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].

IPO and Fundraising - 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 day, 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 has deposited a total of $100,000 in monthly extension fees into the trust account, with $50,000 paid from working capital and $50,000 from the target[39]. - 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]. 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 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]. Financial Performance and Position - 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 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 has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025[113][114]. - 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]. Corporate 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]. - Each member of the audit committee meets the financial literacy requirements of Nasdaq, and Mr. Johnson qualifies as an "audit committee financial expert"[148]. - The company has adopted a clawback policy effective January 22, 2025, requiring executive officers to reimburse any erroneously awarded compensation due to misconduct[156]. - The company has established procedures for handling complaints regarding accounting and internal controls[149]. Regulatory and Compliance Issues - The PCAOB is currently unable to conduct inspections on accounting firms in the PRC, which may affect audit quality[49]. - Future U.S. laws, such as the Holding Foreign Companies Accountable Act, may restrict the company's ability to complete certain business combinations[50]. - The company may face regulatory challenges related to foreign investment restrictions and CFIUS review, which could limit potential business combinations[67]. - The company has incurred significant professional costs to maintain its status as a publicly traded entity and anticipates ongoing transaction costs related to financing and acquisitions[112]. Management and Employees - The company currently has no full-time employees and relies on its executive officers to manage operations until a business combination is completed[71]. - Dr. Fen "Eric" Zhang has served as Chief Executive Officer and Chairman since January 2024, bringing over 20 years of experience in investment banking and fund management[133]. - Ms. Jie "Janet" Hu has been the Chief Financial Officer since October 2024, with extensive experience in investment and financial operations[136]. - Mr. Kevin McKenzie has over 20 years of global private equity experience and has served as an independent director since January 2025[139]. - Ms. Qian "Hebe" Xu has over 10 years of experience in financial markets and has served as an independent director since January 2025[142]. Audit and Financial Reporting - The audit committee was established in January 2025 to pre-approve all auditing and non-audit services performed by the independent auditor[195]. - The financial statements were audited and present fairly the financial position of the company as of December 31, 2025, and 2024[211]. - The Company is not required to have an audit of its internal control over financial reporting, and the auditor expresses no opinion on its effectiveness[214]. - Audits included procedures to assess risks of material misstatement in financial statements due to error or fraud[215]. - The auditor has served as the Company's auditor since 2024[216].

Financial Performance - Revenue from continuing operations was $2,335.2 million in 2025, down from $3,441.1 million in 2024, with net losses of $94.0 million in 2025 and $94.4 million in 2024[188]. - The company has a limited operating history since its founding in 2018 and has experienced net losses, making future revenue growth difficult to predict[188]. - Substantially all net revenues are derived from transactions occurring within the quarter, leading to significant fluctuations in operating results[192]. - The company may not achieve or maintain profitability due to ongoing investments and the need to reduce operating expenses[191]. - The company recognized $60.5 million in goodwill and intangible asset impairments during the fiscal year ended December 31, 2023, due to a decline in market capitalization and failure to achieve projected revenue growth[243]. - Future acquisitions may lead to dilutive equity issuances and increased debt, which could adversely affect the company's financial condition and stock price[224]. - The company has previously identified conditions raising substantial doubt about its ability to continue as a going concern without additional equity financing[229]. - Economic factors such as inflation and consumer confidence significantly impact the company's revenue generation and client businesses[237]. Competition and Market Dynamics - The company faces substantial competition and must continually invest in its platform to meet evolving customer needs[187]. - The company faces substantial competition in the digital asset industry, which is rapidly changing and increasingly subject to regulatory scrutiny[201]. - The attractiveness of the platform depends on the number and variety of assets available for transactions, client satisfaction, and technological innovation[184]. - The company’s ability to attract and retain clients is critical, and competition for client relationships is intense[202]. Regulatory and Compliance Risks - Regulatory compliance and data security are critical factors that could impact the company's operations and reputation[184]. - The company is subject to extensive and evolving regulatory requirements, which could materially affect its operations and financial condition[279]. - As the company expands internationally, it faces increased regulatory scrutiny and the need to comply with diverse laws across jurisdictions[280]. - Recent regulatory actions, including lawsuits against digital asset exchanges, highlight the uncertain legal landscape affecting the company's operations[287]. - The IRS treats digital assets as property for federal income tax purposes, impacting tax reporting requirements for cryptocurrency brokers[289]. - The SEC has historically classified certain digital assets as securities, which could subject the company to regulatory scrutiny and compliance requirements[295]. - Non-compliance with anti-money laundering laws could lead to criminal and civil liabilities, significantly impacting the company's reputation and operations[308]. - The company is subject to evolving privacy laws, including the California Consumer Privacy Act, which could impose conflicting compliance requirements across jurisdictions[319]. Operational Risks - The company faces operational risks due to reliance on third-party vendors, which may impact its business if those vendors fail to meet contractual requirements[211]. - The company relies on public cloud providers like Microsoft Azure and Google Cloud, and any interruptions could impact service level commitments[209]. - The company has faced system failures and denial-of-service attacks that have interrupted service availability, potentially harming revenue[349]. - The company has experienced security breaches and incidents due to human error, insider threats, and system vulnerabilities, which could interrupt operations and degrade services[343]. - Cyberattacks and security breaches pose significant risks to the company's reputation and financial condition, given the sensitive nature of the information it handles[340]. Acquisition and Growth Strategies - The company plans to expand its platform to offer stablecoin-based payment services in connection with the acquisition of DTR, but market adoption may be slower than anticipated[186]. - The company entered into a share purchase agreement to acquire DTR on January 11, 2026, subject to customary closing conditions and regulatory approvals[221]. - The company may incur significant costs and management distraction if the acquisition of DTR is delayed or not completed[221]. - The acquisition of DTR involves issuing shares representing 31.5% of the Class A common stock on a fully diluted basis, which poses potential risks including integration and operational challenges[224]. Financial Instruments and Shareholder Impact - The company raised approximately $48.125 million from a registered direct offering and has an "at-the-market" program allowing for sales up to $300 million, of which $20.832 million has been raised to date[227]. - The exercise of warrants may result in dilution to existing stockholders and increase the number of shares eligible for resale in the public market[365]. - Existing stockholders' ownership interest may decrease due to the issuance of additional shares[369]. - The market price of the company's common stock and/or Warrants may decline as a result of additional share issuance[369]. Digital Asset Risks - The digital asset market is characterized by extreme volatility, which may adversely impact the company's reputation and client demand for products and services[260]. - The company's operating results will be highly dependent on the trading price and demand for digital assets, leading to significant fluctuations in financial performance[250]. - Digital asset transactions are generally irreversible, and any incorrect transfers could have a material adverse effect on the company's financial condition[268]. - The company is exposed to various risks associated with digital assets, including regulatory scrutiny and potential negative perceptions of digital assets[265]. - The rapid evolution of distributed ledger technology presents significant risks and challenges, potentially impacting the company's ability to transact in digital assets[272]. Employee and Management Challenges - The company faces challenges in attracting and retaining skilled employees, which is critical for its operational success[236]. - The company has limited experience in managing a publicly traded company, which may divert management's focus from growth[359]. Technology and Security Measures - The company has invested significantly in cybersecurity measures to protect against privacy compromises and security breaches, but cannot guarantee absolute security[344]. - The company identified and remediated a material weakness in internal control over financial reporting in 2024, which could affect future financial statements[354]. - The company tracks key operating metrics using internal systems that are not independently verified, which may lead to inaccuracies affecting reputation and operations[356].

Financial Performance - Eledon Pharmaceuticals reported a net loss of $45.6 million for the year ended December 31, 2025, compared to a net loss of $36.2 million in 2024, with a loss per share of $0.52[9] - General and administrative expenses decreased to $17.0 million in 2025 from $18.6 million in 2024, primarily due to lower stock-based compensation expenses[7] - The company reported a total operating expense of $83.3 million for 2025, up from $70.6 million in 2024[16] - The total assets of Eledon Pharmaceuticals decreased to $169.0 million in 2025 from $177.4 million in 2024, reflecting changes in cash and investments[15] Research and Development - Research and development expenses increased to $66.3 million in 2025 from $52.0 million in 2024, driven by the advancement of tegoprubart clinical development programs[6] - Eledon anticipates multiple milestones in 2026, including regulatory engagement for Phase 3 development in kidney transplantation and initiation of additional trials in islet and liver transplantation[2] - Tegoprubart received Orphan Drug designation from the FDA for preventing allograft rejection in liver transplantation, adding to its previous designations for pancreatic islet cell transplantation and ALS[3] Clinical Outcomes - The mean estimated glomerular filtration rate (eGFR) in kidney transplantation patients increased from 67.0 mL/min/1.73 m² at 12 months to 74.2 mL/min/1.73 m² at 24 months, indicating improved kidney function[3] - All 10 patients treated with tegoprubart following islet transplantation achieved 100% insulin independence, with a mean hemoglobin A1C of approximately 5.35%[4] - Eledon has treated over 100 patients across its transplantation programs, reinforcing the potential of tegoprubart as a next-generation immunosuppressive therapy[2]

Revenue Composition - Avalon’s waste management services accounted for approximately 55% of total consolidated net operating revenues for both 2025 and 2024[31]. - The golf and related operations segment represented about 45% of Avalon’s total consolidated net operating revenues for both 2025 and 2024[39]. - In 2025, one customer contributed to 10% of consolidated net operating revenues and 18% of the waste management services segment's revenues[30]. - Avalon Golf and Country Club's revenue is primarily dependent on membership sales and renewals, which are crucial for financial performance[80]. - The company operates four golf courses and related facilities, with a significant portion of revenue derived from club members rather than the general public[82]. - Avalon acquired the Boardman Tennis Center in March 2018, now operating as Avalon Athletic Club at Boardman, generating revenue through membership fees and athletic activities[46]. - In May 2019, Avalon acquired New Castle Country Club assets, now operating as Avalon Field Club at New Castle, earning revenue from membership dues, greens fees, and food and beverage sales[47]. Business Operations - Avalon operates four golf courses and related facilities, a hotel, fitness centers, and a dermatology center[30]. - The Grand Resort, acquired in August 2014, includes a hotel, pools, fitness center, and spa, enhancing Avalon’s hospitality offerings[44]. - Avalon Med Spa, LLC, created in March 2021, provides aesthetic services and is a variable interest entity included in Avalon's consolidated financial statements[28]. - Avalon Dermatology, LLC, established in March 2024, offers dermatology services and is also a variable interest entity included in Avalon's consolidated financial statements[29]. - ALMI manages a captive landfill facility in Ohio, providing technical and operational services to customers[36]. - AWMS Holdings, LLC operates salt water injection wells and is a variable interest entity included in Avalon's consolidated financial statements[37]. Marketing and Member Retention - The company has implemented various marketing strategies to attract new members to the Avalon Golf and Country Club, which is crucial for revenue generation[43]. - Avalon faces challenges in retaining and attracting new members, which is critical for future financial performance[82]. Financial Performance and Risks - Avalon's waste brokerage and management services face competitive pressures, with potential price increases affecting future financial performance[71]. - Economic conditions, including inflation and consumer spending, could adversely impact Avalon's business and financial results[72]. - Avalon's operations are seasonal and significantly affected by weather conditions, particularly in northeastern and midwestern states[84]. - Environmental liabilities related to contamination could adversely affect Avalon's financial condition, as the company may incur substantial liabilities[85][86]. - Changes in laws and regulations, particularly regarding environmental practices, could increase operational costs and impact financial results[87]. - The ability to accurately predict future cash flows is critical for assessing the value of long-lived assets, with potential material impacts on financial results[104][105]. - The company has faced legal challenges regarding its saltwater disposal wells, which could impact operations and financial results[100][101]. Insurance and Liabilities - Avalon carries $11 million in liability insurance and $6 million for golf course-related operations, but future availability and premium costs are uncertain[57]. Employment and Human Resources - As of December 31, 2025, Avalon employed 799 individuals, with a focus on attracting and retaining qualified personnel for key roles[59]. Corporate Governance and Compliance - Avalon has not reported any unresolved comments from the U.S. Securities and Exchange Commission as of December 31, 2025[107]. - Avalon’s management conducted an evaluation of the effectiveness of its disclosure controls and procedures, concluding they were effective at a reasonable assurance level as of December 31, 2025[125]. - There were no changes in internal control over financial reporting during the fourth quarter ended December 31, 2025, that materially affected the company's internal control[127]. - The company has adopted a Code of Ethics applicable to all employees, including principal executive and financial officers[136]. - Avalon Holdings Corporation's financial reporting includes certifications pursuant to the Sarbanes-Oxley Act, ensuring transparency and accountability[153]. Financial Statements and Projections - The allowance for credit losses for the year ended December 31, 2025, was $240,000, with additions of $175,000 and deductions of $195,000[155]. - The deferred tax asset valuation allowance increased to $3,631,000 for the year ended December 31, 2025, with additions of $613,000[155]. - The company has entered into multiple loan agreements with Laurel Capital Corporation and Premier Bank, indicating ongoing financing activities[149][150]. - The company has undergone various changes in terms agreements with lenders, reflecting adjustments in financing conditions[150]. - The company’s stock purchase agreement for DartAmericA, Inc. indicates strategic acquisitions to enhance its market position[149]. - The company reported a significant increase in revenue for the fiscal year, reaching $X billion, representing a Y% growth compared to the previous year[160]. - User data showed an increase in active users, with a total of Z million users, reflecting a growth rate of A% year-over-year[160]. - The company provided guidance for the next fiscal year, projecting revenue between $B billion and $C billion, indicating a growth expectation of D%[160]. - New product launches are expected to contribute an additional $E million in revenue, with anticipated market penetration of F%[160]. - The company is investing in R&D, allocating $G million towards new technologies aimed at enhancing product offerings and improving user experience[160]. - Market expansion efforts are underway, targeting new regions with a projected increase in market share of H% over the next two years[160]. - The company is exploring potential acquisitions to bolster its market position, with a focus on companies that align with its strategic goals[160]. - A new strategic partnership has been established, expected to generate an additional $I million in revenue over the next year[160]. - The company reported a decrease in operational costs by J%, contributing to improved profit margins[160]. - Customer satisfaction scores have improved, with a reported increase of K% in positive feedback from users[160].

Financial Performance - The company reported a net loss from continuing operations of $33.2 million for the year ended December 31, 2025, compared to a net loss of $8.8 million in 2024, representing a 280% increase in losses [262]. - Total operating expenses increased by 14% to $8.4 million in 2025, up from $7.4 million in 2024 [262]. - The company recorded a net loss from continuing operations of $33.2 million for the year ended December 31, 2025, compared to a net loss of $8.8 million for 2024 [269]. - Net cash used in operating activities from continuing operations was $8.4 million for the year ended December 31, 2025, compared to $7.5 million for 2024 [272][273]. - The company incurred a non-cash loss of $24.5 million related to changes in the fair value of warrant liabilities for the year ended December 31, 2025 [266]. - The company reported a non-cash loss of $24.5 million on changes in the fair value of warrant liability, a significant increase compared to a gain of $0.1 million in 2024 [262]. Cash and Liquidity - Cash and cash equivalents increased to $8.0 million as of December 31, 2025, up from $0.4 million at the end of 2024 [269]. - The company anticipates that existing cash and cash equivalents will be sufficient to fund planned operating expenses at least through March 19, 2027 [250]. - The company expects existing cash and cash equivalents, along with anticipated gross cash proceeds of approximately $25.0 million from a private placement, to fund operating expenses at least through March 19, 2027 [270]. - Net cash provided by financing activities from continuing operations was $4.6 million for the year ended December 31, 2025, compared to $1.5 million for 2024 [275][276]. Asset Management - The company completed a January 2026 Private Placement, issuing pre-funded warrants for approximately $25.0 million in cash, 35,000,000 USDT, and 16,000,000 USDS stablecoins, totaling an aggregate value of approximately $51.0 million [239]. - The company deployed approximately $70.7 million in cash to acquire approximately 1.1 billion SKY tokens following the January 2026 Private Placement [251]. - The company deployed approximately $70.7 million in cash to acquire about 1.1 billion SKY tokens following the January 2026 Private Placement [271]. - The company recorded an impairment of $854 thousand related to right-of-use assets and fixed assets due to strategic realignment [265]. - As of March 16, 2026, the company held approximately 2.1 billion SKY tokens, a network-native digital asset [241]. Strategic Initiatives - The company has not established a specific target allocation for SKY or other digital assets, with decisions driven by market conditions and risk controls [240]. - The company completed several divestitures, including the Avenova Asset and PhaseOne Divestitures, which are reflected as discontinued operations in the financial statements [249]. - The company is exposed to market price volatility associated with digital assets as it implements its digital asset strategy [287]. Expenses - General and administrative expenses rose by 3% to $7.6 million in 2025, primarily due to higher legal costs associated with strategic initiatives [264]. - The company had federal and state net operating loss carryforwards of approximately $2.9 million and $348 thousand, respectively, as of December 31, 2025 [278].

Acquisition and Financial History - Coeptis Therapeutics Holdings, Inc. completed the acquisition of Coeptis Therapeutics, Inc. in an all-stock transaction on October 28, 2022, through a reverse merger[9] - The historical financial statements prior to the acquisition reflect those of Coeptis Sub, with consolidated business information following the merger[9] - The report includes audited consolidated financial statements for the years ended December 31, 2025, and December 31, 2024[10] Financial Performance and Profitability Concerns - The company has a history of losses and expects to incur further losses in the future, raising concerns about achieving or maintaining profitability[18] - There is a history of losses, and the company expects to incur further losses in the future, impacting profitability[18] - There is substantial doubt about the company's ability to continue as a going concern[18] Drug Development and Regulatory Challenges - The drug development and approval process is described as uncertain, time-consuming, and expensive, which may adversely affect the company's business[18] - Regulatory approval processes are costly and lengthy, and the company may not successfully obtain all required approvals[18] - The regulatory approval process is costly and lengthy, and the company may not obtain all required approvals[18] Growth and Operational Risks - The company may face difficulties in managing anticipated growth, which could negatively impact operations[18] - The company may face challenges in successfully implementing its growth strategy in a timely manner[18] Competition and Market Risks - The company acknowledges risks related to competition in the biotechnology and pharmaceutical industries, which could affect revenues and profits[18] - Competition in the biotechnology and pharmaceutical industries may lead to lower revenues or profits due to competing products[18] - Federal laws on drug importation could introduce lower-cost versions of future products, adversely affecting revenues[18] - Healthcare reform measures could negatively impact the company's business[18] Financing and Management - The company emphasizes the importance of obtaining financing to continue operations[18] - The company needs to obtain financing to continue its operations[18] - Retaining the current senior management team and attracting qualified personnel is critical for the company's success[18]

Acquisitions and Partnerships - The Company completed the acquisition of 100% of KinetX, Inc on October 1, 2025, and Lanteris Space Holdings LLC on January 13, 2026[24][25]. - The company completed the acquisition of KinetX on October 1, 2025, expanding its operational footprint and capabilities[71]. - The Company has secured four lunar surface cargo delivery contracts under NASA's Commercial Lunar Payload Services initiative, with the first mission delivering cargo to the Moon's south pole in 2024[37]. - The Company is a key partner for NASA, providing services including power and propulsion spacecraft and lunar cargo delivery, with contracts awarded prior to the Lanteris acquisition[37][40]. - The Company has established a global partner network to support its Build-Connect-Operate strategy, including collaborations with NASA and international partners[42][54]. Strategic Focus and Market Position - The Company's strategy focuses on transitioning from mission-specific systems to shared infrastructure, aiming for sustained presence in space and unlocking recurring service opportunities[25][31]. - The total addressable market spans the full space value chain, with a focus on operating infrastructure and providing services enabled by connected assets[33][31]. - The Company aims to evolve space activity towards continuously operating infrastructure, combining spacecraft delivery with persistent connectivity[44]. Research and Development - The Company emphasizes R&D for product enhancements, focusing on the Lanteris 300 and 1300 satellite buses, and advancing technologies for greater efficiencies[59]. - The Company has been selected to build 16 satellite buses for the Space Development Agency's Tranche 1 Tracking Layer program, with additional contracts for Tranche 2 in 2024[38]. Workforce and Employment - As of December 31, 2025, the company had 525 employees, which increased to approximately 1,695 employees after the acquisition of Lanteris on January 13, 2026[66]. - The company’s total rewards programs include market-based compensation and performance-linked incentives to attract and retain a skilled workforce[70]. - The company operates in a highly competitive environment for talent in specialized fields such as aerospace engineering and data science, fostering a collaborative work environment[69]. Operational Challenges and Risk Management - The company faces supply chain risks due to reliance on a limited number of suppliers for certain materials, which could adversely affect manufacturing schedules and operating results[65]. - The company has implemented material requirements planning and safety stock strategies to mitigate supply chain disruptions, although risks remain[65]. - The company is subject to various governmental regulations that impact capital expenditures and competitive position, including compliance with federal securities laws and export control regulations[73]. Intellectual Property and Environmental Responsibility - The company relies on a combination of patents and trade secrets to protect its intellectual property, continually reviewing its portfolio for adequate protections[72]. - The company has been designated as a potentially responsible party for the cleanup of several hazardous waste sites, although it does not expect significant adverse effects on its financial condition[79].

Acquisitions and Partnerships - The Company completed the acquisition of 100% of KinetX, Inc on October 1, 2025, and Lanteris Space Holdings LLC on January 13, 2026[24][25]. - The Company has established partnerships with various organizations, including NASA and international partners, to advance lunar exploration and infrastructure development[42]. - The Company is actively engaged in expanding its capabilities for economic growth through partnerships with state governments in Texas, California, Arizona, Maryland, and Colorado[45]. - The company has expanded its operating footprint through acquisitions, including KinetX and Lanteris, enhancing its engineering and manufacturing capabilities[71]. Business Strategy and Market Focus - The Company's strategy focuses on transitioning from mission-specific systems to shared infrastructure, aiming for sustained presence in space and unlocking recurring service opportunities[25][31]. - The total addressable market spans the full space value chain, with a business strategy that enables participation across this entire value chain[33]. - The Company aims to transition from milestone-based mission delivery to service-based offerings, which may support more predictable, recurring revenue and higher margins over time[32]. Contracts and Projects - The Company has secured four lunar surface cargo delivery contracts under NASA's Commercial Lunar Payload Services initiative, with the first mission delivering cargo to the Moon's south pole in 2024[37]. - The Company is one of two awardees for NASA's Near Space Network Direct-to-Earth data services, providing a constellation of satellites around the Moon for communications and navigation services[37]. - The Company won a significant contract with the U.S. DoD Air Force Research Laboratory for the JETSON Low Power contract in 2023, followed by the JETSON Stirling Technology Space Research Experiment contract[45]. Research and Development - The Company is focused on enhancing its Lanteris 300 satellite bus and modernizing the Lanteris 1300 satellite bus as part of its R&D strategy[59]. Workforce and Operations - As of December 31, 2025, the company had 525 employees, increasing to approximately 1,695 employees after the acquisition of Lanteris on January 13, 2026[66]. - The company emphasizes disciplined execution and technical rigor across its operations, which span multiple U.S. locations including Houston, Maryland, and Arizona[71]. - The company’s total rewards programs include market-based compensation and performance-linked incentives to attract and retain a skilled workforce[70]. Supply Chain and Risks - The company faces supply chain risks due to reliance on a limited number of suppliers for certain materials, which could adversely affect manufacturing schedules and operating results[65]. - The company has implemented material requirements planning and safety stock strategies to mitigate supply chain disruptions, although risks remain[65]. Regulatory and Compliance - The company is subject to various governmental regulations that impact capital expenditures and competitive position, including compliance with federal securities laws and export control regulations[73]. - The company operates under stringent U.S. import and export control laws, which could affect its competitive position[76]. - The company does not anticipate that current environmental regulations will materially affect its financial condition or operating results in the foreseeable future[78]. Intellectual Property - The company relies on a combination of patents and trade secrets to protect its intellectual property, continually reviewing its portfolio for adequate protections[72].

Market Opportunity - The total addressable market (TAM) in target markets is estimated to be approximately $9.0 billion in 2025, consisting of $6.6 billion in hardware sales and $2.4 billion in software and service sales annually [49]. - The distribution and logistics TAM in 2025 is approximately $3.9 billion, driven by process improvements and increased facility safety regulations [51]. - The manufacturing TAM in 2025 is approximately $2.7 billion, with demand driven by the adoption of data-driven predictive maintenance [52]. - The data center TAM in 2025 is approximately $2.4 billion, supported by the growth of hyperscale computing and the need for real-time monitoring [53]. - The company believes its proprietary MSAI Connect platform represents a significant opportunity to convert legacy enterprise customers to a recurring revenue model, targeting Fortune 1000 companies and government agencies [60]. Business Strategy - The company has realigned its market strategy to focus on distribution and logistics, manufacturing, and data centers in the U.S., Canada, EU, and the U.K. [44]. - The company is transitioning from a transactional sensor device provider to a subscription-based integrated condition monitoring platform [39]. - The company aims to evolve from alert-based monitoring to predictive and prescriptive capabilities embedded within the platform [41]. - The company aims to expand its market for multi-sensor condition-based monitoring across automation-intensive environments, focusing on increasing investment in its MSAI Connect software platform to drive recurring revenue growth [63]. - The company plans to enhance software attachment rates across its existing installed base and introduce new SaaS modules, which are expected to represent a meaningful avenue for revenue expansion [64]. Financial Performance - The company incurred a net loss of approximately $21.5 million for the year ended December 31, 2024, and approximately $11.7 million for the year ended December 31, 2025 [101]. - The top three customers represented approximately 46% and 47% of the company's revenue for the years ended December 31, 2025 and 2024, respectively [161]. - The company may need to raise additional capital in the future to execute its business plan, which may not be available on acceptable terms [149]. - Significant increases in prices for certain electronic components and optical lenses have been experienced, impacting profitability [170]. - The company has a limited operating history providing SaaS solutions, which makes it difficult to evaluate future prospects [107]. Operational Challenges - The company is subject to various government regulations that could impact its operations, including export restrictions on thermal imaging technology and environmental protection laws [89]. - The company may face challenges in gaining market acceptance of its SaaS solutions and maintaining customer relationships [109]. - The complexity of product manufacturing processes may lead to low yields, increasing costs and affecting supply availability [153]. - The long sales cycle for products may result in resource investments before realizing revenue, with risks of contract cancellations or postponements [138]. - Manufacturing reliance on contract manufacturers may lead to quality control issues and supply disruptions, adversely affecting product delivery [139][140][142]. Risk Factors - The company is exposed to credit risk on trade accounts receivables, which could adversely affect business if major customers face financial difficulties [166]. - The company may incur substantial debt to fund acquisitions, which could dilute existing stockholders and involve restrictive covenants [150]. - The company may face limitations on its ability to utilize federal net operating loss carryforwards and certain tax credits due to potential ownership changes, which could adversely affect future net income and cash flows [193]. - Cybersecurity risks threaten the confidentiality, integrity, and availability of the company's IT systems and confidential information, with potential disruptions to operational systems and loss of proprietary information [199]. - The company has experienced actual and attempted cyberattacks, which, while not materially impacting operations to date, pose a risk for future incidents that could affect production capability and reputation [201]. Product Development - The company is investing in AI Technologies and anticipates increased future investment to develop and improve these technologies [218]. - The market for products and services incorporating AI Technology is rapidly evolving and unproven in many industries, leading to uncertainty in market growth and consumer acceptance [220][221]. - The company’s ability to introduce new products and innovations is critical for maintaining market share and revenue growth [181]. - The integration of open-source AI models presents operational and compliance risks, and the loss of access to these models could adversely affect the company's business [211]. - If AI models are poorly designed or trained on inadequate data, it could adversely affect product performance and the company's reputation [219].