduce its research and development program for emavusertib if sufficient funds are not available [254]. - The company has entered into a 2024 Sales Agreement to sell up to $100.0 million of common stock, but sold no shares under this agreement during the twelve months ended December 31, 2025 [264]. - The company may seek strategic alternatives, including partnerships or asset sales, but there is no assurance of timely or favorable terms [262]. Drug Development and Commercialization Risks - The company has not completed the development of any drug candidate and may never achieve commercialization [256]. - The company is dependent on the successful development and commercialization of emavusertib, which is subject to various risks and uncertainties [266][270]. - Emavusertib's therapeutic efficacy in humans remains unproven, and its development may be abandoned if significant side effects are identified [272]. - The company has never obtained marketing approval for any drug candidate, which may delay or prevent the commercialization of emavusertib [282]. - The approval of emavusertib may be contingent on conducting additional clinical trials or studies as required by the FDA, which could delay commercialization [284]. - The company currently has no sales, marketing, or distribution experience, which may hinder its ability to commercialize emavusertib effectively [291]. Clinical Trial and Regulatory Challenges - Delays in patient enrollment for clinical trials could significantly impact the timeline for obtaining regulatory approvals and increase development costs [278]. - The company may face challenges in enrolling sufficient patients due to competition from other clinical trials and existing therapies [277]. - The design and execution of clinical trials can significantly influence the results, and flaws may not be apparent until later stages [279]. - Regulatory authorities may impose additional restrictions or require changes to the drug's administration, impacting its marketability [288]. - The company is dependent on companion drugs for clinical trials, and any unavailability could lead to significant delays in emavusertib development [323][324]. Competition and Market Dynamics - Emavusertib faces substantial competition from existing and new technologies, with competitors potentially developing drugs targeting the same molecular pathways [292]. - Key competitors include companies pursuing oncology indications in IRAK4, CLL, PCNSL, and AML with FLT3 mutations, highlighting a competitive landscape [293]. - Market acceptance of emavusertib is uncertain, and failure to achieve adequate acceptance could hinder revenue generation and profitability [287]. Intellectual Property and Legal Risks - Patent protection for technologies and drugs is uncertain, which could impact the company's competitive position [332][333]. - The company faces risks related to patent rights, including potential overlaps with third-party patents that may hinder the development and commercialization of drug candidates [334]. - The enforcement of intellectual property rights in China and India may not be as effective as in the U.S., posing risks to the company's proprietary technology [343]. - The company may incur substantial costs and distractions from potential patent litigation or other intellectual property disputes [340]. Regulatory Environment and Compliance - The company must comply with advertising and promotion regulations for emavusertib, which restrict marketing to approved indications only [372]. - Non-compliance with regulatory requirements can lead to significant financial penalties and restrictions on product marketing and distribution [377]. - The FDA may grant accelerated approval for drug candidates that provide meaningful therapeutic benefits, but this process is subject to stringent requirements [380]. - The company is subject to various healthcare laws and regulations that could expose it to significant penalties and operational disruptions if non-compliance is found [428]. Market Access and Pricing Challenges - The company anticipates that ongoing legal challenges and Congressional actions regarding the Affordable Care Act (ACA) will create uncertainty affecting its operations and market conditions [412]. - Legislative changes, including the Inflation Reduction Act, may increase the difficulty and cost for the company to obtain reimbursement for drug candidates, materially impairing revenue generation [410]. - The company may face significant competition from generic drug manufacturers once regulatory exclusivity periods expire, adversely affecting future revenue and profitability [409]. Data Privacy and Security Compliance - The company is subject to stringent privacy laws and regulations, with potential fines and penalties that could materially affect its business and financial condition [431]. - Compliance with HIPAA privacy and security standards is complex and may involve significant internal resources, with potential civil and criminal penalties for non-compliance [433]. - The California Consumer Privacy Act (CCPA) imposes requirements on businesses processing personal information of California residents, with significant penalties for violations [435]. International Trade and Export Challenges - The company must navigate complex international trade regulations affecting product availability [451]. - Delays in product introduction could hinder competitive positioning in the market [451]. - The company’s financial results may be sensitive to changes in international trade policies [451].

Company Overview - The company is a blank check company formed to pursue a business combination with a target having an enterprise value exceeding $500 million[15]. - The focus will be on sectors such as asset management, hospitality, travel, entertainment, and gaming, leveraging next-generation technologies like AI and digital assets[15][16]. - The management team aims to identify private companies with sound business models and growth prospects, targeting those that have been underinvested in by prior ownership[21]. - The company has not yet selected a business combination target and is focusing on technology and software infrastructure companies in financial services, real estate, and asset management[42]. Acquisition Strategy - The company intends to pursue targets with strong free cash flow characteristics and predictable revenue streams, aiming for superior risk-adjusted returns compared to publicly traded companies[20]. - The acquisition process will involve due diligence, including meetings with management, document reviews, and financial assessments, although costs and timelines are currently uncertain[23]. - The company may structure the business combination to acquire less than 100% of the target, provided it maintains a controlling interest[25]. - The management team has developed a broad network of contacts that provides access to numerous potential business combination targets[32][33]. - The company anticipates that target business candidates will be sourced from various unaffiliated sources, including investment bankers and private investment funds[44]. Financial Considerations - The company intends to complete its initial business combination using cash from its initial public offering and private placement warrants, along with potential debt and other securities[40]. - The company may need additional financing to complete its initial business combination, which could lead to significant dilution for public shareholders[43]. - The anticipated amount in the trust account is initially expected to be $10.00 per public share, which will be used for redemptions upon completion of the initial business combination[67]. - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price equal to the aggregate amount in the trust account, calculated as of two business days prior to the consummation of the initial business combination[67]. - If the aggregate cash consideration required for redemptions exceeds the cash available, the initial business combination will not be completed, and all shares submitted for redemption will be returned[71]. Shareholder Rights and Redemption - Shareholder approval may be required for the initial business combination under certain conditions, such as significant changes in ownership or control[56]. - The company may conduct redemptions without a shareholder vote, but will seek approval if required by law or stock exchange rules[56]. - If shareholder approval is not required, the company may conduct redemptions through a tender offer, which must remain open for at least 20 business days[77]. - Public shareholders are restricted from seeking redemption rights for Excess Shares without prior consent, limiting the ability of large shareholders to block business combinations[84]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but may be less due to creditor claims[95]. Competition and Market Risks - The company may face intense competition from other SPACs and private investors seeking similar business opportunities, which could complicate the acquisition process[19]. - Competition for target businesses includes established entities with greater resources, which may limit the company's ability to acquire larger targets[102]. - The company may face significant competition from other entities for business combination opportunities, which could limit its ability to complete acquisitions[142]. - Ongoing geopolitical conflicts, such as the Russia-Ukraine conflict, may adversely affect the company's search for an initial business combination and the operations of potential target companies[171]. Regulatory and Compliance Issues - Nasdaq rules require that the initial business combination must have an aggregate fair market value of at least 80% of the assets held in the trust account[24]. - The company is required to file periodic reports with the SEC, including annual, quarterly, and current reports[104]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[109]. - The company is considered a "controlled company" under Nasdaq standards, which may exempt it from certain corporate governance requirements[114]. - Compliance with new SEC SPAC Rules may increase costs and time needed to complete initial business combinations, potentially constraining the company's operations[159]. Management and Governance - The company cannot assure that key personnel will remain in senior management positions after the business combination[54]. - The company currently has one officer, Orestes Fintiklis, who is not obligated to devote specific hours until the initial business combination is completed[103]. - The company may engage in business combinations with affiliated entities, which could raise potential conflicts of interest[198]. - The company’s directors may choose not to enforce indemnification obligations, potentially reducing funds available for public shareholders[150]. Risks of Business Combination - There is a risk that the target business may not meet the company's general criteria and guidelines, potentially affecting the success of the business combination[185]. - Shareholders may face a reduction in the value of their securities if the business combination does not perform as anticipated[183]. - The company may face claims from third parties if it enters into an insolvent liquidation, which could impact shareholder distributions[178]. - If the initial business combination is unsuccessful, shareholders may have to wait for liquidation to redeem their shares, potentially suffering material losses[125]. Funding and Financial Structure - The net proceeds from the initial public offering and private placement of warrants amount to $220,200,000, which will be used to complete the initial business combination[205]. - The company may incur substantial debt to complete a business combination, which could negatively impact its financial condition and shareholder value[204]. - The company may only be able to complete one business combination, leading to a lack of diversification that could negatively affect operations and profitability[205]. - The company may issue additional Class A ordinary shares or preference shares to complete its initial business combination, which could dilute existing shareholders[189].

Foreign Exchange and Financial Risks - The company reported net foreign exchange gains of $71 million in fiscal year 2025, compared to net losses of $43 million in fiscal year 2024 and gains of $31 million in fiscal year 2023[167]. - The company is exposed to foreign exchange risks due to a significant amount of debt and long-term financial commitments denominated in U.S. dollars[166]. - The company faces potential risks from foreign exchange controls that could restrict its ability to receive funds from operations[168]. - The company may experience delays in cash upstreaming from subsidiaries due to limited liquidity in foreign exchange markets[170]. - As of December 31, 2025, the company's consolidated indebtedness excluding lease liabilities was $6,886 million, with total indebtedness including lease liabilities amounting to $9,472 million[195]. - The company funded acquisitions in Panama and Nicaragua primarily through additional indebtedness, including a $750 million bond issued in March 2019 and a $600 million bond issued in November 2019[197]. Legal and Compliance Issues - A ruling against the company on March 28, 2022, resulted in a $16.2 million penalty primarily related to taxes on incoming international calls and interest expense deductibility[172]. - The company incurred a $60 million fine and forfeited $58.2 million in benefits as part of a Deferred Prosecution Agreement with the U.S. Department of Justice in November 2025[177]. - The company is subject to complex anti-money laundering laws, which could expose it to fines or legal actions if not fully complied with[183]. - The company may lose its foreign private issuer status, which could result in significant additional costs and expenses[237]. - The Company is subject to significant legal, accounting, and compliance costs due to its status as a public company in the United States[228]. Operational and Safety Risks - The company reported a fatality in 2024 among its employees and contractors, highlighting risks associated with health and safety in its operations[190]. - The company’s operations in Nicaragua are affected by international sanctions, which may restrict its business activities[187]. - The company’s operations are significantly impacted by its ability to protect intellectual property rights, which are difficult to enforce in many markets[192]. - The company’s central functions provide essential support to its subsidiaries, and any disruption in these services could adversely affect operations[211]. - The company may face challenges in managing unauthorized access to its services, which could harm relationships with content providers and result in revenue loss[193]. Financial Performance and Revenue - For the year ended December 31, 2025, the company's revenue was $5,819 million and net profit attributable to the owners was $1,316 million[279]. - As of December 31, 2025, the company provided services to 49.3 million mobile customers and 4.6 million customer relationships with fixed services[278]. - Mobile service revenue for 2025 was $3,286 million, an increase of 4% from $3,159 million in 2024[363]. - The average revenue per user (ARPU) for mobile customers increased to $6.3 in 2025 from $6.2 in 2024, reflecting a 1.6% growth[363]. - Fixed and other service revenue accounted for 38% of consolidated service revenue in 2025, down from 40% in 2024[288]. Market Presence and Acquisitions - The company is pursuing an acquisition of 67.5% of Telefónica Colombia, with an expected aggregate investment of approximately $1 billion, subject to various external factors[201]. - The company completed the acquisition of operations in Uruguay and Ecuador in 2025, enhancing its market presence[352]. - The company is expanding its market presence through acquisitions, including the purchase of Otecel, S.A. in Ecuador, which added 5.1 million mobile subscribers[307]. - The company served 3.0 million mobile subscribers in El Salvador, making it the largest mobile service provider in that market[309]. - As of December 31, 2025, the company served 1.1 million mobile subscribers in Uruguay after acquiring Telefónica Móviles de Uruguay S.A.[323]. Organizational Changes and Strategy - The company has implemented significant organizational changes to streamline its structure, with all General Managers reporting directly to the CEO[277]. - The company has redefined its operating segments to align with its countries of operation, including Guatemala, Colombia, Panama, Bolivia, Honduras, Paraguay, and others[277]. - The company recognizes that risk is linked with opportunity and aligns its risk management focus with strategic goals[252]. - The company’s strategy focuses on expanding network reach and capacity, with low penetration rates for mobile and fixed broadband services in its markets[280]. - The company implemented significant organizational changes in 2023 to drive profitable growth and streamline decision-making processes[356]. Shareholder and Market Dynamics - The concentration of voting power held by Xavier Niel may adversely affect the market value of the Company's common shares[241]. - Future sales of common shares may depress the share price and could be dilutive to existing shareholders[227]. - The Company is not required to pay dividends, and its ability to do so may be restricted by existing debt agreements[222]. - The trading price of the Company's common shares has been volatile, influenced by market conditions and operational results[224]. - The Company may adopt share repurchase programs, but there is no assurance that these will be fully executed[223]. Infrastructure and Technology - The company operates a portfolio that includes around 2,000 towers, 12 Tier III data centers, and over 200,000 kilometers of fiber[276]. - The company deployed over 200,000 kilometers of fiber in its markets, enhancing its product portfolio with cloud and security solutions[293]. - The company holds various spectrum licenses across multiple countries, with expiration dates ranging from 2025 to 2047, including significant holdings in Colombia and Ecuador[327][328]. - The company has entered into a mobile network sharing agreement in Colombia, transferring spectrum licenses to joint operations, enhancing operational efficiency[329]. - The company has licenses to provide telecommunication services in Bolivia until 2051, with various spectrum licenses expiring between 2028 and 2031[331]. Cost Management and Economic Factors - Cost-reduction measures, including a broad-based efficiency program, resulted in severance and restructuring costs of approximately $87 million in 2023 and $115 million in 2024[357]. - Changes in macroeconomic factors, such as inflation and foreign currency exchange volatility, continue to impact profitability and service affordability[351]. - Supplier finance arrangements increased significantly from $29 million in 2024 to $163 million in 2025, indicating a shift in working capital management[355].

Financial Performance - Total sales for Q3 FY2026 reached $845.1 million, a 25% increase from $678.2 million in Q3 FY2025[10] - Adjusted EBITDA increased by 26% to $102 million, with adjusted EBITDA margin rising to 12.1% from 12.0% year-over-year[4][6] - Adjusted diluted EPS for Q3 FY2026 was $1.25, a 26% increase compared to $0.99 in the same quarter last year[12] - Operating income for Q3 FY2026 was $65.8 million, compared to $71.1 million in the prior year quarter[26] - Net income for the three months ended February 28, 2026, was $68.0 million, a significant recovery from a net loss of $8.9 million in the same period of 2025[32] - Adjusted net income for the three months ended February 28, 2026, was $49.6 million, compared to $35.4 million in the same period of 2025, reflecting a growth of 40.5%[38] - Adjusted diluted earnings per share for the three months ended February 28, 2026, was $1.25, compared to $0.99 for the same period in 2025, reflecting a significant increase[39] - The company reported a net income margin of 8.0% for the three months ended February 28, 2026, compared to a loss margin of (1.3)% in the same period last year, highlighting a turnaround in profitability[42] Sales Growth - Sales to commercial customers grew by 27%, contributing an additional $130 million, while sales to government customers increased by 19%[10] - The Parts Supply segment experienced a 45% growth, driven by a 36% organic growth in new parts Distribution activities[3] - The company expects total sales growth of 19% to 21% for Q4 FY2026 and approximately 19% for the full year FY2026[17][18] - Organic adjusted sales growth for the three months ended February 28, 2026, was 14.1%, driven by a GAAP sales growth of 24.6%[41] Cash Flow and Debt Management - Cash from operations was $75 million, reducing net leverage to 2.17x, comfortably within the target range of 2.0x to 2.5x[7][16] - Cash flows provided by operating activities were $74.7 million for the three months ended February 28, 2026, compared to a cash outflow of $18.7 million in the same period of 2025[32] - Long-term debt decreased to $888.3 million as of February 28, 2026, down from $968.0 million on May 31, 2025, indicating a reduction of 8.2%[30] - Total debt decreased to $895.0 million as of February 28, 2026, down from $1,032.0 million in the previous year, indicating improved financial stability[43] - Net debt as of February 28, 2026, was $816.5 million, a reduction from $947.6 million in the prior year, reflecting effective debt management[43] - The net debt to adjusted EBITDA ratio improved to 2.17 as of February 28, 2026, compared to previous periods, suggesting enhanced leverage metrics[43] Asset Growth - Total assets increased to $3,332.5 million as of February 28, 2026, up from $2,844.6 million on May 31, 2025, representing a growth of 17.2%[30] - Total current assets rose to $1,763.7 million, compared to $1,510.6 million in the previous year, marking an increase of 16.7%[30] - The company reported a total of $1,643.4 million in equity as of February 28, 2026, an increase from $1,211.6 million in the previous year, representing a growth of 35.6%[30] Operational Efficiency - Adjusted operating income for the three months ended February 28, 2026, was $86.2 million, up from $81.2 million in the previous year, indicating a positive trend in operational efficiency[40] - Adjusted operating margin for the three months ended February 28, 2026, was 10.2%, consistent with the previous quarter, indicating stable operational performance[40] - Operating income for the Integrated Solutions segment was $9.4 million for the three months ended February 28, 2026, slightly down from $9.6 million in the same period of 2025[34] Strategic Developments - The company is on track to close the acquisition of A-R-T in Q4 FY2026, with integration of HAECO Americas progressing ahead of schedule[5] - Recent contracts include a multi-year agreement with the U.S. Air Force worth up to $450 million for repair and new pallet construction[11]

Financial Performance - BioCardia reported a net loss of approximately $8.2 million for the year ended December 31, 2025, compared to a net loss of approximately $7.9 million in 2024[13]. - The company had no revenues in 2025, down from $58,000 in 2024, primarily due to the fulfillment of performance obligations for several business partners[13]. - Cash and cash equivalents at the end of 2025 totaled approximately $2.5 million, compared to $2.4 million at the end of 2024[21]. - Total assets decreased to approximately $3.4 million in 2025 from $3.7 million in 2024, while total stockholders' equity increased to $895,000 from $837,000[21]. Research and Development - Research and development expenses increased to approximately $5.0 million in 2025, up from approximately $4.4 million in 2024, due to activities related to the CardiAMP Heart Failure Trial and regulatory efforts in Japan[13]. - The CardiAMP HF II Trial has begun enrollment at four clinical sites, with positive clinical results presented at a major conference indicating decreased left ventricular remodeling in treated patients[4]. - The company plans to file a Q-Sub request with the FDA for the CardiAMP System's approvability based on safety and efficacy data from three clinical trials[7]. - The Helix™ Biotherapeutic Delivery System received FDA acceptance for a Pre-Submission, with a meeting scheduled for Q2 2026 to discuss its approval[12]. - The company anticipates a formal clinical consultation with Japan's PMDA regarding the CardiAMP System in Q2 2026[19]. Clinical Outcomes - The average increase in exercise tolerance for patients in the CardiAMP study for chronic myocardial ischemia was 107 seconds, with an 82% reduction in angina episodes at the six-month follow-up[5].

Drug Development and Innovation - The company has advanced its first two programs from AI design to IND in approximately two years with a total investment of around $15 million per program, compared to an industry average of 4–6 years at a cost exceeding $50 million[22]. - The Integrated Drug Creation platform allows the company to design antibody-based therapeutics targeting underexplored biological mechanisms, enhancing the precision of therapeutic designs[30]. - The company aims to leverage its Integrated Drug Creation platform to create differentiated therapeutics for both its own pipeline and partners' pipelines[29]. - The company’s lab-in-a-loop approach enables rapid innovation, allowing the transition from AI designs to wet lab-validated product candidates in as little as six weeks[31]. - The company aims to leverage its AI models to evaluate billions of unique protein variants, increasing the probability of finding promising product candidates[49]. - The strategy focuses on advancing programs that address underexplored biological mechanisms in areas of significant unmet medical need[46]. - The company focuses on using its Integrated Drug Creation platform to enhance the speed and success of biologic product discovery and development efforts[94]. Clinical Trials and Product Candidates - The lead product candidate, ABS-201, is being developed for androgenetic alopecia and endometriosis, targeting large populations with significant unmet needs[23]. - ABS-201 is currently in the HEADLINE™ Phase 1/2a clinical trial for androgenetic alopecia, which affects approximately 80 million people in the U.S., with interim proof-of-concept data expected in the second half of 2026[25]. - The company plans to initiate a Phase 2 clinical trial of ABS-201 for endometriosis in Q4 2026, a condition affecting about 10% of women of reproductive age worldwide[25]. - The ABS-201 program for androgenic alopecia has initiated a Phase 1/2a clinical trial, with preliminary safety and tolerability data expected in the first half of 2026[55]. - The Phase 1/2a clinical trial of ABS-201, HEADLINE™, is expected to enroll up to 227 healthy volunteers, with interim safety and tolerability data anticipated in the first half of 2026[71][73]. - ABS-201 is planned for a Phase 2 clinical trial in endometriosis, anticipated to start in Q4 2026, with proof-of-concept data expected in the second half of 2027[80]. Research and Development - The company is advancing five wholly-owned, internally developed programs targeting significant unmet medical needs as of December 31, 2025[53]. - The Origin-1 platform has successfully validated four targets, demonstrating binding, developability, and approximately 100nM functional potency across 5+ assays[39]. - ABS-201 demonstrated significant hair regrowth in a preclinical mouse study, achieving full hair growth after 22 days, while minoxidil achieved only approximately one-third hair growth in the same period[67]. - In a preclinical study with aged stump-tailed macaques, ABS-201 treatment nearly doubled the number of terminal hairs after six months, showing sustainable impact even four years post-treatment[69]. - ABS-201 increased key hair growth factors like IGF1 and FGF7, promoting hair matrix keratinocyte proliferation and protecting hair follicle stem cells[66]. - ABS-201's mechanism of action involves blocking prolactin receptor signaling, which may influence lesion growth and pain perception in endometriosis[76]. Regulatory and Compliance - Regulatory compliance is critical, with extensive regulations governing the research, clinical development, and commercialization of biotherapeutics, requiring substantial time and financial resources[95]. - The process for obtaining marketing approvals in the U.S. involves multiple phases, including preclinical testing, IND submission, and clinical trials[96]. - Human clinical trials are typically conducted in three phases, with Phase 1 focusing on safety, Phase 2 on preliminary efficacy, and Phase 3 on expanded patient populations[106]. - The FDA aims to review standard Biologics License Applications (BLAs) within ten months and priority reviews within six months after acceptance[108]. - Approval of a BLA requires compliance with current good manufacturing practices (cGMPs) and successful completion of all required testing[109]. - The FDA may withdraw product approval if compliance with pre- and post-marketing requirements is not maintained[112]. - Fast track designation allows for expedited review of product candidates intended to treat serious diseases, with a determination made within 60 days of request[113]. - Breakthrough therapy designation provides more intensive FDA interaction and guidance, potentially starting as early as Phase 1[114]. - Priority review aims for FDA action on marketing applications within six months for products showing significant improvement over existing therapies[115]. - Accelerated approval may be granted if a product shows meaningful advantages over existing therapies and meets certain endpoint criteria[116]. - Orphan drug designation is available for products intended to treat rare diseases affecting fewer than 200,000 individuals in the U.S.[119]. - Orphan exclusivity prevents FDA approval of similar products for seven years post-approval, with exceptions for clinical superiority[120]. - Pediatric exclusivity can add six months to existing exclusivity periods if pediatric trials are completed as per FDA requests[123]. - The FDA requires ongoing compliance with regulations post-approval, including record-keeping and reporting of adverse experiences[124]. - The Hatch-Waxman Amendments allow for patent term restoration of up to five years for products lost during development and FDA review[128]. - The approval of a biosimilar product by the FDA may not be made effective until 12 years from the date the reference product was first licensed[130]. Business Model and Partnerships - The business model includes generating internally developed programs and partnering or out-licensing them at various development stages[42]. - The company has a track record of partnerships with leading biopharmaceutical companies, including Merck and AstraZeneca[45]. - The company is positioned to execute on near-term catalysts while building long-term pipeline value through potential partnerships or out-licensing arrangements[24]. Employee and Corporate Culture - As of December 31, 2025, the company had 140 employees, many with advanced post-graduate degrees, primarily in research and development[158]. - The company offers competitive cash compensation, an all-employee equity program, and a wide range of benefits, including a short-term incentive cash bonus program[159]. - The company emphasizes diversity, equity, inclusion, and belonging (DEIB) to drive innovation and address significant unmet medical needs[164]. - The company has established a reporting hotline for ethical concerns and requires all employees to acknowledge the Code of Business Conduct and Ethics annually[162]. - The company provides numerous educational resources and development opportunities, including an annual monetary stipend for continuing education[161]. - The company is committed to promoting employee health, safety, and well-being, with regular safety training and a dedicated Employee Safety Committee[165]. - The company has a paid internship program aimed at providing real-world experience to university or graduate students[161]. - The company holds monthly company-wide meetings and utilizes employee surveys to gauge engagement and refine programs[163]. Financial and Market Considerations - Adequate coverage and reimbursement from governmental healthcare programs and commercial payors are crucial for the acceptance of any product commercialized by the company[144]. - The company is subject to various healthcare regulations that may constrain business operations and relationships with partners and payors[147]. - Legislative changes, such as the Affordable Care Act, have introduced potential competition from lower-cost biosimilars and increased minimum Medicaid rebates[149]. - The Inflation Reduction Act of 2022 allows for negotiation of maximum prices for certain drugs under Medicare, impacting pricing and reimbursement dynamics[150]. - The company must navigate complex pricing and reimbursement environments, both domestically and internationally, which may affect the commercial viability of its products[155]. - Anti-Corruption Laws impose strict regulations on interactions with government officials and healthcare professionals, which the company must comply with to avoid legal repercussions[156]. Company History and Information - The company was originally formed in August 2011 and converted to a Delaware corporation in October 2020[166]. - The company maintains an investor relations website where periodic and current reports are available free of charge[169].

Wine Production and Sales - The Company produced and sold wines under various labels, with Pinot Noir being the flagship varietal priced between $25 to $120 per bottle[20] - The winery produced approximately 158,707 cases (377,333 gallons) of wine in 2025, down from 253,974 cases in 2024[59] - The Company sold approximately 173,014 cases of wine in 2025, a decrease of 13,405 cases, or 7.2%, compared to 186,419 cases in 2024[144] - Total wine case sales decreased by approximately 13,405 cases, or 7.2%, to 173,014 cases in 2025 compared to 186,419 cases in 2024[169] - The Company operates vineyards, wineries, and tasting rooms, focusing on premium wines such as Pinot Noir and Chardonnay[217] Financial Performance - The Company reported a net loss of $917,685 for the year ended December 31, 2025, compared to a net loss of $117,894 for 2024, representing an increase in net loss of $799,791[147] - Net sales revenues decreased by $2,585,320, or 6.5%, to $37,197,122 in 2025 from $39,782,442 in 2024, primarily due to lower direct sales and sales to distributors[149] - The gross profit for 2025 was $22,492,520, down $1,702,936, or 7.0%, from $24,195,456 in 2024, attributed to lower sales revenues[156] - Selling, general and administrative expenses increased by $305,094, or 1.3%, to $23,928,692 in 2025 from $23,623,598 in 2024, mainly due to higher selling costs[158] - The gross margin percentage slightly decreased to 60.5% in 2025 from 60.8% in 2024, reflecting higher discounts offered[157] - The Company had cash balances of $410,886 and a working capital balance of $24.6 million as of December 31, 2025[184] - Total net sales for the year ended December 31, 2025, were $37,197,122, a decrease of 6.6% from $39,782,442 in 2024[209] - The company reported a net loss of $917,685 for 2025, compared to a net loss of $117,894 in 2024, indicating a significant increase in losses[209] Market Trends and Competition - The U.S. wine volume decreased by approximately 2% to 329 million cases, with revenue declining by 1.6% to around $74.3 billion in 2025 compared to 2024[26] - Direct-to-consumer wine shipping volume dropped by 15% year-over-year to 5.4 million cases, with value down 6% to $3.7 billion in 2025[27] - The wine industry is highly competitive, with significant competition from larger California wineries that have greater resources[77] - A reduction in consumer demand for premium wines could harm the Company's business, influenced by economic conditions and health concerns[102] Production Capacity and Facilities - The Company owns and leases approximately 1,018 acres of land, with 801 acres suitable for vineyard planting, aiming to grow approximately 69% of the grapes needed for its production capacity of 654,000 gallons (275,000 cases)[41] - The Company's Estate Winery has a production capacity of up to 275,000 cases (654,000 gallons) of wine per year, with approximately 158,707 cases (377,333 gallons) produced in 2025[118] - The Tualatin Estate Winery adds approximately 28,000 cases (66,000 gallons) of wine production capacity to the Company[119] - The Company has an estimated aggregate production capacity of 720,000 gallons (303,000 cases) per year, providing significant competitive advantages over most Oregon wineries[78] Sales and Distribution - Direct sales accounted for approximately 54.4% of the company's net sales in 2025, compared to 53.4% in 2024[72] - In 2025, sales to distributors and wine brokers contributed approximately 45.6% of the Company's revenue from operations, compared to 46.6% in 2024[73] - Direct-to-consumer sales accounted for 54.4% of total revenue in 2025, up from 53.4% in 2024[170] Employee and Operational Insights - The Company employs approximately 158 full-time and 141 part-time employees as of December 31, 2025[84] - The Company has expanded its culinary offerings, including daily food pairings and community-style wine dinners[69] - The Company operates seven additional tasting rooms across various locations, enhancing its market presence[71] Debt and Financial Obligations - As of December 31, 2025, the Company's outstanding long-term debt was approximately $15.0 million, with $3.1 million drawn under its short-term line of credit[94] - The company incurred an aggregate principal balance of $15,184,395 on four mortgages for its winery facilities as of December 31, 2025[62] - Interest expense increased by $151,542, or 14.9%, to $1,167,722 for the year ended December 31, 2025, primarily due to higher average loan balances[160] Regulatory and Risk Factors - The Company is subject to extensive regulation by various authorities, which could negatively affect its financial condition and operations[104] - The Company faces risks from agricultural factors, including diseases and weather conditions that could adversely affect grape supply and profitability[87] - The Company is subject to a federal alcohol tax of $1.07 per gallon for wines up to 16.0% alcohol content, with higher alcohol wines taxed at $1.57 per gallon[80] - The Company pays a state excise tax of $0.67 per gallon for wines with alcohol content at or below 14.0% and $0.77 per gallon for wines above 14.0% sold in Oregon[81] Shareholder and Stock Information - The Company's common stock is thinly traded, resulting in lower liquidity compared to other investments[106] - The Company may face liabilities associated with the offer and sale of its Preferred Stock, which could impact its financial condition[107] - The Company's ability to pay dividends on its Preferred Stock is contingent upon available funds and may be limited by existing credit facilities[108] - Preferred stock dividends remained constant at $2,252,941 for both 2025 and 2024[209] Other Financial Metrics - The Company had total liabilities of $41,547,424 in 2025, up from $39,783,410 in 2024, marking an increase of 4.4%[206] - Shareholders' equity decreased to $66,188,175 in 2025 from $69,233,730 in 2024, a decline of 4.4%[207] - Total current assets increased to $39,005,575 in 2025 from $36,919,057 in 2024, reflecting a growth of 5.9%[204]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Mark One) x 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 Washington, D.C. 20549 FORM 10-K o 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: 000-21522 WILLAMETTE VALLEY VINEYARDS, INC. (Exact name of registrant as specified in its char ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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: 001-42268 Andretti Acquisition Corp. II (Exact name of registrant as specified in its charter) | Cayman Islands | 98-1792547 | | --- | - ...

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on September 9, 2024, raising gross proceeds of $230 million from the sale of 23 million Public Units at $10.00 each[21]. - An additional $7.6 million was generated from the private sale of 760,000 Private Placement Units at $10.00 each, bringing total proceeds to $231.15 million placed in a Trust Account[22][23]. - The company raised approximately $235 million in its initial public offering in January 2022[197]. - An additional $7.6 million was raised through the sale of 760,000 Private Placement Units at the same price, with the Sponsor purchasing 450,000 units and BTIG purchasing 310,000 units[152]. - Following the IPO and Private Placement, $231.15 million was placed in a Trust Account, which can only be invested in U.S. government securities or money market funds[153]. Business Combination - The company must complete its initial Business Combination by September 9, 2026, or face liquidation and distribution of Trust Account funds[24][46]. - The Management Team is actively seeking alternative ways to consummate an initial Business Combination following the termination of the StoreDot Business Combination Agreement[30][32]. - The company aims to acquire businesses with a strong competitive advantage, seasoned management teams, and attractive financial profiles, focusing on sectors with high growth potential[39][45]. - The acquisition process includes a thorough due diligence review, which may involve meetings with management, document reviews, and inspections of facilities[41]. - The company is currently in the process of identifying and negotiating with an acquisition target for its initial Business Combination[107]. - The company may seek to extend the Combination Period with shareholder approval, allowing for potential redemptions that could affect the Trust Account balance[25][46]. - The company may not be able to complete its initial Business Combination if it cannot secure additional financing or if potential targets do not meet financial statement requirements[117]. - The company may face challenges in completing its initial Business Combination due to limited resources and significant competition, which could result in Public Shareholders receiving only their pro rata portion of the Trust Account funds[120]. - The company may face regulatory review and approval requirements for its initial Business Combination, which could delay or prevent completion[124]. Shareholder Rights and Redemption - Public Shareholders will have the opportunity to redeem their shares upon completion of the initial Business Combination, either through a general meeting or a tender offer[44]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer, with the decision made at the company's discretion[76]. - If seeking shareholder approval, the company requires approximately 39.2% of the 23,000,000 Public Shares to be voted in favor of the initial Business Combination for approval[80]. - A Public Shareholder is restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent, to prevent accumulation of large blocks of shares[88]. - Redemption requests must be submitted two business days prior to the scheduled vote on the initial Business Combination[85]. - Public Shareholders must deliver share certificates or electronically transfer Public Shares to exercise redemption rights, with a deadline of up to two business days before the scheduled vote on the initial Business Combination[90]. - The company will not complete the initial Business Combination if the cash required for redemptions exceeds the available cash, and all submitted Public Shares will be returned to the holders[75]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any funds from the Trust Account[93]. - The redemption price per share upon liquidation is expected to be approximately $10.58 as of December 31, 2025, but may be subject to claims from creditors[98]. Financial Performance and Concerns - As of December 31, 2025, the funds available for a Business Combination amount to $244,261,293, providing flexibility for the target business in terms of liquidity and capital for growth[58]. - The company had net income of $8,350,365, primarily from interest earned on marketable securities held in the Trust Account amounting to $9,761,252, offset by general and administrative costs of $1,410,877[158]. - The company generated a net income of $3,046,826 for the period from May 21, 2024, through December 31, 2024, with interest income of $3,350,051 and general and administrative costs of $303,225[159]. - The company has a liquidity concern, lacking sufficient funds to sustain operations for at least one year, raising doubts about its ability to continue as a going concern[169]. - There is substantial doubt about the company's ability to continue as a going concern due to the potential need for additional financing to complete the Business Combination[131]. - The company has a working capital deficit of $29,006, compared to a surplus of $855,099 as of December 31, 2024[161]. Management and Governance - The Management Team has significant experience and a proven track record in identifying and negotiating Business Combination opportunities[34]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including reduced disclosure obligations[112]. - The company is considered a "controlled company" under Nasdaq standards, which may allow it to opt out of certain corporate governance requirements[116]. - The board of directors includes members with extensive experience in various sectors, including retail, technology, and financial services[211][212]. - The management team has the skills to identify and evaluate business combinations, although past performance does not guarantee future success[217]. - The company has a network of contacts and operational experience, but members are not required to devote significant time to the business[217]. - Mario Andretti, a legendary figure in motorsports, serves as a special advisor, assisting in sourcing and negotiating business combination targets[216]. Risks and Challenges - The company may face challenges in maintaining or obtaining the quotation, listing, or trading of its securities on a national exchange if the public float is reduced[70]. - The lack of business diversification may pose risks as the company's success could depend entirely on the performance of a single business post-Business Combination[59]. - The company may face risks related to fluctuations in inflation and interest rates, which could impact its ability to consummate an initial Business Combination[119]. - Competition for target businesses includes other SPACs, private equity groups, and public companies, which may have greater resources and experience[106]. - The company may encounter increased competition for attractive targets as the number of SPACs evaluating targets rises[118]. - The company may face conflicts of interest due to relationships between target businesses and its Sponsor, officers, or directors, which could impact decision-making[122]. - The company may not be able to maintain control of a target business after the initial Business Combination, affecting its operational success[124]. Internal Controls and Reporting - The company maintained effective internal control over financial reporting as of December 31, 2025[189]. - There were no changes to internal control over financial reporting during the quarterly period ended December 31, 2025, that materially affected it[192]. - The company’s disclosure controls and procedures were evaluated and deemed effective as of December 31, 2025[186]. - The company does not anticipate that its disclosure controls will prevent all errors and instances of fraud[187]. - Management does not expect any recently issued accounting standards to have a material effect on the financial statements[182]. - The company has not disclosed any critical accounting estimates as of December 31, 2025[181].