Financial Performance - For the year ended December 31, 2025, the company reported a net income of $5,715,932, which included interest earned on investments held in the Trust Account of $8,692,532, offset by general and administrative costs of $2,923,600 and compensation expense of $53,000 [400]. - The company has not generated any revenues to date and does not expect to do so until after the completion of its Business Combination [399]. Investments and Cash Position - As of December 31, 2025, the company had investments held in the Trust Account amounting to $213,347,170, including approximately $12,347,170 of interest income [405]. - As of December 31, 2025, the company had cash of $20,931, intended for identifying and evaluating target businesses [406]. Initial Public Offering - The company completed its Initial Public Offering on August 19, 2024, raising gross proceeds of $200 million from the sale of 20,000,000 units at $10.00 per unit [402]. - The underwriters received a cash underwriting discount of $1,700,000, which is 0.85% of the gross proceeds from the Initial Public Offering [414]. Operating Activities - Cash used in operating activities for the year ended December 31, 2025, was $988,431, with changes in operating assets and liabilities using $1,935,169 of cash [403]. - The company has no long-term debt or capital lease obligations, with a monthly payment of $15,000 to the Sponsor for administrative services [413]. Future Considerations - The company may need to raise additional capital through loans or investments to meet working capital needs, with no assurance that new financing will be available [410]. - If a business combination is not completed by August 19, 2026, the company will face mandatory liquidation and dissolution [411]. Accounting and Market Risk - Management does not anticipate that recently issued accounting standards will materially affect the Company's financial statements [421]. - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies [422]. Fair Value of Warrants - The fair value of public warrants at issuance amounted to $286,667 [420].

Revenue Performance - Revenue for the nine months ended January 31, 2026, decreased by $129,956, or approximately 28%, to $335,481, compared to $465,437 for the same period in 2025[152]. - For the three months ended January 31, 2026, revenue decreased by $58,335, or approximately 38%, to $94,347, compared to $152,682 for the same period in 2025[142]. - Funding portal revenue decreased to $335,481 for the nine months ended January 31, 2026, down 28% from $465,437 in the same period of 2025, primarily due to a reduction in the number of issuers raising capital[153]. - For the three months ended January 31, 2026, funding portal revenue was $84,137, consisting of portal fees of $34,582, listing fees of $45,809, and equity fees of $3,746, compared to $152,406 in the same period of 2025[143]. - The number of issuers launching new offerings dropped to 18 in the nine months ended January 31, 2026, compared to 64 in the prior year[153]. Expenses - Payroll and payroll-related expenses increased by $282,974, or approximately 35%, to $1,097,998 for the three months ended January 31, 2026, due to hiring and salary increases[145]. - Payroll expenses increased by $1,046,563, or approximately 35%, to $3,747,881 for the nine months ended January 31, 2026, due to hiring and salary increases[155]. - Consulting expenses increased by $204,477, or approximately 322%, to $268,032 for the three months ended January 31, 2026, attributed to hiring a new consultant for tokenization[148]. - General and administrative expenses decreased by $147,091, or approximately 4%, to $3,646,761, attributed to lower professional fees[157]. - Legal costs rose to approximately $2,161,000 for the nine months ended January 31, 2026, with 91% related to ongoing SEC and FINRA investigations[157]. Cash Flow and Liquidity - Net cash used in operating activities was $7,661,306 for the nine months ended January 31, 2026, compared to $4,614,630 in the prior year[171]. - Net cash provided by financing activities increased to $8,187,321 for the nine months ended January 31, 2026, up from $4,365,752 in the same period of 2025[174]. - The company recorded $500,000 in insurance recovery proceeds for the nine months ended January 31, 2026, compared to none in the prior year[162]. - As of January 31, 2026, cash and cash equivalents were $715,443, with negative working capital of $2,922,843, an improvement from negative working capital of $5,096,155 as of April 30, 2025[164]. - The company anticipates that existing cash and liquidity sources may not be sufficient to meet working capital needs for the next 12 months, raising substantial doubt about its ability to continue as a going concern[170]. Acquisitions - The company purchased substantially all of Rivetz Corp.'s assets related to its "Rivetz Network" for 950,000 shares of common stock on December 3, 2025[137]. - The company acquired substantially all assets from Iverson Design in January 2026, issuing 980,000 shares of common stock as consideration[141]. Impairment and Legal Matters - The company recorded no impairment expense during the three months ended January 31, 2026, compared to $1,300,000 in the same period of 2025[150]. - The company anticipates an increase in legal fees in future periods due to ongoing investigations by the SEC and FINRA[147].

Portfolio and Revenue - As of December 31, 2025, the Company’s portfolio consists of 143 healthcare facilities with an aggregate of 15,602 licensed beds, generating approximately $142.7 million in annualized average base rent [198]. - Rental revenues increased by $37.9 million, or 32%, from $117.1 million in 2024 to $155.0 million in 2025, driven by contributions from recent property acquisitions and re-tenanting efforts [212][213]. - The Company completed several acquisitions in 2025, including nine skilled nursing facilities in Missouri for $59 million, which increased annual rents by $5.5 million [205]. Financial Performance - Net income increased from $26.5 million in 2024 to $33.3 million in 2025, reflecting a 26% growth attributed to higher rental revenues [218]. - Net income for the year ended December 31, 2025, was $33,306,000, an increase from $26,505,000 in 2024, representing a growth of 25.5% [254]. - Funds from Operations (FFO) for 2025 were $79,567,000, up from $60,193,000 in 2024, indicating a year-over-year increase of 32.2% [254]. - Adjusted Funds from Operations (AFFO) for 2025 were $72,465,000, compared to $55,825,000 in 2024, reflecting a growth of 29.8% [254]. Expenses and Debt - Interest expense rose by $16.0 million, or 49%, primarily due to higher bond interest and new note payables, totaling $50.9 million [217]. - General and administrative expenses increased by $1.8 million, or 25.6%, primarily due to higher payroll expenses [215]. - The company had total fixed rate loans of $634,168 thousand and variable rate loans of $160,484 thousand as of December 31, 2025, resulting in a gross note payable and other debt of $794,652 thousand [250]. - The company’s total debt included $417.3 million in senior debt notes, with $160.5 million (20.20% of total debt) bearing a variable interest rate [279]. Cash Flow and Liquidity - Net cash provided by operating activities increased by $30.7 million to $90,037 thousand for the year ended December 31, 2025, compared to $59,330 thousand for 2024 [228]. - Cash used in investing activities decreased by $24.9 million to $111,872 thousand for the year ended December 31, 2025, primarily due to a $27.9 million decrease in cash used for property acquisitions [229]. - Cash flows generated from financing activities decreased by $138.4 million to a net cash outflow of $5,063 thousand for the year ended December 31, 2025, compared to a net inflow of $133,344 thousand for 2024 [230]. - The Company plans to maintain liquidity through operating cash flows and potential future equity or debt offerings to fund acquisitions [222][223]. Bonds and Interest Rates - The Company issued Series B Bonds worth approximately $89.5 million at a fixed interest rate of 6.70%, with repayment scheduled from 2026 to 2029 [204]. - As of December 31, 2025, the company had outstanding Series A Bonds of NIS 302.2 million ($94.7 million), Series B Bonds of $107.2 million, Series C Bonds of NIS 247.9 million ($77.7 million), and Series D Bonds of approximately NIS 175.8 million ($55.1 million) [240][243][245][249]. - The average interest rate on HUD guaranteed loans as of December 31, 2025, was 3.91% per annum, with total non-recourse mortgage loans amounting to $254.1 million [232][231]. - If one-month SOFR increases by 100 basis points, the company's annual cash flow would decrease by approximately $1.6 million [279]. Tenant Management and Risks - The company actively monitors the credit risk of its tenants, reviewing periodic financial statements and operating data [273]. - The company aims to reduce dependence on related party tenants to diversify its tenant base [272]. - The company is exposed to inflation risk, but expects most leases to include provisions that protect against inflation impacts [277]. - The company expects to generate sufficient positive cash flow from operations to meet ongoing debt service obligations and distribution requirements for maintaining REIT status [227]. - The company is in compliance with financial covenants related to its credit facilities, including a maximum indebtedness to EBITDA ratio of 8.0 to 1 [237][238]. Dividends - The company plans to maintain quarterly dividend payments in cash, with an annual dividend amount no less than 90% of its annual REIT taxable income [254].

Financial Performance and Strategy - As of December 31, 2025, the company managed over $2.4 billion in assets under management (AUM) and aims to operate within a single-digit million dollar operating loss to profit range in fiscal year 2026[23]. - The company has incurred operating losses since its inception in 2022, indicating a need for additional capital to support operations and growth[79]. - The company plans to strategically deploy capital to bolster its treasury, with $67.5 million in cash and cash equivalents as of December 31, 2025[27]. - The company may pursue strategies to generate income from its bitcoin holdings, which will subject it to enhanced regulatory oversight and compliance requirements[89]. - The company may experience future dilution as a result of additional equity offerings to raise capital or pursue strategic acquisitions[168]. - The company does not anticipate paying any cash dividends or other distributions to common stockholders in the foreseeable future, relying instead on capital appreciation for returns[159]. Bitcoin Acquisition and Treasury Strategy - In 2025, the company acquired approximately 7,627 bitcoin at an aggregate cost of approximately $863.0 million, averaging $113,153 per bitcoin[26]. - From January 1, 2026, to March 17, 2026, the company acquired approximately 5,048 bitcoin through the acquisition of Semler Scientific and purchased an additional 953 bitcoin at an average price of approximately $81,092 per bitcoin[26]. - As of March 17, 2026, the company's bitcoin treasury totaled 13,628 bitcoin, with cash and cash equivalents amounting to $83.7 million[28]. - The company has not sold any bitcoin to date, adhering to a long-term holding strategy[26]. - The company has announced a bitcoin treasury strategy, which has not been tested over a significant period or under varying market conditions, potentially impacting investor confidence if the strategy proves unsuccessful[96]. Regulatory and Compliance Risks - The company faces significant regulatory uncertainty regarding bitcoin, with potential impacts from new laws and regulations that could affect its ability to own or transfer bitcoin[81]. - The SEC has increased scrutiny on digital asset companies, as evidenced by recent enforcement actions against major players in the industry[82]. - The company is subject to risks associated with the volatility of bitcoin, including potential negative publicity and regulatory actions that could affect investor confidence[91]. - Regulatory changes reclassifying bitcoin as a security could lead to the company being classified as an "investment company," adversely affecting the market price of bitcoin and its listed securities[113]. - The company is classified as a "controlled company" under Nasdaq rules, with insiders owning more than 50% of voting power, which may limit corporate governance protections for other shareholders[140]. Semler Scientific and Product Development - The company entered into a merger agreement with Semler Scientific, acquiring its existing bitcoin reserve and operating business focused on chronic disease technology products[24]. - Semler Scientific's QuantaFlo product is a patented and FDA-cleared vascular testing device that performs a blood flow test in four minutes[49]. - The company has reported decreased usage of QuantaFlo due to factors including the 2024 Medicare Advantage and Part D Final Rate Announcement[49]. - The company has ceased marketing QuantaFlo for heart dysfunction diagnosis and has written off $2.5 million related to Insulin Insights software licenses due to lack of revenue generation[184]. - The company is seeking a new 510(k) clearance from the FDA for expanded use of QuantaFlo, which may delay marketing and adversely affect results[206]. Market and Competitive Landscape - The price of bitcoin is highly volatile, which could adversely affect the company's financial results and the market price of its listed securities[91]. - The company faces significant competition for skilled personnel, and losing key employees could adversely affect its business and operating results[134]. - The anticipated benefits from the Semler Scientific Merger may not be realized, potentially leading to additional expenses and adversely affecting the combined company's financial results[146]. - The company may face significant product liability risks and may not be sufficiently insured against these risks, which could lead to substantial claims[199]. Legal and Litigation Risks - The company has been cooperating with civil investigative demands from the DOJ since 2017 related to reimbursement claims for QuantaFlo[62]. - The company has been subject to a $29.8 million settlement agreement with the DOJ related to improper reimbursement claims, exposing it to further litigation risks[214]. - The company may be subject to material litigation and regulatory investigations, which could result in substantial payments and legal costs[135]. - Claims of misappropriation of confidential information or trade secrets could negatively impact the company's operations[219]. Human Capital and Governance - As of December 31, 2025, Semler Scientific employed 28 full-time employees, with no labor union representation[71]. - The company emphasizes meritocracy and performance-based compensation in its human capital practices to attract and retain talent[71]. - The company’s governance documents may discourage takeover attempts and other corporate governance changes, impacting stockholder rights[179]. - Strive's internal control over financial reporting is a continuous effort that requires significant resources to maintain compliance as a public company[172].

Financial Performance - The company reported a net income of $2,989,046 for the year ended December 31, 2025, following net losses of $2,875,061 in 2024 and $64,148,145 in 2023[37]. - The company has a history of net losses and lacks assurance of future profitability due to the speculative nature of resource exploration[37]. Working Capital and Cash Position - As of December 31, 2025, the company had working capital of $5,910,941, including cash and cash equivalents of $6,171,157, which is expected to be sufficient for operations in the upcoming year[39]. Revenue Generation - The company has not generated any revenues from operations as all properties are in the exploration stage, relying on interest income and administrative service fees from related companies[38]. Capital Needs and Development - The company anticipates needing additional capital for further development of economic ore bodies and to support ongoing arbitration proceedings against Mexico[41]. Dividend Policy - The company has not paid dividends since incorporation and does not plan to do so in the foreseeable future[40]. - The Company does not intend to pay cash dividends in the foreseeable future, as earnings are expected to be retained for business development[58]. Regulatory and Compliance Risks - The company is subject to extensive laws and regulations that govern its exploration activities, which could impact its operations and require various permits[43]. - The Extractive Sector Transparency Measures Act (ESTMA) requires public disclosure of payments to governments, and non-compliance could result in significant penalties[59]. - The company’s exploration and development activities are subject to environmental regulations, and compliance failures could result in significant penalties or operational disruptions[47]. Political and Economic Risks - The company faces risks related to political, economic, and social uncertainties that could adversely affect its projects and interests[44]. - The Company is subject to risks associated with foreign operations, including currency fluctuations and political instability, which could adversely affect its business[53]. - International conflicts, such as the ongoing situation in Ukraine, may lead to volatility in commodity prices, affecting the Company's financial condition[63]. Arbitration Proceedings - The company is involved in ongoing international arbitration proceedings against Mexico, which may have a material adverse effect on its financial position[36]. Shareholder and Management Risks - As of March 19, 2026, there are 11,635,000 outstanding share purchase options, with 9,650,000 held by directors and officers, potentially causing an 8% increase in issued shares if all options are exercised[50]. - The Company does not maintain "Key Man" insurance, and the loss of key personnel could negatively impact operations[51]. Market and Competitive Risks - The Company faces competition from larger firms, which could negatively impact its ability to secure projects and resources[55]. - Market prices for shares of small cap companies are often volatile, influenced by significant business developments and financial results[56]. - The Company could be classified as a Passive Foreign Investment Company (PFIC), leading to adverse tax consequences for U.S. investors[66]. Currency and Hedging Risks - The Company is currently not engaged in currency hedging, exposing it to risks from exchange rate fluctuations[57].

Revenue Performance - Software revenue for the year ended December 31, 2025, was $1.9 million, an increase of 88% compared to $1.0 million for the year ended December 31, 2024[5] - Total revenue for the year ended December 31, 2025, was $5.6 million, a decrease of 25% compared to $7.4 million for the year ended December 31, 2024[5] Net Loss and Financial Improvement - Net loss for the year ended December 31, 2025, was $11.7 million, a decrease of 46% compared to $21.5 million for the year ended December 31, 2024[5] - The company reported a net loss of $11.713 million for the year ended December 31, 2025, compared to a net loss of $21.495 million in 2024, indicating an improvement of approximately 45.5%[13] Cash Position and Financing Activities - The company's cash position grew to $24.4 million as of December 31, 2025, an increase of 459% from $4.4 million as of December 31, 2024[5] - Cash, cash equivalents, and restricted cash equivalents at the end of the period totaled $24.465 million, significantly up from $4.508 million at the end of 2024, marking a 442.5% increase[13] - The company generated $30.872 million from the issuance of common stock and pre-funded warrants, up from $22.784 million in 2024, representing a 35.5% increase in financing activities[13] Operating Expenses and Cash Flow - The total operating expenses for the year ended December 31, 2025, were $14.4 million, a decrease from $21.4 million in 2024[10] - Net cash used in operating activities was $8.020 million, a reduction from $15.567 million in the previous year, reflecting a 48.6% decrease in cash outflow[13] - The company experienced a net cash outflow of $1.607 million from investing activities, an improvement from $2.667 million in 2024, indicating a 39.7% decrease in cash used[13] Asset Growth - The company's total assets increased to $35.5 million as of December 31, 2025, compared to $15.5 million as of December 31, 2024[11] Sensor Deployment and Business Development - Approximately 730 active sensors were connected to the MSAI Connect platform as of December 31, 2025, representing a 59% increase year over year from approximately 460 sensors as of December 31, 2024[5] - The company received over $1.5 million in purchase orders in Q4 2025 from a large global distributor customer, which will increase the number of sensors deployed in their facilities[5] - Initial deployments at Manchester Airport for baggage-handling operations were completed in Q1 2026, following new pilot purchase orders received in Q4 2025[5] - The company began discussions to pilot solutions with several large data center owners and operators, receiving its first purchase order for a pilot implementation shortly after year-end[5] Cost Reductions - Capital expenditures decreased to $1.631 million from $2.667 million in 2024, showing a reduction of 38.8%[13] - The company recorded a $511 thousand inventory impairment in 2025, down from $2.272 million in 2024, indicating a 77.5% decrease[13] - Share-based compensation expenses were $1.665 million, a decrease from $3.382 million in the previous year, reflecting a 50.7% reduction[13] Changes in Financial Liabilities - The company had a change in fair value of convertible notes with no impact in 2025, compared to a $475 thousand impact in 2024, indicating a significant change in financial liabilities[13]

Revenue Performance - Software revenue for the year ended December 31, 2025 was $1.9 million, an increase of 88% compared to $1.0 million for the year ended December 31, 2024[5] - Total revenue for the year ended December 31, 2025 was $5.6 million, a decrease of 25% compared to $7.4 million for the year ended December 31, 2024[5] Net Loss and Financial Position - Net loss for the year ended December 31, 2025 was $11.7 million, a decrease of 46% compared to $21.5 million for the year ended December 31, 2024[5] - The company reported a net loss of $11,713 million for the year ended December 31, 2025, an improvement from a net loss of $21,495 million in 2024[13] Cash and Assets - The Company's cash position grew to $24.4 million as of December 31, 2025, an increase of 459% from $4.4 million as of December 31, 2024[5] - Total current assets increased to $30.9 million as of December 31, 2025, compared to $10.5 million as of December 31, 2024[11] - Cash, cash equivalents, and restricted cash equivalents at the end of the period increased to $24,465 million from $4,508 million, showing significant liquidity improvement[13] Shareholders' Equity - Total shareholders' equity increased to $32.0 million as of December 31, 2025, compared to $12.3 million as of December 31, 2024[11] Operational Efficiency - Net cash used in operating activities decreased to $8,020 million in 2025 from $15,567 million in 2024, indicating improved operational efficiency[13] - Share-based compensation expenses decreased to $1,665 million in 2025 from $3,382 million in 2024, reflecting cost control measures[13] Investment and Expenditures - Capital expenditures were $1,631 million in 2025, down from $2,667 million in 2024, indicating a potential shift in investment strategy[13] - The company experienced a net cash outflow from investing activities of $1,607 million in 2025, compared to $2,667 million in 2024, indicating reduced investment spending[13] Inventory and Contract Liabilities - The company recorded a decrease in inventory impairment to $511 million in 2025 from $2,272 million in 2024, suggesting better inventory management[13] - The company reported a significant increase in contract liabilities of $668 million in 2025, compared to a decrease of $38 million in 2024, which may indicate future revenue recognition[13] Customer Engagement and Deployments - Approximately 730 active sensors were connected to the software platform, MSAI Connect, as of December 31, 2025, representing a 59% increase year over year[5] - The Company received over $1.5 million in purchase orders in Q4 2025 from a large global distributor customer, which will increase the number of sensors deployed in their facilities[5] - Initial deployments at Manchester Airport were completed in Q1 2026, following the selection of the platform to enhance baggage-handling operations[5] - The Company began discussions to pilot solutions with several large data center owners and operators, receiving its first purchase order for a pilot implementation shortly after year-end[5] Tax Management - The company paid $73 million in income taxes, net of refunds received, in 2025, a decrease from $2,331 million in 2024, reflecting improved tax management[13]

Revenue Sources and Customer Dependency - Approximately 43% of revenue for the year ended December 31, 2025, was generated from three government customers[79] - The company relies on a limited number of government contracts, which are subject to termination or suspension, posing a risk to revenue stability[79] Financial Performance and Losses - The company has incurred net losses since inception and expects to continue incurring losses in the near term as it invests in business growth[74] - The company may require additional capital to support growth, which might not be available on favorable terms, potentially leading to dilution of existing stockholders[73] - The expected end-of-commercial-service life of satellites is three to four years, with potential for shorter actual lifespans due to various operational risks[88][89] - The company may not generate taxable income in time to utilize NOLs before their expiration, which could adversely affect cash flows and result in increased future income tax liability[129] Operating Expenses and Financial Risks - Total operating expenses are expected to decrease in 2026 due to the sale of the maritime business, but expenses for continuing operations have increased[75] - The company engages in customer-funded R&D contracts, which often exceed generated revenue, potentially jeopardizing future activities due to negative cash flows[102] - The company faces significant competition in the satellite industry, which could pressure pricing and market share[80] - The company has experienced significant increases in satellite insurance premiums, which could reduce available cash and impact financial stability[135] Regulatory and Compliance Challenges - International expansion efforts are subject to regulatory and legal challenges, which could increase costs and impact revenue generation[86] - Compliance with evolving laws and regulations is essential, and failure to do so could result in fines, penalties, or loss of licenses, adversely affecting operations[111] - The company is subject to governmental export and import controls that could impair its ability to compete in international markets[126] - The company’s ability to maintain regulatory authorizations for satellites and services is critical, and any failure to obtain these could hinder operational expansion[112] Operational Risks and Technical Challenges - Catastrophic events or anomalies could materially affect satellite performance and operational capacity, impacting revenue and customer relationships[90][91] - The company faces significant launch risks, including delays and failures, which could materially affect its business and financial condition[94] - Dependency on third-party launch service providers may lead to increased costs and delays in meeting customer needs if the sector does not grow[94] - Technical malfunctions at ground stations could result in partial or total service loss, adversely impacting financial results[96] - The company relies on third-party suppliers for data and equipment, and any failure or delay from these suppliers could lead to service interruptions and revenue decline[97] - Manufacturing is primarily conducted in-house at a single facility in the UK, and any impairment to this facility could disrupt satellite production and affect financial performance[100] Security and Legal Risks - Any actual or perceived security or privacy breach could adversely affect the company's business, financial condition, and results of operations[131] - The company has been involved in various legal proceedings that could adversely affect its financial condition and results of operations[116] - The company may need to invest additional capital to build out higher-level security infrastructure to win contracts related to government programs[121] Market and Economic Conditions - Changes in government administration and national priorities could negatively impact the company's business in the future[118] - The company is dependent on the availability of allocated bands within the radio frequency spectrum, and failure to secure these rights could impede growth[123] - The marketable securities portfolio was valued at approximately $57.0 million as of December 31, 2025, and is subject to credit, liquidity, market, and interest rate risks that could materially affect the company's financial condition[137] Internal Controls and Reporting - The company has identified material weaknesses in its internal controls over financial reporting (ICFR), resulting in the restatement of financial statements for the years ended December 31, 2023, and December 31, 2022[140] - The company has taken measures to remediate identified material weaknesses in ICFR, but these weaknesses had not been remediated as of December 31, 2025[142] - The company’s disclosure controls and procedures have been deemed ineffective, which could impair the ability to produce timely and accurate financial statements[144] Stock Structure and Compliance - The dual class structure of the common stock concentrates voting power with the Legacy Spire Founders, with Class B common stock representing approximately 29.1% of the voting power as of December 31, 2025[152] - The Class A common stock and Class B common stock held by Peter Platzer and Theresa Condor represent approximately 22.5% of the voting power of the outstanding capital stock as of December 31, 2025[152] - On November 25, 2025, the company received a notice of noncompliance with NYSE listing standards due to a delayed filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025[153] - The failure to meet NYSE continued listing standards could adversely impact the stock price, liquidity, and ability to raise capital[154] - The company plans to utilize reduced disclosure requirements applicable to "smaller reporting companies," which may affect the attractiveness of its securities to investors[155] Currency and Inflation Risks - The company has not entered into any hedging transactions to mitigate foreign currency exchange risks, which could increase operating expenses incurred outside the U.S.[138] - The company faces risks related to fluctuations in currency exchange rates, which could adversely affect payroll, utilities, tax, and marketing expenses[138] - A hypothetical 10% strengthening or weakening of the U.S. Dollar would have resulted in an increase or decrease in the reported pre-tax loss for 2025 of approximately $2.0 million[292] - The company recorded a foreign currency gain of $10.6 million in 2025 and a loss of $4.3 million in 2024[292] - The company is exposed to inflation risk, which could impair operating results, although recent inflation has not significantly impacted results for 2025 or 2024[294] - The company does not currently engage in foreign exchange hedging contracts, which may affect revenue and operations as it expands internationally[291]

Financial Position - As of December 31, 2025, there were 75,430,033 shares of common stock outstanding and pre-funded warrants and common stock warrants to purchase 51,781,090 shares of common stock[164]. - The company currently lacks sufficient liquidity to fund the continued clinical development of tegoprubart for ALS without additional financing[170]. - The company maintains cash deposits exceeding FDIC insurance limits, with approximately 78% of total cash previously held at Silicon Valley Bank before its failure[174]. - The company has diversified its cash deposits into money market funds, U.S. treasuries, and U.S. government agency securities, with less than 5% of total cash in FDIC insured accounts as of the report date[174]. Drug Development Risks - The company has invested substantially all efforts and financial resources in the development of its lead drug candidate, tegoprubart, with no products currently having gained regulatory approval[165]. - The company does not expect to generate product revenues for several years, if ever, heavily depending on the successful development and commercialization of drug candidates[165]. - The company faces significant risks and uncertainties in drug development, including potential delays and increased costs due to regulatory requirements and clinical trial challenges[175]. - The company may experience delays in clinical trials due to various factors, including regulatory approvals and recruitment challenges[177]. - The company may incur additional costs or experience delays in completing the formulation and commercialization of its product candidates[175]. - Delays in patient enrollment for clinical trials may lead to increased development costs, potentially causing a decline in the company's value and limiting financing options[180]. - The ongoing conflict in Ukraine and the Middle East may disrupt clinical trial activities in affected regions, impacting the company's plans[184]. Regulatory Challenges - The company has not received marketing approval for any product candidates, which could materially impair revenue generation capabilities[190]. - Regulatory approval processes are expensive and can take several years, with significant risks of delays or refusals based on various factors[190]. - The company is subject to various regulatory changes that could complicate marketing approval and commercialization of its product candidates[197]. - Regulatory authorities may impose extensive post-marketing requirements, which could lead to additional costs and operational challenges[194]. - Regulatory authorities may impose additional restrictions or withdraw approval of products if safety concerns arise post-approval[219]. Market and Competition - The development and commercialization of new drug products is highly competitive, with significant competition from major pharmaceutical and biotechnology companies[221]. - Tegoprubart is expected to face competition from numerous FDA-approved therapeutics for transplant rejection, including PROGRAF, ASTAGRAF XL, and others[223]. - The company anticipates pricing pressures due to the availability of generic products, which may lead to reduced commercial opportunities[226]. - Market acceptance of product candidates is uncertain and depends on various factors, including efficacy, safety, and pricing[215]. - There is significant uncertainty regarding insurance coverage and reimbursement for newly approved products, which could limit marketability and revenue generation[228]. Operational Challenges - The company currently lacks a marketing and sales force, which could hinder the effective commercialization of product candidates if approved[220]. - The company faces challenges in recruiting and retaining qualified personnel, which is critical for achieving development and commercialization objectives[189]. - The company depends on CROs and other third parties for clinical testing and research activities, which may affect the pace of development and commercialization[242]. - Reliance on third-party manufacturers for drug production poses risks related to quality, cost, and supply chain disruptions[234]. - The company may face challenges in establishing agreements with third-party manufacturers on acceptable terms, which could affect production timelines[239]. Intellectual Property and Legal Risks - The patent prosecution process is costly and time-consuming, potentially hindering the ability to secure necessary intellectual property protections[246]. - The company may face significant costs and time associated with lawsuits to protect or enforce its patents or other intellectual property, which could adversely affect its business[253]. - The company’s competitors may infringe its patents, requiring the company to file infringement claims that can be expensive and time-consuming[255]. - The company’s ability to protect its intellectual property rights is uncertain, and changes in patent laws could diminish the value of its patents[249]. - The company may need to license certain intellectual property from third parties, and failure to obtain such licenses on commercially reasonable terms could materially harm its business[256]. - The company may be subject to claims of misappropriation of trade secrets from former employers of its personnel, which could result in substantial costs and loss of valuable intellectual property rights[258]. Compliance and Cybersecurity - The company is subject to various healthcare laws, which could lead to significant civil, criminal, and administrative penalties if found in violation[204]. - Compliance with healthcare laws may involve substantial costs, and non-compliance could result in reputational harm and diminished profits[206]. - The company relies on information systems that are vulnerable to cybersecurity incidents, which could materially disrupt operations and harm financial condition[209]. - Loss of clinical trial data could significantly increase costs and delay regulatory approval efforts[210]. - The company may face substantial fines and penalties for non-compliance with data protection laws, particularly in the European Economic Area under GDPR[213]. Financial Strategy - The company expects its stock price to be volatile, influenced by various factors including uncertainties regarding financial condition and regulatory approvals for product candidates[259]. - The company does not expect to pay any cash dividends in the foreseeable future, focusing instead on retaining earnings to fund business development and growth[266]. - The company has previously identified and remediated a material weakness in its internal control over financial reporting, which could impact the accuracy and timeliness of financial reporting[264]. - Increased governmental and third-party payer efforts to cap healthcare costs may limit coverage and reimbursement for new products, impacting revenue potential[230].

Financial Overview - The company completed its IPO on January 24, 2025, raising total gross proceeds of $60 million from the sale of 6,000,000 units at $10.00 per unit[19]. - A private placement of 234,290 units was also completed on the same date, generating an additional $2,342,900 in gross proceeds[19]. - The total proceeds of $60 million from the IPO and the Private Placement were placed in a Trust Account[96]. - The company reported a net income of $1,285,090 for the year ended December 31, 2025, primarily from interest income of $2,231,602, offset by general and administrative expenses of $946,512[110]. - As of December 31, 2025, the company had $483,756 in cash and a working capital of $179,238, intending to use net proceeds from the IPO for business acquisitions and operational expenses[111]. - The company incurred $110,000 for administrative services in the year ended December 31, 2025[184]. - Audit fees for the year ended December 31, 2025 totaled $134,458, while for the period from January 18, 2024 (inception) through December 31, 2024, they were $115,000[192]. Business Combination Plans - A business combination agreement was entered into on November 9, 2025, with WISeSat.Space Holdings Corp., involving a total exchange consideration of $250 million[27][28]. - The company has until January 22, 2027, to complete the business combination, with the option to extend the deadline up to twelve times by one month each[36]. - The company anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business[44]. - The company has not selected any target business for its initial business combination, focusing initially on Asia[92]. - The company has until March 22, 2026, to complete its initial business combination, extendable to January 22, 2027, with a total of $100,000 in Monthly Extension Fees deposited into the Trust Account[108]. - If the initial business combination is not completed by the deadline, the company will redeem 100% of its public shares for a pro rata portion of the funds in the Trust Account[42]. - The financial statements indicate substantial doubt about the company's ability to continue as a going concern if the business combination is not completed by January 22, 2027[212]. Shareholder and Insider Information - As of the date of the annual report, insiders hold 1,734,290 ordinary shares, representing 21.83% of the total outstanding shares[24]. - The Sponsor holds approximately 37.8% of the company's issued and outstanding shares[66]. - Insiders own 1,734,290 Founder Shares, which may create conflicts of interest regarding target business selection[162]. - Fen "Eric" Zhang holds 1,698,290 Ordinary Shares, representing 37.8% of the total[173]. - The Sponsor transferred 36,000 Founder Shares to independent directors for a nominal cash consideration of $522[176]. Regulatory and Compliance Issues - Future U.S. laws may restrict the company's ability to complete business combinations with certain companies, particularly those based in China[50]. - The PCAOB currently has access to inspect the company's auditor, which is not headquartered in mainland China or Hong Kong[57]. - The PCAOB has determined it can inspect and investigate registered public accounting firms in mainland China and Hong Kong as of December 15, 2022[59]. - The company may face regulatory challenges related to foreign investment in U.S. businesses, which could limit potential acquisition opportunities[67]. Management and Governance - The board of directors consists of four members, with terms divided into two classes, each serving a three-year term[144]. - The audit committee is comprised of independent directors, including Mr. Cameron R. Johnson, Mr. Kevin McKenzie, and Ms. Qian (Hebe) Xu[147]. - The company has appointed Ms. Jie "Janet" Hu as Chief Financial Officer since October 2024, bringing extensive financial expertise[136]. - Dr. Fen "Eric" Zhang has served as Chief Executive Officer and Chairman of the Board since January 2024, with over 20 years of experience in investment banking and fund management[133]. - The audit committee members meet the financial literacy requirements of Nasdaq, with Mr. Colon qualifying as an "audit committee financial expert"[148]. - The audit committee is responsible for reviewing the company's financial statements and recommending their inclusion in the annual report on Form 10-K[149]. - The compensation committee will review and recommend compensation arrangements related to the initial business combination[150]. Operational Status - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans from the sponsor to fund operations[23]. - The company currently has no full-time employees and relies on its executive officers to manage operations until a business combination is completed[71]. - The company has not encountered any cybersecurity incidents since its IPO, indicating a low perceived risk in this area[76]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025[113][114]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[83]. - The company has not established specific minimum qualifications for directors but considers various factors such as integrity and professional reputation[153]. Financial Controls and Audit - The company’s disclosure controls and procedures were evaluated as effective as of December 31, 2025, ensuring compliance with SEC rules[123]. - Management assessed the effectiveness of internal control over financial reporting as of June 30, 2023, and determined it was effective as of December 31, 2025[126]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[128]. - The audit committee was established in January 2025 to pre-approve all auditing and non-audit services performed by the independent auditor[195]. - The Company is not required to have an audit of its internal control over financial reporting, and no opinion is expressed on its effectiveness[214]. - Audits included procedures to assess risks of material misstatement in financial statements due to error or fraud[215]. - The Company has been audited by Marcum Asia CPAs LLP since 2024[216].