Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number 001-33038 Alaunos Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organ ...

Financing and Securities - The company issued senior secured convertible notes with an aggregate original principal amount of $6.9 million on June 27, 2025, August 19, 2025, and October 8, 2025[192]. - The company may issue additional shares of Common Stock or Preferred Stock under its 2023 equity incentive plan, which could significantly dilute the equity interests of existing investors[188]. - The company has outstanding warrants, including public warrants from its initial public offering, which may never be in the money and could expire worthless[198]. - The company has the ability to redeem outstanding Public Warrants at a price of $0.01 per warrant if the Class A Common Stock price exceeds $18.00 per share for a specified period[203]. - The exercise of Warrants is highly dependent on the price of Class A Common Stock, and there is no assurance that they will be in the money prior to expiration[199]. Financial Reporting and Compliance - The company may be required to change its accounting policies or restate its financial statements due to new or amended financial reporting standards, which could adversely affect its reputation and financial position[187]. - The exclusive forum clause in the Warrant Agreement may limit investors' rights to bring legal action, potentially affecting the company's business and financial condition[194]. Market Risks - The company may face adverse market pressures from the resale of a substantial number of shares of Class A Common Stock, which could reduce its market price[190]. - Holders of convertible promissory notes have rights upon an event of default that could harm the company's financial condition and operations[191]. - The company may need to curtail or cease operations if holders of convertible notes exercise their rights upon an event of default[193].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39826 Banzai International, Inc. (Exact name of Registrant as specified in its Charter) Delaware 85-3118980 (State or other jurisdict ...

Financial Performance - Total revenue for Q4 2025 was $0.4 million, a 100% increase from $0.2 million in Q4 2024[5] - Annual revenue for 2025 was $2.0 million, up from $0.9 million in 2024, representing a 122% increase[5] - For the three months ended December 31, 2025, total revenues were $405,951, compared to $199,749 for the same period in 2024, representing a 103.5% increase[32] Net Loss - Net loss for Q4 2025 was $4.0 million, or $0.28 per share, compared to a loss of $4.6 million, or $0.42 per share in Q4 2024[11][12] - Annual net loss for 2025 was $17.9 million, or $1.38 per share, compared to a loss of $14.3 million, or $1.40 per share in 2024[11][12] - The net loss for the twelve months ended December 31, 2025, was $17,932,880, compared to a net loss of $14,277,994 for 2024, indicating a 25.5% increase in losses year-over-year[32] Adjusted EBITDA - Adjusted EBITDA loss for Q4 2025 was $3.0 million, an improvement from a loss of $4.1 million in Q4 2024[13] - Adjusted EBITDA for continuing operations for the twelve months ended December 31, 2025, was $(14,364,817), compared to $(11,878,801) for 2024, reflecting a 20.9% increase in adjusted losses[28] Operating Expenses - Total operating expenses for the twelve months ended December 31, 2025, were $20,194,180, compared to $15,570,776 for 2024, marking a 29.5% increase[32] - The Company incurred stock-based compensation of $3,440,357 for the year ended December 31, 2025, compared to $2,612,164 in 2024, a rise of 31.6%[37] Cash and Assets - Cash and cash equivalents decreased to $4,608,073 as of December 31, 2025, down from $8,471,561 at the end of 2024, a decline of 45.6%[35] - The Company’s total assets decreased to $9,981,930 as of December 31, 2025, from $14,471,377 in 2024, a decline of 30.5%[35] - The Company reported a net cash outflow from operating activities of $(14,991,491) for the year ended December 31, 2025, compared to $(11,623,019) for 2024, indicating a 28.8% increase in cash burn[37] Booked Annual Recurring Revenue (bARR) - The gross Booked Annual Recurring Revenue (bARR) for Q4 2025 was $0.1 million, down from $7.1 million in Q4 2024[15] - The net amount of bARR for 2025 was a negative $6.3 million, compared to a positive $7.4 million in 2024[16] - The Company reported a Booked Annual Recurring Revenue (bARR) that is expected to grow based on contracted orders, with a focus on Committed Annual Recurring Revenue (cARR) and Usage Above Commitments (UAC) as key metrics for future revenue trends[28] Partnerships and Agreements - The company signed a full production agreement with a top-20 global retailer, leading to a 472% increase in user enrollment for biometric accounts[9] - The company expanded its partnership with NESIC, integrating biometric identity verification into NESIC's platform for enterprise onboarding[9] Remaining Performance Obligation (RPO) - Remaining Performance Obligation (RPO) as of December 31, 2025, was $2.2 million, significantly down from $14.3 million as of December 31, 2024[14] Shares Outstanding - The weighted average shares outstanding increased to 14,398,069 for the three months ended December 31, 2025, compared to 10,920,872 for the same period in 2024, an increase of 31.5%[32]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41593 ISRAEL ACQUISITIONS CORP (Exact name of registration as specified in its charter) | Cayman Islands | | 87-3587394 | | --- | --- | --- | | (State or other ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41593 ISRAEL ACQUISITIONS CORP (Exact ...

Revenue and Financial Performance - Revenue for the year ended December 31, 2025, was $215,037, a decrease of $230,408 or 52% compared to $445,445 in 2024[249] - The company reported a net loss of $(20,975,052) for 2025, an increase of $8,540,938 or 69% compared to $(12,434,114) in 2024[249] - Net loss increased to $20,975,052 in 2025, up approximately 69% from $12,434,114 in 2024, attributed to increased expenses and decreased revenue from contract delays[257] Costs and Expenses - Cost of revenues increased to $2,566,421 in 2025, up approximately $1,208,000 or 89% from $1,358,152 in 2024[252] - Gross deficit for 2025 was $(2,351,384), representing an increase of $1,438,677 or 158% compared to $(912,707) in 2024[249] - Research and development expenses rose to $2,524,519 in 2025, an increase of approximately $381,000 or 18% from $2,143,471 in 2024[253] - Compensation and related expenses increased to $8,262,188 in 2025, up approximately 75% from $4,731,553 in 2024, primarily due to a $1,823,000 increase in stock-based compensation and a $1,708,000 rise in payroll expenses[254] - General and administrative expenses rose to $5,207,949 in 2025, an increase of approximately 87% from $2,784,522 in 2024, driven by higher depreciation, investor relations, travel expenses, and stock-based compensation[255] Cash Flow and Working Capital - Cash used in operating activities was $14,326,205 in 2025, an increase of approximately 35% from $10,589,735 in 2024, primarily due to the increased net loss[275] - Cash on hand decreased to $3,198,682 as of December 31, 2025, a decline of 70% from $10,651,644 in 2024[275] - Cash used in investing activities was $1,898,212 in 2025, an increase of approximately 190% from $653,544 in 2024, mainly due to higher property and equipment purchases[276] - Cash provided by financing activities was $8,771,455 in 2025, down approximately 23% from $11,449,519 in 2024, reflecting less capital raised compared to the previous year[277] - As of December 31, 2025, working capital decreased to $1,669,083 from $11,760,131 in 2024, primarily due to reduced cash balances[268] Contracts and Future Outlook - The company incurred costs in excess of billings of approximately $1.9 million related to the OC San contract due to delays in equipment delivery[239] - The company generated approximately $1,331,000 in revenue from two full-scale demonstrations and a mobile bench-scale demonstration during 2025[251] - The company has secured additional contracts for Waste Destruction Services and made technological advances to meet customer demands as of 2026[247] - The company expects to scale AirSCWO systems to handle larger capacities and expand Waste Destruction Services hubs in 2026[248] - The company has established a Waste Destruction Services hub at the City of Orlando's Iron Bridge Water Reclamation Facility[245] Market Value and Financing - The aggregate market value of the company's outstanding common stock held by non-affiliates was approximately $39,144,000 as of March 25, 2026[266] - The company issued convertible notes in March 2026, raising $800,000 with a 10% interest rate and a conversion rate of $5.00 per share[259]

Financial Proceeds and Structure - The company completed its initial public offering on May 27, 2025, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[22]. - An additional $6.6 million was generated from the sale of 660,000 private placement units at the same price, bringing total gross proceeds to $236.6 million[22]. - The funds available for a business combination initially amount to $220.8 million, assuming no redemptions and after payment of up to $9.2 million in deferred underwriting fees[35]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial business combination, potentially exceeding the net proceeds from its initial public offering[39]. - The anticipated cash consideration for the initial business combination may impose a minimum cash requirement for working capital or other corporate purposes[52]. - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price initially anticipated to be $10.00, based on the amount in the trust account[51]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but actual amounts may be less due to creditor claims[71]. - The company will redeem all public shares at a price equal to the aggregate amount in the trust account if the initial business combination fails, which is initially anticipated to be $10.00 per share[79]. - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and shareholder value[170]. - The company may only complete one business combination with the proceeds from the initial public offering and private placement units, leading to a lack of diversification[171]. Business Combination Strategy - The management team aims to focus on target businesses in the technology, media, and telecommunications (TMT) sectors, leveraging their operational and investment expertise[38]. - The company has not yet selected a specific target business for its initial business combination, maintaining flexibility in its search[38]. - The acquisition process will involve a thorough due diligence review, including meetings with management, document reviews, and financial assessments[25]. - The company plans to focus its search for an initial business combination in a single industry, which may expose it to risks associated with a lack of diversification[44]. - The company has identified general criteria for evaluating prospective target businesses, but may enter into combinations with targets that do not meet these criteria, potentially affecting success[155]. - The company is not required to obtain an independent valuation opinion for the target business, relying instead on the judgment of its board of directors[156]. - The company may engage in business combinations with entities affiliated with its sponsor or directors, which could raise potential conflicts of interest[165]. - The company has not selected a specific business combination target but intends to target businesses with enterprise values greater than the net proceeds from its initial public offering and private placement units[181]. Shareholder Rights and Redemption - Public shareholders will be restricted from seeking redemption rights for more than 20% of the shares sold in the initial public offering without prior consent, aimed at preventing large block accumulations[65]. - The company will provide redemption rights to public shareholders regardless of their voting decision on the initial business combination[51]. - The decision to seek shareholder approval for the business combination will be made at the company's discretion based on various factors, including timing and costs[50]. - If the initial business combination is not completed, public shareholders may only receive their pro rata portion of the funds in the trust account, and Share Rights may expire worthless[164]. - If too many public shareholders exercise their redemption rights, the company may not meet cash requirements for business combinations, making it difficult to proceed[99]. - The company is obligated to offer public shareholders the right to redeem their shares for cash at the time of the initial business combination, which may reduce available resources for the acquisition[120]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations[31][33]. - The SEC adopted new SPAC Rules on January 24, 2024, requiring additional disclosures related to business combination transactions and potential conflicts of interest[132]. - Compliance with the SPAC Rules may increase costs and time needed to negotiate and complete an initial business combination[134]. - The company must ensure that it is primarily engaged in a business other than investing to avoid being classified as an investment company[136]. - The company may face additional regulatory burdens if deemed subject to the Investment Company Act, which could hinder its ability to complete a business combination[140]. - Regulatory review and approval requirements, such as those from CFIUS, may delay or prohibit the completion of the initial business combination[187]. Operational Risks and Management - The company is a blank check company with no operating history and no revenues, which poses a high degree of investment risk[93]. - The management team has extensive experience in identifying and executing strategic investments globally across various sectors[152]. - The company is dependent on a small group of individuals, particularly its officers and directors, for its operations[217]. - The success of the company relies on the continued service of its officers and directors until the completion of its initial business combination[217]. - There are no employment agreements or key-man insurance for any of the directors or officers, increasing operational risk[217]. - The unexpected loss of any director or officer could have a detrimental effect on the company[217]. - Officers and directors are not required to commit a specified amount of time to the company's affairs, leading to potential conflicts of interest[217]. Market and Competitive Landscape - The competitive landscape for special purpose acquisition companies (SPACs) may impact the availability and terms of attractive acquisition opportunities[27]. - The company faces competition from other entities, including special purpose acquisition companies and private equity groups, which may limit its ability to acquire larger target businesses due to available financial resources[80]. - The company may face challenges in finding a suitable target business due to general market conditions and competition from other entities with similar business objectives[119]. - The competition for attractive targets may increase, potentially raising the costs of initial business combinations and complicating the process[192]. Financial and Economic Considerations - The company may face adverse tax consequences if deemed a passive foreign investment company (PFIC) under U.S. federal income tax laws[94]. - Military conflicts and geopolitical conditions may adversely affect the company's search for business combinations and the operations of potential targets[94]. - Economic and political conditions in the country of operations may significantly impact business prospects and profitability[216]. - Exchange rate fluctuations could adversely affect the financial condition and attractiveness of target businesses[215]. - The company may face significant write-downs or write-offs post-business combination, potentially impacting financial condition and securities value[196]. - Tax obligations may become more complex and burdensome post-business combination, potentially impacting shareholder returns[203]. Trust Account and Financial Management - The trust account will initially hold funds in U.S. government treasury obligations with a maturity of 185 days or less, or in money market funds that meet specific conditions under Rule 2a-7 of the Investment Company Act[138]. - The company may liquidate investments in the trust account to mitigate the risk of being classified as an investment company, which could result in lower interest earnings[141]. - If the trust account proceeds are reduced below $10.00 per public share due to creditor claims, the company cannot assure that it will be able to return that amount to shareholders[73]. - The company believes its working capital will be sufficient to operate for the duration of the completion window, but cannot assure the accuracy of this estimate[122].

Financial Overview - The company completed its initial public offering on May 27, 2025, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[22]. - An additional $6.6 million was generated from the sale of 660,000 private placement units at the same price, bringing total gross proceeds to $236.6 million[22]. - The funds available for a business combination amount to $220.8 million, assuming no redemptions and after payment of up to $9.2 million in deferred underwriting fees[35]. - The company has not generated any revenues to date and does not expect to do so until the completion of its initial business combination[21]. Management and Strategy - The management team aims to focus on target businesses in the technology, media, and telecommunications (TMT) sectors, leveraging their operational and investment expertise[38]. - The company plans to utilize its management team's extensive networks to enhance brand value and product adoption for target businesses[24]. - The management team has a track record of significant growth, having previously led TIBCO to over $1 billion in annual revenue and completed approximately 30 M&A transactions[24]. - The company has not yet selected a specific target business but intends to focus on those with strong fundamentals and potential for digital transformation[38]. Acquisition Process - The acquisition process will involve a thorough due diligence review, including meetings with management, document reviews, and financial assessments[25]. - Target business candidates are expected to be sourced from various unaffiliated sources, including investment bankers and private investment funds, enhancing deal flow opportunities[40]. - The company may seek additional funds through a private offering of debt or equity securities to complete its initial business combination, potentially exceeding the cash available in the trust account[39]. - The company may pay finder's fees or advisory fees to sponsors or management for services rendered in connection with the initial business combination, which will be paid from working capital[41]. Shareholder Rights and Redemption - Shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price initially anticipated to be $10.00, based on the trust account balance[51]. - The company will provide redemption rights to public shareholders regardless of their voting stance on the initial business combination[55]. - If a shareholder vote is not required, the company will conduct redemptions in conjunction with a proxy solicitation under SEC regulations[59]. - The company intends to require public shareholders seeking redemption to submit a written request for redemption two business days prior to the scheduled vote[63]. Risks and Challenges - The company is a blank check company with no operating history and no revenues, which poses a high degree of investment risk[93]. - The company may face competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[80]. - The company may not be able to generate sufficient value from its initial business combination to overcome the dilutive impact of various factors, risking net losses for investors[101]. - The company may face significant competition from other entities for business combination opportunities, which could hinder its ability to complete a transaction[119]. Regulatory and Compliance - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[83]. - The SEC adopted new SPAC Rules on January 24, 2024, requiring additional disclosures related to business combination transactions and potential conflicts of interest[132]. - Compliance with the SPAC Rules may increase costs and time needed to negotiate and complete an initial business combination[134]. - The company must ensure that it is primarily engaged in a business other than investing to avoid being classified as an investment company[136]. Financial Projections and Obligations - The company may require a minimum cash amount for various purposes related to the initial business combination, which could necessitate raising additional funds[52]. - If the initial business combination is not completed by May 27, 2027, the company will redeem public shares at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares, which is expected to be approximately $10.00[67][71]. - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and shareholder value[170]. - The company may need to raise additional third-party financing, which could involve dilutive equity issuances or higher debt levels[101]. Operational Risks - The company may not maintain control of the target business, which could hinder profitable operations[198]. - Limited ability to assess management capabilities of the target business may lead to operational challenges post-combination[200]. - Loss of key personnel from the acquisition candidate could negatively affect operations and profitability post-combination[197]. - The company may pursue complex business combinations requiring significant operational improvements, which could delay desired results[201]. Shareholder Influence - Initial shareholders own 25% of the issued and outstanding ordinary shares, which may influence the outcome of shareholder votes on business combinations[97]. - The board of directors is controlled by the sponsor until the consummation of the initial business combination, limiting shareholder influence[182]. - If the company seeks shareholder approval for the initial business combination, shareholders holding over 20% of Class A ordinary shares may lose the ability to redeem shares exceeding that threshold without prior consent[118]. Market and Economic Conditions - Ongoing geopolitical conflicts, such as the Russia-Ukraine conflict, may adversely affect the company's search for an initial business combination and market conditions[145]. - Economic and political conditions in the country of operations may significantly impact business prospects and profitability[216]. - Exchange rate fluctuations could adversely affect the financial condition and attractiveness of target businesses[215].

Business Transformation and Strategy - The company is undergoing a strategic transformation from Bitcoin Mining to HPC Infrastructure, which may not be successful [39] - The company has a limited operating history and a history of operating losses, making it difficult to evaluate its business and prospects [39] - The rapidly evolving regulatory landscape surrounding HPC, AI, and Bitcoin Mining may negatively impact the company's expansion efforts [43] Financial Risks and Performance - The high volatility of Bitcoin prices has significantly affected the profitability of the company's operations [43] - The company anticipates that future capital needs may not be met on acceptable terms, posing a risk to its operations [43] - The company has no current intention of paying cash dividends on its common shares [43] - The market price of the company's common shares has fluctuated significantly and may continue to do so [43] Supply Chain and Customer Dependence - The company relies on a limited number of third-party suppliers and manufacturers, exposing it to supply chain disruptions and trade risks [39] - The company is dependent on significant customers for its HPC data centers, with risks of customer default or late payments [43] Competition - The company faces intense competition from other Bitcoin Mining companies and established HPC data center operators [39]