Drug Development and Approval - The FDA granted Breakthrough Therapy designation for cytisinicline for nicotine e-cigarette cessation in July 2024, expediting its development and review process [21]. - Cytisinicline is expected to be commercially launched in the first half of 2027, with a PDUFA targeted action date for its NDA set for June 20, 2026 [23]. - The FDA accepted the NDA for cytisinicline as a treatment for smoking cessation in September 2025, with potential delays in approval due to manufacturing observations [40]. - The FDA awarded cytisinicline the Commissioner's National Priority Voucher in October 2025, highlighting its potential to address a major public health crisis [22]. - The company filed its NDA for cytisinicline in June 2025, with a PDUFA targeted action date of June 20, 2026, but there is potential for a delay in FDA approval [106]. - The FDA required six months and one year of cumulative exposure data from a minimum of 300 and 100 subjects, respectively, for the NDA submission [81]. - The company anticipates challenges in raising additional capital due to the current financing environment for biotechnology companies [150]. - The company expects to encounter similar regulatory challenges in other countries as it seeks to develop and commercialize cytisinicline [119]. - Regulatory authorities may require additional studies or impose restrictions that could affect the commercialization of cytisinicline [204]. - Changes in regulatory policies and potential legal challenges could disrupt the FDA's operations, impacting the review and approval process for new products [206]. Clinical Trials and Efficacy - The company has completed two Phase 3 clinical trials, with plans for a single open-label study to assess long-term safety effects of cytisinicline [39]. - In the Phase 2b ORCA-1 trial, cytisinicline treatment arms showed a median reduction in daily smoking of 74-80%, compared to a 62% reduction in placebo arms [59]. - The 3 mg TID cytisinicline arm achieved a 50% continuous abstinence rate at week 4, significantly higher than the 10% rate for placebo (p<0.0001) [60]. - In the Phase 3 ORCA-2 trial, the 12-week cytisinicline treatment demonstrated a continuous abstinence rate of 21.1% from week 9 to 24, compared to 4.8% for placebo (OR of 5.3, p<0.0001) [72]. - The ORCA-2 trial included 810 adult smokers and evaluated the efficacy of 3 mg cytisinicline dosed three times daily compared to placebo [71]. - The Phase 2 ORCA-V1 trial showed a vaping cessation rate of 31.8% for cytisinicline compared to 15.1% for placebo (p=0.04) [68]. - Subjects receiving 12 weeks of cytisinicline had 6.3 times higher odds of quitting smoking compared to placebo, with an abstinence rate of 32.6% versus 7.0% [74]. - In the ORCA-3 trial, 792 adult smokers were enrolled, confirming the efficacy of cytisinicline for smoking cessation [76]. - The continuous smoking cessation rate from week 9 to week 24 was 20.5% for the 12-week cytisinicline arm compared to 4.2% for placebo, with an odds ratio of 5.79 [79]. - Cytisinicline was well tolerated across trials, with no serious adverse events reported and compliance greater than 94% [62][69]. Financial and Operational Aspects - The company has incurred losses since inception and anticipates continuing to incur losses for the foreseeable future [160]. - The company has never generated any revenue from product sales and does not expect to do so in the near future [165]. - The company funded its operations primarily through the sale of equity securities and convertible promissory notes [161]. - The principal amounts due under the company's debt instruments totaled $15.0 million as of December 31, 2025 [154]. - The company's outstanding debt matures on December 1, 2027, and is subject to floating interest rates, increasing debt service costs due to rising interest rates [155]. - The company is required to keep substantially all cash and investments with Silicon Valley Bank, which faced closure in March 2023 but has since regained access to funds [171]. - The company has obligations to pay up to $4.8 million to the University of Bristol tied to specific financing, development, and commercialization milestones [103]. - The company has obligations for royalty payments in the low-single digits and up to mid-teens percentages of sublicense income based on net sales of licensed products [100]. - The company anticipates incurring significant expenses and increasing operating losses for at least the next several years as it continues clinical development and seeks regulatory approval for cytisinicline [148]. - The company plans to evaluate commercial partnerships in ex-U.S. territories and may consider direct marketing to consumers through various channels [130]. Supply Chain and Manufacturing - The company has partnered with Adare Pharma Solutions for U.S.-based manufacturing of cytisinicline, aiming to reduce supply chain risks and costs [23]. - The company is dependent on securing sufficient quantities of cytisinicline from limited plant sources, which poses a risk to its supply chain [173]. - The company is pursuing alternative sources for cytisinicline, including synthetic routes, but has not yet established commercial viability [173]. - The company currently partners with Sopharma for the supply and contract manufacturing of cytisinicline, utilizing third-party contract manufacturing organizations for clinical and commercial drug supply [125]. - Adverse weather conditions and climate change may disrupt the supply chain for cytisinicline, affecting production and availability [199]. Regulatory and Compliance Risks - The company is subject to various federal and state healthcare laws that regulate marketing practices and may impose penalties for non-compliance [110]. - Ongoing regulatory requirements for approved products like cytisinicline will incur costs and compliance risks, including potential penalties for non-compliance [215]. - Continuous compliance with cGMP regulations is mandatory for manufacturers, and failure to meet these standards could severely harm the company's operations [216]. - Post-approval monitoring and clinical trial obligations may lead to increased costs and potential withdrawal of marketing approvals if not met [217]. - Regulatory agencies may impose restrictions or require product withdrawals if unknown problems are discovered, significantly affecting the company's market position [218]. - Government investigations into alleged violations could divert significant resources and generate adverse publicity, impacting the company's ability to commercialize products [219]. Market Potential and Competitive Landscape - Cytisinicline is positioned to be the first new prescription medicine in two decades aimed at aiding individuals in overcoming nicotine dependence [92]. - The global revenues for prescription smoking cessation therapies are projected to reach $5.6 billion by 2030 [88]. - Cytisinicline could potentially be the first prescription drug indicated for vape and e-cigarette users ready to quit nicotine dependence [87].

Financial Performance - Achieve Life Sciences reported a net loss of $14.7 million for Q4 2025 and $54.7 million for the full year 2025, compared to a net loss of $12.4 million and $39.8 million for the same periods in 2024, respectively [7]. - Total operating expenses for Q4 2025 were $14.7 million, up from $12.2 million in Q4 2024, and for the full year 2025, total operating expenses were $54.9 million, compared to $39.1 million in 2024 [17]. - The company had cash, cash equivalents, and marketable securities of $36.4 million as of December 31, 2025, an increase from $34.4 million in 2024 [19]. Regulatory Progress - The FDA accepted the New Drug Application (NDA) for cytisinicline with a PDUFA date set for June 20, 2026, indicating progress towards regulatory approval [6]. - Cytisinicline was selected for the FDA Commissioner's National Priority Voucher for e-cigarette cessation, which will expedite the review process [6]. Clinical Development - Achieve completed the ORCA-OL long-term exposure trial with 334 participants, providing significant safety data for cytisinicline, exceeding the FDA's patient requirement for review [6]. - Achieve's clinical program indicates that cytisinicline may help individuals quit smoking regardless of their treatment history, potentially establishing a new standard of care in nicotine dependence treatment [5]. Manufacturing and Commercialization - The partnership with Adare Pharma Solutions aims to reduce manufacturing costs and risks associated with international importation, with a U.S. commercial launch anticipated in the first half of 2027 [3]. - Achieve has initiated a technology transfer to Adare for the manufacturing of cytisinicline, enhancing supply chain confidence [4]. - The company is preparing for commercial readiness, including logistics provider implementation and specialty pharmacy partner selection [6].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) 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 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ________ Commission File Number: 00 ...

Financial Position - As of December 31, 2025, the company had cash and cash equivalents of RMB36.1 million (US$5.2 million) compared to RMB25.1 million in 2024[791]. - The accumulated deficit as of December 31, 2025, was RMB4,639.3 million (US$663.4 million)[792]. - The company has no unused credit line as of December 31, 2025, raising concerns about its ability to continue as a going concern[792]. Operating Performance - The company incurred operating losses of RMB40.6 million (US$5.8 million) in 2025, following losses of RMB46.3 million in 2024 and RMB114.3 million in 2023[792]. - Net cash used in operating activities from continuing operations was RMB3.7 million (US$0.5 million) in 2025, compared to RMB21.5 million in 2024 and RMB6.2 million in 2023[801]. Cash Flow Activities - The company generated net cash provided by investing activities of RMB5.9 million (US$0.8 million) in 2025, down from RMB12.2 million in 2024 and RMB9.1 million in 2023[805]. - Net cash provided by financing activities was RMB16.9 million (US$2.4 million) in 2025, primarily from issuing redeemable convertible preferred shares[808]. Capital Expenditures - Capital expenditures were RMB7.2 million (US$1.0 million) in 2025, following RMB4.3 million in 2024 and RMB13.5 million in 2023[811]. Strategic Plans - The company plans to transition to an asset-light model to improve profitability and reduce upfront capital investments[793]. Financing and Debt - Future financing may be required due to changing business conditions, and there is uncertainty regarding the availability of financing on acceptable terms[798]. - Ucommune HK has provided a total of $41.7 million in loans to Ucommune Venture as of December 31, 2024, with $8.3 million repaid[814]. - Ucommune Venture can draw down loans of up to $60 million from Ucommune HK within three years from the first draw-down date[814]. - As of December 31, 2024, Ucommune HK has completed the transfer of $33.3 million debt owed by Ucommune Venture to Youshenghengtong Technology[814]. Internal Controls and Regulations - Cash transfers within the organization are subject to stringent internal controls, requiring multiple approval steps[815]. - The company has established internal cash management policies to minimize risks associated with cash transfers[815]. - The company is subject to PRC foreign exchange regulations, requiring approval for converting Renminbi to foreign currency for capital expenses[815]. Profit Distribution - Since January 1, 2018, no dividends or distributions have been made between the Parent and its subsidiaries or to investors[816]. - The appropriation to the statutory surplus fund must be at least 10% of after-tax profits calculated under PRC GAAP, unless the fund has reached 50% of registered capital[813]. - The appropriation to the general reserve fund must also be at least 10% of after-tax profits calculated under PRC GAAP[813]. Impairment Losses - The company recorded impairment losses of RMB2.5 million, RMB1.0 million, and RMB2.8 million on ROU assets for the years ended December 31, 2023, 2024, and 2025, respectively[822].

Financial Performance - Revenues for fiscal year 2025 increased by 6.0% to NIS 610.6 million (USD 191.4 million) from NIS 575.8 million (USD 180.5 million) in fiscal year 2024[164] - Gross profit for fiscal year 2025 increased by 8.4% to NIS 174.8 million (USD 54.8 million), representing 28.6% of revenues, compared to 28.0% in fiscal year 2024[165] - Operating profit for fiscal year 2025 increased by 35.6% to NIS 74.4 million (USD 23.3 million), or 12.2% of revenues, from NIS 54.9 million (USD 17.2 million) in fiscal year 2024[170] - Net income for fiscal year 2025 increased by 28.6% to NIS 90.4 million (USD 28.3 million), or NIS 6.49 (USD 2.04) per share, compared to NIS 70.3 million (USD 19.3 million) in fiscal year 2024[173] Cash and Working Capital - Cash and cash equivalents as of December 31, 2025, were NIS 124.2 million (USD 38.9 million), compared to NIS 122.9 million (USD 38.5 million) as of December 31, 2024[175] - Net cash from operating activities for fiscal year 2025 was approximately NIS 58.8 million (USD 18.4 million), compared to NIS 42.9 million (USD 13.5 million) in fiscal year 2024[177] - Trade receivables as of December 31, 2025, were NIS 181.8 million (USD 57.0 million), up from NIS 171.3 million (USD 53.7 million) in 2024[181] - Working capital as of December 31, 2025, was NIS 480.6 million (USD 150.7 million), compared to NIS 463.9 million (USD 145.4 million) as of December 31, 2024[180] Financial Income and Inflation - Financial income, net, for fiscal year 2025 totaled NIS 42.2 million (USD 13.2 million), compared to NIS 37.8 million (USD 11.8 million) in fiscal year 2024[171] - The annual rate of inflation in Israel for the year ended December 31, 2025, was 2.5%[182] - The annual inflation rate in Israel was 2.5% in 2025, with long-term inflation expectations remaining stable[191] - The company did not enter into index-linked loans in 2025, indicating a strategy to mitigate inflation risk[191] Economic Indicators - The GDP growth in Israel is projected to be 5.2% in 2026 and 4.3% in 2027, driven by increased private consumption and investment[190] - The unemployment rate decreased from 3.1% at the end of 2024 to 3.0% at the end of 2025[191] - The government budget deficit decreased to 4.7% of GDP in 2025 from 7.7% in 2024, with an expected deficit of 3.9% of GDP for 2026[192] - The debt-to-GDP ratio is anticipated to rise to 68.5% by the end of 2026, up from approximately 68% at the end of 2024[192] Interest Rates and Financial Stability - The Bank of Israel lowered the interest rate to 4.25% on November 24, 2025, following a reduction to 4.0% at the beginning of 2025[193] - The company is assessing the financial stability of its customers through various data agreements and inquiries[194] Risks and Control - The company faces various risks including payment defaults from principal clients and competition in the market[20] - The company is controlled by Willi-Food Investments Ltd., which holds a significant concentration of shares[20]

Financial Condition and Capital Requirements - The company has incurred net losses since inception and has not generated any revenue from the design, development, manufacturing, engineering, and sale or distribution of aircraft, with cash and cash equivalents of £69 million as of December 31, 2025[116]. - Projected net cash outflows from operations for the next 12 months are approximately £145 million, primarily to fund testing of the prototype aircraft and further development of certification aircraft[117]. - The company requires significant additional capital to continue its business plans, with a target for Valo certification set for 2028[108]. - The company anticipates significant increases in expenses and continuing losses until commercial manufacturing begins, with losses expected to be higher in future periods due to various operational expansions[146][147]. - There is a risk of dilution for ordinary shareholders if additional capital is raised through equity offerings, and any debt securities issued may impose significant operational restrictions[120]. - The company may incur additional debt, which could diminish its ability to make payments on the Convertible Senior Secured Notes when due[208]. Regulatory and Compliance Risks - The company faces significant risks related to regulatory approvals, which may not be obtained in a timely manner, potentially affecting business prospects[99]. - Delays in obtaining regulatory approvals from authorities such as the CAA, EASA, and FAA could materially affect the company's ability to deliver aircraft to customers[124]. - Regulatory approvals for aircraft production and operation are critical, with potential delays adversely affecting customer relationships and reputation[252]. - Compliance with extensive regulatory requirements in aerospace manufacturing may lead to increased costs and operational delays[257]. - Proposed laws and regulations could significantly raise operational costs and reduce demand for air travel, negatively impacting revenue[258]. - Export and import control laws may adversely affect business operations and financial results if compliance is not maintained[259]. Operational Challenges and Market Conditions - The company has a limited operating history and has not yet manufactured any non-prototype aircraft, which presents challenges in achieving efficient manufacturing capabilities[103]. - The markets for eVTOL aircraft are still in early stages of growth, and if they do not grow as expected, the company's financial condition could be adversely affected[102]. - The company faces significant uncertainty regarding its ability to continue as a going concern due to dependency on raising additional capital, which may lead to delays or reductions in research and development programs[119]. - The company is dependent on attracting and retaining highly skilled personnel to successfully implement its business strategy[99]. - The company faces intense competition for attracting and retaining skilled personnel, which is crucial for executing its business strategy[144]. - The company is dependent on key suppliers for critical components, and disruptions in supply chains could lead to delays in aircraft production and delivery timelines[140][141]. Product Development and Technological Risks - The performance of aircraft may not meet expectations, with potential defects leading to higher noise profiles, lower payload capacities, and shorter ranges than anticipated[132]. - Battery performance may require longer charging times and could have a shorter lifespan than expected, impacting operational efficiency and increasing costs[136]. - Any product defects or failures could harm the company's reputation and result in significant financial impacts, including lost revenue and increased warranty expenses[137]. - The development of a hybrid-electric aircraft variant involves substantial investment and faces technological, regulatory, and operational challenges[167]. - The regulatory pathway for hybrid aircraft certification is evolving, requiring coordination with aviation authorities, which may impact delivery timelines[168]. Market and Competitive Landscape - The company has received pre-orders for approximately 1,500 aircraft from customers across four continents, including American Airlines and Japan Airlines[156]. - All pre-orders are conditional and not legally binding until a master purchase agreement is executed, which includes final terms for the purchase[158]. - The market for eVTOL and hybrid-electric aircraft is still in early stages, and the company's success depends on effective marketing and public perception of advanced air mobility[148]. - Competition for skilled personnel in the eVTOL industry is expected to intensify, potentially affecting the company's ability to attract and retain qualified staff[164]. - The company anticipates that market adoption of hybrid-electric aircraft will depend on customer confidence and operating cost advantages[169]. Financial Instruments and Shareholder Impact - The company issued $200 million principal amount of Convertible Senior Secured Notes, which may impact financial results and shareholder dilution[203]. - The interest rate on the Convertible Senior Secured Notes was increased to 10.00% for cash interest and 12.00% for PIK interest, with a maturity date extended to December 15, 2028[205]. - Approximately $130 million in principal amount of the Convertible Senior Secured Notes was converted into 47,343,585 ordinary shares at a fixed conversion price of $2.75 per share[205]. - The company anticipates issuing additional share capital in the future, which may dilute existing shareholders[284]. - The company does not intend to pay dividends in the foreseeable future, relying instead on share price appreciation for returns[286]. Taxation and Financial Incentives - The U.K. corporation tax rate is capped at 25% for the duration of the current Parliament, with a small profits rate of 19% for companies with profits of £50,000 or less[228]. - The company expects to benefit from U.K. research and development tax reliefs, which provide relief against U.K. corporation tax[229]. - The U.K. government confirmed a higher payable tax credit rate of 14.5% for loss-making R&D intensive SMEs, applicable from April 1, 2023, with a threshold of 40% of total expenditure[230]. - The Autumn Statement 2023 announced the merging of SME and RDEC schemes into one scheme with a headline relief rate of 20%, effective from April 1, 2024[231]. - Unexpected changes to R&D tax reliefs could adversely affect the company's business, operations, and financial condition[234]. Legal and Intellectual Property Risks - The company has filed two oppositions before the European Patent Office against competitor patents as of March 20, 2026[211]. - The company was named as a defendant in a patent infringement lawsuit filed by Archer Aviation Inc. in the U.S. District Court for the Eastern District of Texas on February 23, 2026[211]. - The company relies on trade secrets and confidentiality to protect proprietary information and has applied for numerous patents in various jurisdictions, including the U.S., U.K., and Europe[216]. Environmental and Geopolitical Risks - Climate change risks may increase operational costs and affect financial results due to severe weather events[196]. - Ongoing geopolitical conflicts may disrupt business operations and increase costs, particularly regarding supply chains and raw materials[241]. - Evolving views on environmental sustainability could increase costs and harm the company's reputation, impacting financial results[243]. Data Privacy and Cybersecurity Risks - The company may face significant costs related to cybersecurity threats, including potential interruptions and loss of data, which could materially affect its operations and financial results[222]. - The company is subject to various federal and state data privacy laws, which are constantly evolving and may increase compliance costs[275]. - GDPR and U.K. GDPR impose substantial fines for breaches, potentially up to €20 million or 4% of total global annual turnover[272]. - The EU Data Act requires manufacturers to enable user access to product data, with non-compliance leading to regulatory fines and operational changes[274]. Market Perception and Share Price Volatility - The market price of the company's securities may fluctuate significantly due to factors such as financial performance and regulatory changes[276]. - The trading market for the company's securities may not develop or be sustained, affecting liquidity and price[279]. - The company may be subject to securities class action litigation due to market volatility, which could divert management's attention and incur substantial expenses[278].

Financial Agreements and Debt Management - The company entered into a Credit Agreement providing a senior secured term facility of up to $75 million, with $37.5 million funded in 2025 and an additional $37.5 million available upon lender approval[27] - The company repaid $2.5 million of principal on March 23, 2026, with additional repayments of $2.5 million scheduled for May 22, 2026, and $5.0 million for September 30, 2026[26] - The estimated fair value of outstanding warrants rose significantly to approximately $74.5 million at December 31, 2025, compared to $9.5 million in 2024[407] Acquisitions and Investments - The company acquired 100% of Alpha Steel for approximately $2.7 million, with payments scheduled in installments through July 1, 2026[32] - Following the acquisition of Alpha Steel in November 2025, the company has begun directly procuring certain raw materials, impacting cost structures[413] Product Development and Innovation - The company launched new products, including the Pioneer+ High Wind tracker, engineered to withstand wind speeds up to 150 miles per hour, and introduced a dual-row configuration for the 1P Pioneer tracker[37] - Research and development costs for the year ended December 31, 2025, totaled $4.4 million, reflecting the company's commitment to enhancing product offerings[88] - The company held 58 patents as of December 31, 2025, with 44 granted in the United States, indicating a strong intellectual property position[90] Market Trends and Projections - The U.S. solar generation is projected to grow by more than 20% annually in 2026 and 2027, following a 33% increase in 2025[54] - The global solar tracker market is projected to achieve a compound annual growth rate (CAGR) exceeding 21% from 2026 to 2031, with North America holding a 73% market share[55] - Climate change has increased demand for solar power generation, positively impacting the company's operations[81] Supply Chain and Manufacturing - The company plans to expand its domestic manufacturing capabilities and continue partnerships with U.S.-based manufacturers to enhance its supply chain[46] - The company is reducing reliance on China and enhancing its U.S.-based supply chain, including through the acquisition of Alpha Steel[65] - The company is expanding its supplier base to mitigate supply chain risks associated with climate change and extreme weather events[82] Financial Performance and Cash Flow - As of December 31, 2025, the company had $21.1 million in cash and cash equivalents, up from $11.2 million in 2024, indicating a 88% increase[404] - The closing stock price on Nasdaq increased to $10.91 as of December 31, 2025, from $5.51 in 2024, marking a 97.5% increase[408] Customer and Revenue Insights - For the year ended December 31, 2025, four customers contributed approximately 28%, 20%, 18%, and 12% to total revenue, compared to 39%, 11%, 11%, and 11% in 2024[411] - As of December 31, 2025, three customers accounted for approximately 21%, 20%, and 14% of customer accounts receivable, a decrease from 42%, 21%, and 11% in 2024[410] Regulatory and Market Challenges - The Uyghur Forced Labor Prevention Act has created uncertainty regarding the importation of solar modules into the U.S., impacting demand[57] - The U.S. imposed a universal 10% "reciprocal" tariff on most imports effective April 5, 2025, with tariffs on China increasing from 10% to 125%[62] - The company has faced project delays and revenue impacts due to permitting issues and backlogs, which may continue to affect cash flows in 2026[64] Sustainability and Environmental Commitment - The company maintains ISO certifications for environmental management and is committed to reducing environmental impacts[70] - The company is focused on sustainability by shifting towards more sustainable materials and minimizing steel content in its products[72] Workforce and Diversity - The total headcount increased to 232 employees by December 31, 2025, up from 202 in 2024, representing a 14.9% growth in workforce[91] - The company reported a total of 10 board members, with 1 female director, highlighting diversity in leadership[93] - The company is committed to advancing diversity and inclusion, with a focus on attracting and retaining a diverse workforce[93] - The company has no employees represented by a labor union, indicating stable employee relations[96] Risk Management - The company is exposed to normal industry credit risks due to accounts receivables from companies within the solar industry, necessitating continual evaluation of credit loss provisions[412] - The company faces commodity price risk from fluctuating market prices for raw materials like steel and aluminum, which could affect operating margins if costs cannot be passed on to customers[413]

Financial Results Announcement - Smith-Midland Corporation announced preliminary results for Q4 and the year ended December 31, 2025[3] - The press release detailing these results was issued on March 23, 2026[3] - The financial statements and exhibits related to the results are included in Exhibit 99.1[5] Company Information - The company is listed on NASDAQ under the trading symbol SMID[2] - The report was signed by Chief Financial Officer Dominic L. Hunter[8]

Financial Performance - As of December 31, 2025, the company reported a net income of $396,872, primarily from interest earned on marketable securities held in the Trust Account totaling $3,089,290[272]. - The company incurred operating costs of $2,717,289 for the year ended December 31, 2025[272]. - The company has a working capital deficit of $2,079,709 as of December 31, 2025, with only $25,745 in its operating bank account[270]. IPO and Trust Account - The company completed its IPO on February 14, 2025, raising gross proceeds of $86,250,000 from the issuance of 8,625,000 Units at $10.00 per Unit[267]. - A total of $86,250,000 was deposited into a Trust Account, which will be used for redemptions upon completion of a business combination or liquidation if not completed within the required timeframe[269]. - The underwriters are entitled to a deferred fee of $3,450,000, payable only upon successful completion of a business combination[276]. Business Combination - The company entered into a Business Combination Agreement on October 13, 2025, to merge with GOWell Technology Limited, with PubCo continuing as the surviving entity[263]. - The company has until August 14, 2026, to consummate a business combination, after which mandatory liquidation will occur if not completed[271]. Administrative Changes - The company terminated its Administrative Services Agreement with the Prior Sponsor on September 9, 2025, resulting in the forgiveness of $12,502 in outstanding fees[273]. - The company has not yet commenced operations and will not generate operating revenues until the completion of an initial business combination[257].

Financial Performance - As of December 31, 2025, the company reported a net income of $396,872, primarily from interest earned on marketable securities held in the Trust Account totaling $3,089,290[272]. - The company incurred a net loss of $7,712 for the period from May 31, 2024, to December 31, 2024, primarily due to formation and audit-related expenses[272]. Initial Public Offering (IPO) - The company completed its IPO on February 14, 2025, raising gross proceeds of $86,250,000 from the issuance of 8,625,000 Units at $10.00 per Unit[267]. - A total of $86,250,000 was deposited into a Trust Account, which will be used for redemptions upon the completion of a business combination or liquidation if not completed within the required timeframe[269]. - The underwriters are entitled to a deferred fee of $3,450,000, payable only upon the successful completion of a business combination[276]. Business Combination - The company entered into a Business Combination Agreement on October 13, 2025, to merge with GOWell Technology Limited, with PubCo continuing as the surviving entity[263]. - The company has until August 14, 2026, to consummate a business combination, after which mandatory liquidation will occur if not completed[271]. Operational Status - The company has a working capital deficit of $2,079,709 as of December 31, 2025, with only $25,745 in its operating bank account[270]. - The company has not commenced operations as of December 31, 2025, and will not generate operating revenues until the completion of an initial business combination[257]. - The company terminated its Administrative Services Agreement with the Prior Sponsor on September 9, 2025, resulting in the forgiveness of $12,502 in outstanding fees[273].