Financial Performance - ZyVersa Therapeutics reported a net loss of $25.0 million for the year ended December 31, 2025, compared to a net loss of $9.4 million for the previous year, representing a 165.1% increase in losses[187][202]. - The company incurred a net loss of $25.0 million for the year ended December 31, 2025, with an accumulated deficit of $137.6 million as of the same date[212]. - Total operating expenses for 2025 were $25.5 million, a significant increase of 179.0% compared to $9.1 million in 2024[202]. - Future operating losses are expected to continue for several years as the company develops its product candidates and seeks marketing approval[219]. Research and Development - Research and development expenses decreased by approximately $0.7 million or 37.4% to $1.1 million in 2025, primarily due to fewer consultants and a pause in the VAR200 clinical trial[203]. - The impairment of in-process research and development was $18.6 million in 2025, a significant decline from the previous year when no impairment was recorded[205]. - The company recorded an $18.6 million impairment charge for in-process research and development, reflecting a full impairment of the intangible asset due to a decline in market capitalization[229]. Cash and Financing - As of December 31, 2025, ZyVersa had an accumulated deficit of approximately $137.6 million and cash of $0.1 million, indicating a critical need for additional financing[187][211]. - Current assets as of December 31, 2025, were $0.348 million, while current liabilities were $12.735 million, resulting in a working capital deficiency of $12.387 million[210]. - Cash requirements for current liabilities as of December 31, 2025, are approximately $12.7 million for accounts payable and accrued expenses[214]. - The company expects to continue incurring significant expenses related to the development of its product candidates VAR 200 and IC 100, and will seek additional financing through equity or debt[188][189]. - The company plans to raise additional capital through equity, equity-linked securities, or debt to fund continued development of its product candidates[216]. - The company’s cash on hand is only sufficient to fund operations on a month-to-month basis, indicating a need for additional financing[215]. Corporate Governance and Compliance - The company expects to incur significant costs related to corporate governance and compliance as a public company[219]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay compliance with certain accounting standards[223]. - The company does not have any off-balance sheet arrangements that could materially affect its financial conditions[225]. Stock and Market Activity - ZyVersa's common stock was delisted from Nasdaq on October 6, 2025, and began trading on the OTCQB under the symbol "ZVSA" on July 28, 2025[190]. - The company has no arrangements in place for acquisitions or in-licensing but continues to evaluate strategic transactions to enhance its product pipeline[220].

Financial Performance - Aqua Metals reported cash and cash equivalents of approximately $10.8 million as of December 31, 2025, up from $4.1 million in 2024, indicating a significant improvement in liquidity [18]. - Total assets decreased to $19.7 million as of December 31, 2025, from $26.4 million in 2024, primarily due to reductions in property, plant, and equipment [18]. - Aqua Metals reported a net loss of $22.6 million for the year ended December 31, 2025, compared to a net loss of $24.6 million in 2024, reflecting a reduction in losses year-over-year [19]. Production and Quality Achievements - The company achieved a major milestone by producing the first cathode active material made from 100% domestically sourced, recycled nickel, which is currently undergoing qualification by a tier-one battery manufacturer [6]. - The company produced lithium carbonate with fluorine content below 30 ppm, representing best-in-class quality in the recycling sector, and generated significant volumes of mixed hydroxide product for partner qualification [6]. Strategic Initiatives - Aqua Metals refined its commercialization strategy for its first AquaRefining™ Campus, prioritizing battery-grade lithium carbonate and mixed hydroxide precipitate, which is expected to more than double initial lithium output and improve margins [6]. - Aqua Metals advanced the design of a scalable AquaRefining™ Campus facility capable of processing 10,000 to 60,000 metric tons per year of black mass [7]. - The company signed a multi-year supply agreement with 6K Energy for future supply of battery-grade nickel metal and lithium carbonate, supporting domestic cathode active material production [15]. - Aqua Metals expects to provide an update on its potential transaction with Lion Energy, which could materially expand its commercial platform and strategic reach across the battery value chain [6]. Funding and Investment - The company raised $13.0 million in October 2025 from a leading institutional investor, contributing to total new funding of approximately $17.1 million to advance engineering and site selection for its first commercial-scale facility [15].

Financial Performance and Projections - As of December 31, 2025, the company reported U.S. federal net operating loss carryforwards (NOLs) of approximately $160.7 million and state NOLs of approximately $94.6 million, which may begin to expire in 2037 and 2038 respectively [256]. - The company expects to incur additional costs to remediate material weaknesses and improve internal controls, which may impact financial performance [250]. - The company’s financial reporting relies on estimates and judgments that may change, potentially affecting reported results and market perceptions [261]. - The company may face significant legal, accounting, and compliance costs as a public entity, which could impact profitability if revenue does not increase accordingly [255]. - The company does not expect to declare or pay any dividends on its Common Stock for the foreseeable future, relying on share price appreciation for investor returns [339]. - The company faces risks related to economic conditions, including recession and inflation, which may impact customer demand and financial performance [349]. - The company has limited operating history selling connected fitness hardware products, making it difficult to predict the impact of current economic conditions on sales [352]. Internal Controls and Compliance - The company has identified material weaknesses in its internal control over financial reporting, including inadequate segregation of duties and system limitations in accounting software [246][258]. - The company plans to implement measures to improve internal control over financial reporting, including hiring additional qualified personnel and engaging financial consultants [247][248]. - The company has not assured that efforts to remediate internal control weaknesses will be successful or timely, which could lead to restatements of financial statements [249]. - Being a public company has resulted in increased costs and regulatory requirements, which could adversely affect the company's operations and financial condition [313]. - The company intends to hire additional accounting and finance personnel to comply with the Sarbanes-Oxley Act, but may face challenges in recruiting qualified professionals [314]. Tax and Regulatory Risks - The company is subject to indirect taxes in the U.S. and various foreign jurisdictions, which may lead to substantial tax liabilities if tax authorities challenge its tax calculations [265]. - Changes in U.S. and international tax laws could materially impact the company's effective tax rates and increase compliance costs [270]. - The company may incur significant costs to comply with new tax reporting and collection obligations imposed by taxing authorities [266]. - Changes in U.S. or foreign trade policies, including tariffs, could materially impact the company's financial condition and operations [307]. - The company is exposed to international trade risks, including tariffs and trade restrictions, which could increase operating costs and reduce margins [280]. Market and Economic Conditions - Uncertainty in global economic conditions may adversely affect demand for the company's products and services [272]. - Economic uncertainty may adversely affect consumer discretionary spending, leading to reduced demand for the company's products and services [352]. - Ongoing inflationary pressures in the United States could increase operating costs, including employee compensation and manufacturing costs, negatively affecting the company's financial condition and results of operations [351]. - The company has not implemented specific measures to mitigate inflationary pressures but may consider price increases or changes to its pricing model in the future [351]. Competition and Operational Challenges - Increased competition and the need to adapt products for international markets could negatively impact the company's operations and financial results [272]. - Competition for qualified personnel is intense, particularly in Southern California, which may hinder the company's ability to attract and retain skilled employees [366]. - The company relies heavily on its executive officers and key personnel, and the loss of these individuals could adversely affect business operations [362]. Acquisitions and Integration - The company entered into an Asset Purchase Agreement in October 2023 to acquire substantially all assets of CLMBR, which may involve integration challenges and impact financial results [359]. - Acquisitions may result in the recording of goodwill and other intangible assets, which could be subject to impairments and harm financial results [360]. Legal and Compliance Risks - Legal proceedings related to various matters could adversely affect the company's financial condition and operations [370]. - Non-compliance with U.S. export controls and economic sanctions could lead to significant penalties and harm the company's revenue [296]. - Compliance with UK GDPR and the Data Protection Act 2018 may create additional complexities and compliance burdens for the company [288]. - The company has begun implementing an anti-corruption compliance program to mitigate risks associated with violations of anti-corruption laws [303]. Environmental and Social Governance - Increasing scrutiny regarding environmental, social, and governance (ESG) practices may impose additional costs and risks, potentially harming the company's reputation and financial performance [354]. - Climate change poses long-term risks that could disrupt business operations and increase costs, impacting the company's financial condition and results [358]. - The company may face increased costs and operational restrictions due to compliance with environmental, health, and safety laws, which could materially affect its business and financial condition [312]. Currency and Interest Rate Risks - Fluctuations in exchange rates could impair the ability of members to purchase products, adversely affecting demand and financial condition [259]. - Foreign currency risk exists as a portion of operating expenses is incurred in foreign currencies, potentially impacting gross margins [484]. - Substantially all outstanding debt instruments have fixed interest rates, minimizing the impact of interest rate fluctuations on cash flows [486].

Revenue and Sales - Total revenue increased to $62,064 in 2025, compared to $52,347 in 2024, driven primarily by consumer products[81] - Product revenue rose to $61,794 in 2025 from $51,890 in 2024, with a notable increase in sales from consumer products[81] Costs and Expenses - Cost of revenue increased to $46,001 in 2025 from $36,159 in 2024, primarily due to higher materials and direct labor costs[81] - Research and development expense increased to $4,090 in 2025 from $3,837 in 2024, with higher labor and legal costs contributing to the rise[86] - Selling, general and administrative expense rose to $10,401 in 2025 from $7,219 in 2024, largely due to increased legal costs and labor[87] - Net interest expense increased to $931 in 2025 from $670 in 2024, attributed to higher usage of debt facilities[88] Cash Flow and Operating Activities - Cash used in operating activities was $(8,567,000) in 2025 compared to $1,971,000 provided in 2024, reflecting a significant year-over-year increase in cash outflow[90] Debt and Financing - The company maintained a credit agreement with Libertyville Bank & Trust, with no outstanding borrowings as of December 31, 2025[91] - A new Promissory Note was entered into on November 13, 2023, with a maximum borrowing amount of $2,000,000[95] - The company issued 15,000 shares of Series X Preferred Stock for total consideration of $6,000,000 under a Securities Purchase Agreement[97] - The Company extended the maturity date of its loan agreements from March 31, 2025, to October 1, 2025, through multiple amendments[102] - As of December 31, 2025, the balance on the Term Loan was $1,000,000, the A/R Revolver Facility was $4,767,397, and the Inventory Facility was $9,500,000[104] - The balance on the A/R Revolver Facility increased from $0 to $4,767,397 from December 31, 2024, to December 31, 2025[104] - The limit on the A&R Loan Agreement was expanded from $8,000,000 to $12,000,000, and the Business Loan Agreement limit was increased from $5,200,000 to $10,000,000[103] Future Projections and Tax Considerations - The Company expects capital spending for 2026 to be between $1 million and $3 million, depending on project success and funding availability[106] - The Company has federal net operating loss carryforwards of approximately $36.9 million as of December 31, 2025, with $30.7 million potentially expiring between 2026 and 2038[107] - Illinois net loss deduction carryforwards amount to approximately $20 million as of December 31, 2025, expiring between 2029 and 2039[107] - Future capital requirements will depend on customer acceptance of products and the success of research and development activities[106] - The Company may face limitations on the utilization of net operating loss carryforwards due to potential "ownership changes" as defined by the U.S. Internal Revenue Code[107] - The Company acknowledges that some portion of the net operating loss carryforwards may expire before being utilized[108]

Financial Performance - The company's Bookings declined by 4% year-over-year in 2024, followed by a further 13% decline in 2025[68] - Monthly Paying Users (MPUs) for Hero Wars decreased by 8% in 2024 and further by 18% in 2025 compared to the previous year[68] - Hero Wars generated 93%, 90%, and 90% of the company's revenues for the years ended December 31, 2025, 2024, and 2023, respectively[71] - For the year ended December 31, 2025, the Monthly Payer Conversion was 3.3%, with 125 thousand high paying users generating 88% of Bookings[72] - The company generated 95.0%, 93.6%, and 93.5% of its revenues from in-game purchases for the years ended December 31, 2025, 2024, and 2023, respectively[79] - In-game advertising contributed 5.0%, 6.4%, and 6.5% to revenues for the years ended December 31, 2023, 2024, and 2025, respectively[100] Market Trends - The global gaming market revenue is estimated at approximately $197 billion in 2025, representing about 7.5% year-over-year growth[67] - The gaming industry faces macroeconomic headwinds, including inflation and geopolitical uncertainty, affecting discretionary spending on in-game purchases[67] - The mobile gaming industry is characterized by low barriers to entry, leading to increased competition from numerous industry participants[94] User Acquisition and Retention - The company shifted its user acquisition strategy in 2024 and 2025 to focus on a smaller, more targeted audience linked to higher-paying opportunities[74] - A small percentage of total users generate a majority of revenues, highlighting the importance of retaining paying users[72] - The company faces risks related to user retention and engagement, with any decrease likely to have a material adverse impact on revenue and financial results[77] - The company is dependent on its ability to attract and retain paying users, as failure to do so could materially affect its business and financial condition[78] Regulatory Environment - The FTC imposed a $20 million fine on Genshin Impact's developer for selling loot boxes to players under 16 without parental consent[106] - Australia mandates that video games with in-game purchases linked to chance elements receive a minimum classification of M (Mature), effective September 2024[109] - The European Commission is intensifying scrutiny of monetization practices, with a public consultation for the Digital Fairness Act held in 2025[127] - Regulatory scrutiny of loot boxes has intensified globally, leading to various legislative actions that could impact game monetization[103] - The legal treatment of loot boxes is evolving, with Austria's Supreme Court ruling that certain randomized "packs" may not constitute illegal gambling[112] Cybersecurity Risks - Security breaches could expose the company to significant liability, including claims and regulatory fines, which may amount to hundreds of millions or even billions of dollars[161] - The company has faced past security incidents and anticipates future attempts at unauthorized access, which could compromise player and business data[160] - The company acknowledges the increasing complexity of cyber threats, particularly with the rise of sophisticated attacks during the COVID-19 pandemic[163] - The company may need to make further investments in cybersecurity to protect its data and infrastructure, which could impact operational results[169] - The company does not have comprehensive insurance for cybersecurity incidents, which may exacerbate potential harms from cyber-attacks[169] Intellectual Property Challenges - Intellectual property rights are crucial for the company's competitive position; failure to protect these rights could allow competitors to develop similar games, compromising commercialization efforts[208] - The company does not own any patents and may face challenges in defending against patent infringement claims from third parties, which could harm its business[208] - Trademark registration is an expensive and time-consuming process, and failure to secure these rights could dilute the company's brand and goodwill[209] - The legal landscape for AI-generated content remains uncertain, which could limit the company's ability to protect and commercialize AI-driven innovations[210] International Operations - The company faces significant risks associated with international operations, including higher costs, currency exchange rate fluctuations, and compliance with local laws[249] - The company has implemented policies and controls to ensure compliance with international laws, but violations could disrupt business and adversely affect financial condition[248] - The complexity of foreign laws and regulations may hinder the company's growth and increase operational costs[244] - The company’s operations in foreign jurisdictions may expose it to political, regulatory, and economic risks that could adversely affect its business[250] Compliance and Legal Risks - Compliance with evolving cybersecurity laws and regulations may increase operational costs and expose the company to sanctions or legal actions[169] - The company faces potential governmental investigations and significant liability due to non-compliance with privacy policies and data protection laws, which could adversely affect its reputation and business[190] - Compliance costs related to privacy regulations may limit the adoption and demand for the company's games, impacting overall business performance[191] - The company may incur substantial costs due to increased regulation of cookies and tracking technologies, which could limit marketing effectiveness and growth strategies[196]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR GDEV Inc. (Exact name of registrant as specified in its charter) Not applicable British Virgin Islands (Translation of Registrant's name into English) (Jurisdiction of incorporation or organization) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For t ...

Financial Condition and Operations - The company believes that the funds available outside of the trust account are sufficient to operate for at least 24 months following the IPO, but cannot assure the accuracy of this estimate [127]. - Adverse developments in the financial services industry could negatively impact the company's financial condition and results of operations [135]. - The company may incur significant costs in pursuit of acquisition plans, and management plans to address capital needs through the IPO and potential loans from affiliates [126]. - The company may need to seek additional financing to complete its initial business combination, which could impact the ability to fund operations or growth of the target business [154]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition [157]. - The company has no operating history and no revenues, making it difficult for investors to evaluate its ability to achieve business objectives [252]. Trust Account and Liquidation Risks - If the initial business combination is not completed, public shareholders may receive approximately $10.00 per share or less upon liquidation of the trust account [127]. - There is a risk that third-party claims could reduce the proceeds in the trust account, potentially leading to a per-share redemption amount of less than $10.00 [129]. - The sponsor is liable for claims that reduce the trust account below $10.00 per public share, but may not have sufficient funds to satisfy these obligations [131]. - The company may need to liquidate investments in the trust account to avoid being deemed an unregistered investment company, which could impact liquidity [135]. - If the company files for bankruptcy after distributing trust account proceeds, shareholders may face recovery claims, potentially reducing their received amounts [133]. - The company may be forced to liquidate the trust account and distribute funds if it cannot complete the initial business combination by the deadline [198]. - If the initial business combination is not completed within 24 months, the company may be required to liquidate, resulting in the expiration of warrants and loss of investment opportunities [193]. - If the company is required to liquidate, public shareholders may only receive approximately $10.00 per share from the trust account, and warrants may expire worthless [219]. Business Combination Risks - The company may enter into a business combination with a target that does not meet its general criteria and guidelines, potentially affecting the success of the combination [136]. - Management may pursue acquisition opportunities outside of its areas of expertise, which could lead to inadequate assessment of significant risk factors [137]. - The management of a prospective target business may not possess the necessary skills to manage a public company, potentially affecting post-combination operations and profitability [149]. - The departure of key personnel from a target business upon completion of the initial business combination could negatively impact operations and profitability [150]. - The company may pursue acquisition opportunities with early-stage or financially unstable businesses, which carry inherent risks [162]. - The company may face challenges in completing multiple business combinations simultaneously, which could increase costs and operational risks [166]. - The company may incur substantial costs in researching acquisitions that do not materialize, adversely affecting future acquisition attempts [155]. - The company may face limitations in identifying potential target businesses due to the requirement of furnishing financial statements, which could restrict advantageous business combinations [140]. Regulatory and Compliance Issues - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly if the target company is not compliant with internal control provisions [141]. - The company may face regulatory review from CFIUS, which could limit the pool of potential target companies for business combinations [192]. - The SEC's 2024 SPAC Rules, effective July 1, 2024, impose additional disclosure requirements and could materially affect the company's ability to complete its initial business combination [206]. - Compliance with the new SEC rules may increase costs and time needed to complete an initial business combination, potentially constraining the circumstances under which such combinations can occur [265]. - The company may be deemed an investment company under the Investment Company Act, which could lead to additional regulatory burdens and expenses [219]. - The company plans to avoid being classified as an investment company under the Investment Company Act by ensuring that its activities do not include holding more than 40% of total assets in investment securities [214]. Shareholder Rights and Interests - Holders of Class A ordinary shares will not have voting rights on director appointments prior to the initial business combination [158]. - The initial shareholders collectively own 7,165,950 founder shares, representing 25% of the issued and outstanding ordinary shares [186]. - The sponsor holds approximately 25% of the issued and outstanding ordinary shares, allowing significant influence over board appointments and shareholder votes [201]. - The company may amend its governing documents to facilitate business combinations that some shareholders may not support, increasing the likelihood of completing such transactions [152]. - Certain agreements related to the initial public offering can be amended without shareholder approval, potentially impacting the value of investments [287]. - The company is incorporated under the laws of the Cayman Islands, which may limit shareholders' ability to protect their interests through U.S. courts [288]. Conflicts of Interest - Conflicts of interest may arise due to the officers and directors' pre-existing obligations to other entities, potentially affecting business combination decisions [175]. - Conflicts of interest may arise due to the financial interests of the sponsor, officers, and directors in selecting target businesses for the initial business combination [189]. - The company has not adopted a policy prohibiting directors and officers from having financial interests in potential business combinations, which may lead to conflicts [178]. - The company may engage affiliates of the sponsor or directors for additional services post-initial public offering, which could create potential conflicts of interest [177]. Market and Economic Conditions - Changes in international trade policies and tariffs may adversely impact the company's search for a business combination target and the performance of the post-business combination company [207]. - Inflation increases in the U.S. and globally could lead to price volatility in publicly traded securities, making it more difficult to consummate a business combination [266]. - Geopolitical conditions, particularly the Russia-Ukraine conflict and Middle East tensions, are causing market volatility and could adversely affect the search for a business combination [267]. - Economic and political conditions in the country of operations could significantly impact the company's business and ability to find attractive target businesses [292]. Cybersecurity Risks - Cybersecurity risks pose a threat to the company's operations and could negatively impact financial results and business relationships [294]. - The efficient operation of the business relies on secure information systems, which are vulnerable to cyber incidents [295]. Insurance and Liability - The market for directors and officers liability insurance has become less favorable, potentially increasing costs for the company during negotiations for business combinations [260]. - The company may need to purchase additional insurance for directors and officers to protect against claims arising from pre-business combination conduct, adding to expenses [262]. - Shareholders may face liability for claims against the company if distributions are made while the company is unable to pay its debts [200]. Share Issuance and Dilution - The company may issue shares in private placement transactions at a price of $10.00 per share, which could dilute existing shareholders if the market price is higher at that time [194]. - The company may issue up to 200 million Class A ordinary shares and 20 million Class B ordinary shares, which could significantly dilute existing shareholders' equity interests [229]. - If the company redeems outstanding warrants, holders may be forced to exercise them at a disadvantageous time, potentially reducing their investment upside [238]. - The company may face challenges in consummating an initial business combination if it issues additional Class A ordinary shares at a price below $9.20, which could adjust the exercise price of the warrants [242].

Financial Performance - Research and development expenses decreased by 9% to $5.8 million for the year ended December 31, 2025, down from $6.3 million in 2024, primarily due to reduced clinical trial costs and personnel expenses [430]. - General and administrative expenses increased by 56% to $6.7 million for the year ended December 31, 2025, compared to $4.3 million in 2024, mainly due to higher professional fees and share-based compensation [431]. - The company reported an accumulated deficit of $156.7 million as of December 31, 2025, reflecting ongoing operating losses since inception [437]. - Other expenses increased to approximately $32,400 in 2025, compared to income of approximately $331,000 in 2024, primarily due to foreign currency exchange losses [433]. - Net cash used in operating activities for the years ended December 31, 2025 and 2024 was $5.9 million and $9.6 million, respectively, indicating a decrease in cash burn [442]. - The company acknowledges substantial doubt about its ability to continue as a going concern for a period of one year after the filing date of the Annual Report [440]. Product Development - The most advanced product candidate, agenT-797, has treated nearly 100 patients, demonstrating significant clinical insights in oncology and critical pulmonary immune failure [422]. - In a Phase 1 clinical trial, agenT-797 showed a median overall survival of approximately 23 months in combination with anti-PD-1 therapies for heavily pretreated patients [426]. - A Phase 2 trial for agenT-797 in combination with botensilimab and balstilimab is ongoing, with early data indicating robust immune activation in patients with gastroesophageal cancers [427]. - The company has initiated IND-enabling studies for next-generation engineered iNKT programs, including MiNK-413 and MiNK-215, targeting BCMA and FAP, respectively [428]. Funding and Liquidity - The company entered into a Sales Agreement to sell shares of common stock with a maximum aggregate offering price of $50 million, raising $17.5 million in net proceeds by March 27, 2026 [438]. - As of December 31, 2025, the company had a cash and cash equivalents balance of $13.4 million, which is expected to meet liquidity requirements for more than one year [440]. - The company repaid a Note in full in January 2026, which had an outstanding principal of $5.0 million plus accrued interest of approximately $179,000 [439]. - In May 2024, the company issued and sold 464,000 shares of common stock at a price of $12.50 per share, raising approximately $5.8 million [439]. - Future cash generation will depend on achieving regulatory approval and market acceptance of product candidates, as well as entering into collaborations [442]. - The company is exploring additional funding sources, including strategic partnerships, non-dilutive financing, and potential equity or debt financing options [441]. Regulatory and Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of reduced disclosure requirements [447]. - The company has not opted out of the extended transition period for complying with new accounting standards, which may affect comparability with other public companies [450]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [452].

Business Transition and Risks - The company is undergoing a transition involving strategic dispositions and initiatives, which may incur unanticipated costs and risks related to the separation of disposed businesses [326]. - The company faces risks from natural disasters and public health crises that could disrupt operations and adversely affect financial condition [327][328]. - The company may experience significant liabilities from public health crises and other unforeseen events, impacting overall financial performance [330][329]. Financial Structure and Taxation - The company is a holding entity with no independent revenue generation, relying on distributions from the Operating Company to cover taxes and expenses [331]. - The Operating Company is treated as a partnership for tax purposes, and the company incurs income taxes on any net taxable income allocated to it [332]. - The Tax Receivable Agreement requires the company to make cash payments equal to 85% of certain tax benefits realized, which could affect cash flow [333]. Stock Performance and Market Risks - The company has faced volatility in its Class A common stock price, which has declined significantly since the initial public offering [342]. - Nasdaq has issued a delisting notice due to failure to meet minimum bid price requirements, which could negatively impact stock price and trading ability [337][340]. - The company's Market Value of Listed Securities has been under $5 million, which could lead to immediate suspension and delisting if Nasdaq's proposed rule is adopted [341]. - The company’s stock price volatility may be influenced by external market conditions, regulatory changes, and operational performance [344][345]. - Future issuances of Class A common stock could significantly dilute existing shareholders and impair the market price of the stock [348]. - As of March 27, 2026, there are 25,084,068 Cryptocurrency Pre-Funded Warrants and 5,264,752 Advisory Warrants exercisable into Class A common stock, which could lead to substantial dilution [349]. - The company has approximately 5,039,563 shares of Class A common stock outstanding as of December 31, 2025, with 30,380,354 shares reserved for outstanding warrants and options [365]. - The company has not paid dividends in the past and does not anticipate paying cash dividends in the foreseeable future, limiting returns to stock price appreciation [363]. Internal Controls and Regulatory Compliance - Material weaknesses in internal control over financial reporting were identified as of December 31, 2025, which could lead to errors in financial statements and affect investor confidence [359]. - The company is subject to increased regulatory and reporting requirements as a public company, which may strain resources and distract management [352]. - The company expects to incur additional expenses related to compliance with new reporting requirements as it is no longer classified as an "emerging growth company" [354]. - The company is classified as a "smaller reporting company" under federal securities laws, which allows it to take advantage of reduced reporting requirements [370]. - The company may remain a smaller reporting company as long as its public float is less than $250 million as of the last business day of its most recently completed second fiscal quarter [372]. Corporate Governance and Shareholder Rights - The company has a significant number of authorized but unissued shares, which could negatively impact potential investors and allow management to resist takeover attempts [365][366]. - Anti-takeover provisions in the company's bylaws may discourage changes in control and affect the voting power of Class A common stock holders [367]. - The company may issue preferred stock in the future, which could adversely affect holders of Class A common stock and depress its market price [368]. - The company has authorized the issuance of "blank check" preferred stock to potentially increase the number of outstanding shares and thwart takeover attempts [371]. - The company has implemented advance notice requirements for stockholders regarding matters to be brought before meetings [371]. - The company has established a supermajority stockholder vote requirement for amending certain provisions of its amended and restated certificate of incorporation and bylaws [371]. - The company limits the forum for certain litigation against it to Delaware [371]. - The company restricts the transfer of its outstanding shares of Class B common stock [371]. - The company has a requirement that the authorized number of directors may only be changed by resolution of the Board [371]. - The company allows all vacancies, including newly created directorships, to be filled by the affirmative vote of a majority of directors then in office [371]. - The company cannot predict if the reduced reporting requirements will make its Class A common stock less attractive to investors, potentially affecting trading activity and stock price volatility [372].

Customer Base and Market Presence - nCino ended fiscal 2026 with over 2,700 customers, including approximately 1,500 depository financial institutions, with 620 generating more than $100,000 in subscription revenues[37] - nCino's customer base includes major financial institutions such as Wells Fargo, Bank of America, and Barclays, showcasing its diverse clientele across various asset classes[34] - The company has made significant investments to expand its presence in EMEA and APAC, promoting sales in over 25 countries[38] - Sales to customers outside the U.S. accounted for 18.7%, 21.5%, and 22.1% of total revenues for the fiscal years ended January 31, 2024, 2025, and 2026[144] Financial Performance - The company reported a net income of $5.2 million for the fiscal year ended January 31, 2026, following losses of $42.3 million and $37.9 million in the previous two fiscal years[86] - Revenue increased from $476.5 million in fiscal 2024 to $594.8 million in fiscal 2026, indicating a declining growth rate year over year[89] - Revenue increased from $476.5 million for fiscal 2024 to $540.7 million for fiscal 2025, and to $594.8 million for fiscal 2026, representing a growth of 13.0% and 10.0% respectively[141] - The company has an accumulated deficit of $375.8 million as of January 31, 2026[86] Research and Development - The company invested 21.4% of its revenues back into research and development in fiscal 2026, with plans to continue this investment in fiscal 2027 to enhance the nCino Platform[38] - Research and development expenditure was $127.5 million, representing 21.4% of total revenues in fiscal 2026[52] - A significant portion of investment focuses on AI and machine learning capabilities, including the Digital Partners intelligent agent framework and Operations Analytics platform[49] - The nCino Research Institute provides insights based on aggregated performance metrics from the global customer network, enhancing visibility into banking trends[51] Technology and Innovation - The nCino Platform integrates AI capabilities to enhance operational efficiency and mitigate risk, with features like automated document processing and real-time risk assessment[30] - The company has strategically acquired technology firms like DocFox and Sandbox Banking to enhance its platform capabilities and drive innovation[21][39] - The company’s technology development approach includes continuous integration and deployment practices to enhance existing solutions and develop new functionalities[48] - The nCino Platform is designed to optimize financial institutions' operations by embedding banking intelligence into existing tools, enhancing efficiency and decision-making[215] Competitive Landscape - The competitive landscape includes point solution vendors and AI-focused fintech startups, with the company emphasizing its comprehensive platform and deep banking expertise[53] - Competition in the cloud-based financial services market is intensifying, with new entrants and established players increasing their focus on AI/ML technologies[79] Risks and Challenges - The company faces significant risks from evolving cybersecurity threats, which could adversely affect its reputation and operational results[74] - Revenue growth is increasingly dependent on the adoption of AI capabilities; failure to achieve widespread adoption could negatively impact customer acquisition and retention[75] - The introduction of new technologies, particularly AI/ML, is critical for maintaining competitive positioning; failure to innovate could lead to reduced demand for the company's solutions[88] - The company may face challenges in maintaining consistent revenue growth due to factors such as increasing competition and economic conditions[90] - The evolving regulatory environment may impose constraints on the company’s operations and increase costs, potentially affecting customer relationships[131] Regulatory Compliance - Regulatory changes regarding AI in the EU and U.S. may require the company to adapt its policies and practices, potentially incurring significant costs[77] - The California Consumer Privacy Act (CCPA) became effective on January 1, 2020, expanding rights for California residents regarding their personal information[107] - The California Privacy Rights Act (CPRA), effective January 1, 2023, further expands privacy rights and compliance requirements, including new audit requirements for higher risk data[107] - The General Data Protection Regulation (GDPR) imposes strict obligations on data controllers, including accountability, transparency, and data protection rights for data subjects[112] Operational Strategy - The company aims to selectively pursue strategic transactions to accelerate innovation and expand its global reach[38] - The company plans to continue expanding its direct sales force both domestically and internationally to increase its customer base[149] - The company has experienced rapid growth, increasing its employee headcount from 436 as of January 31, 2018, to 1,684 as of January 31, 2026[141] Intellectual Property - The company has 12 issued patents related to the nCino Platform in the U.S. as of January 31, 2026[56] - The company relies on a combination of patent, trademark, copyright, and trade secret laws to protect its intellectual property, which may not provide sufficient protection[154] - The company may be subject to claims of intellectual property infringement, which could result in significant costs and distract management from business operations[160] Financial Management - The company has a revolving Credit Facility of up to $250.0 million, with $213.5 million outstanding as of January 31, 2026[188] - The company amended its revolving credit facility in March 2024, increasing borrowing availability from $50.0 million to $100.0 million[163] - The company does not intend to pay dividends in the foreseeable future, relying on stock price appreciation for investor returns[171] Cybersecurity Measures - The company has implemented a comprehensive cybersecurity risk management strategy, including annual risk assessments aligned with ISO 27001 and NIST standards[190][191] - The company maintains cybersecurity insurance to mitigate the impact of potential incidents, with a documented incident response plan regularly reviewed by the information security team[194]