Revenue and Financial Performance - Agenus recognized approximately $4.2 million in pre-commercial product revenue for the year ended December 31, 2025, from sales of BOT+BAL through early access pathways [462]. - Non-cash royalty revenue related to the sale of future royalties increased by $7.6 million to approximately $108.6 million for the year ended December 31, 2025, due to increased net sales of GSK's vaccines containing the QS-21 adjuvant [463]. - The accumulated deficit as of December 31, 2025, was $2.18 billion, indicating significant losses since inception [460]. - The company has raised approximately $2.05 billion through various financing methods since inception, including common and preferred stock sales and royalty monetization transactions [481]. - Future cash requirements are estimated at $687.0 million for ongoing clinical trials and regulatory efforts, with $628.0 million already expensed as R&D costs [488]. - Net cash used in operating activities was $77.2 million for the year ended December 31, 2025, a decrease from $158.3 million in 2024, highlighting the company's ongoing cash flow challenges [490]. - Cash and cash equivalents decreased to $3.0 million as of December 31, 2025, down from $40.4 million in 2024, indicating a need for additional capital to support operations [484]. Research and Development - Research and development expenses decreased by 49% to $79.3 million for the year ended December 31, 2025, from $155.5 million for the year ended December 31, 2024 [464]. - Research and development (R&D) expenses totaled $79.3 million for the year ended December 31, 2025, a decrease from $155.5 million in 2024, with significant costs attributed to antibody programs and other R&D initiatives [472]. - The lead clinical program, botensilimab (BOT), received Fast Track designation from the FDA for treating patients with specific types of metastatic colorectal cancer [444]. - Agenus has collaborations with several companies, including Bristol-Myers Squibb and Merck, resulting in over a dozen antibody pre-clinical or clinical development programs [445]. - The company is focused on developing its saponin-based vaccine adjuvant platform, particularly the next-generation cultured plant cell QS-21 [455]. Expenses and Losses - General and administrative (G&A) expenses decreased by 24% to $54.4 million for the year ended December 31, 2025, down from $71.9 million in 2024, primarily due to a $9.1 million decrease in personnel-related expenses [466]. - Non-operating expenses increased by $8.1 million, resulting in a net expense of $2.2 million for the year ended December 31, 2025, compared to income of $5.8 million in 2024, mainly due to a $3.5 million loss on the deconsolidation of a foreign subsidiary [467]. - The company has incurred significant losses and is likely to continue doing so until it becomes a commercial entity generating profits [460]. - The accumulated deficit reached $2.18 billion as of December 31, 2025, with expectations of continued significant losses in the coming years as the company advances its technologies and product candidates [481]. Debt and Liabilities - Long-term debt amounts to $36.764 billion, with no payments due in the 1-3 years, 3-5 years, or beyond 5 years [492]. - Operating leases total $16.897 billion, with $2.396 billion due within 1 year, $4.897 billion in 1-3 years, $4.505 billion in 3-5 years, and $5.099 billion beyond 5 years [492]. - Finance leases are recorded at $127 million, with $110 million due within 1 year and $17 million in 1-3 years [492]. Currency and Interest Rate Exposure - Approximately 4.7% of cash used in operations for the year ended December 31, 2025, was from foreign subsidiaries, indicating exposure to foreign currency exchange rate fluctuations [501]. - The company does not currently employ specific strategies to manage foreign currency exchange rate risks, such as derivatives or hedging [501]. - The investment policy aims to preserve principal, maintain liquidity, and maximize yields, prohibiting investments in structured vehicles and asset-backed commercial paper [503]. - The company is exposed to fluctuations in interest rates as it seeks debt financing and invests excess cash [502]. - Non-cash interest expense related to royalty financing transactions is recorded based on estimated royalty payments, which may vary due to several factors [497]. - The company periodically assesses expected royalty payments using historical results and market forecasts, adjusting amortization of liabilities as necessary [498]. Other Significant Events - Incyte has terminated the OX40 program and intends to terminate the entire collaboration agreement by February 2026, reverting rights back to Agenus [446]. - The gain from the deconsolidation of MiNK Therapeutics, Inc. was $100.9 million for the year ended December 31, 2025, reflecting the loss of control in Q3 2025 [468]. - Interest expense decreased to $55.3 million for the year ended December 31, 2025, from $117.6 million in 2024, mainly due to reduced non-cash interest related to the Royalty Purchase Agreement [470].

Capital Requirements and Regulatory Compliance - Green Dot Corporation and Green Dot Bank are required to maintain a capital conservation buffer of 2.5% to avoid restrictions on capital distributions [76]. - As of December 31, 2025, Green Dot Corporation and Green Dot Bank's regulatory capital ratios were above the well-capitalized standards [79]. - Green Dot Corporation expects to continue exceeding all applicable well-capitalized regulatory capital requirements on a fully phased-in basis [80]. - The capital conservation buffer is currently at its fully phased-in level of 2.5% [87]. - Green Dot Bank's deposits are insured by the DIF up to a maximum of $250,000 per depositor [103]. - Green Dot Bank's CRA compliance is evaluated under an approved strategic plan covering 2024 to 2028, focusing on community development lending and investment [102]. - Federal banking regulators may prohibit dividend payments if they deplete a banking organization's capital base to an inadequate level [85]. - Green Dot Corporation may be required to provide financial assistance to Green Dot Bank if it experiences financial distress [92]. - Green Dot Bank has less than $10 billion in total consolidated assets, making it subject to examination by the Federal Reserve for compliance with consumer financial laws [115]. Technology and Operational Risks - The company must effectively manage and scale its technology systems to continue providing and enhancing its products and services [170]. - Green Dot Bank's technology platforms are continuously evolving, which may lead to service disruptions despite significant investments in planning and testing [176]. - The company relies on efficient and uninterrupted operation of its computer network systems and third-party processors to manage large transaction volumes [174]. - The company has experienced operational issues with third-party call centers, which could negatively impact customer support and business operations [185]. - The company relies on third-party vendors for critical services, and disruptions in these services could lead to significant operational challenges [183]. Regulatory and Compliance Challenges - The company is subject to extensive supervision by the Federal Reserve Board and the State of Utah DFI, which may limit business opportunities and increase compliance challenges [187]. - The company has increased investments in regulatory and compliance infrastructure in response to heightened regulatory scrutiny [187]. - The company may face significant financial consequences and reputational damage due to potential data security breaches and regulatory penalties [180]. - The company must comply with evolving privacy and data protection laws, which can be costly and impede the development of new products [182]. - The company may face increased regulatory oversight and compliance costs due to potential changes in laws and regulations affecting the financial services industry [192]. Financial Performance and Revenue Streams - Interchange revenues represented 9% of total operating revenues for the year ended December 31, 2025, and are expected to remain significant [197]. - Future interchange revenues may be adversely affected by regulatory changes or actions by payment networks, necessitating adjustments to the company's fee structure [198]. - The company incurred a civil money penalty of $44 million as part of a Consent Order with the Federal Reserve Board in July 2024 [199]. - The company issued senior unsecured notes totaling $65.0 million in 2024 and 2025, maturing in September 2029, increasing debt service obligations [204]. - The company’s ability to generate cash flow may fluctuate, affecting its capacity to meet debt obligations [206]. - The company’s stock price may decline if actual operating results fall below investor expectations [207]. Intellectual Property and Market Risks - The company has 18 issued patents, but faces risks related to the protection of its intellectual property rights [201]. - The electronic payments industry, including Green Dot's services, is heavily influenced by consumer spending trends, which may be negatively impacted by economic conditions [169]. - A decline in the use of prepaid cards or demand deposit accounts could negatively impact Green Dot's operating revenues [172]. - The company is exposed to risks related to international operations, including regulatory compliance and geopolitical instability [188]. - The company may require additional capital in the future, which may not be available on acceptable terms, potentially impacting operations [203].

Clinical Development - The company is advancing RLYB116, a C5 inhibitor, which has completed two Phase 1 clinical trials demonstrating significant tolerability improvements and sustained inhibition of terminal complement[27][28] - RLYB332, a long-acting MTP-2 antibody for treating iron overload diseases, is in preclinical development and aims to address significant unmet needs in patients with severe anemia[31] - RLYB116 has shown significant improvement in tolerability and complete inhibition of terminal complement in Phase 1 clinical trials[50] - RLYB116 levels exceed C5 by a ratio greater than 2:1 within 12 hours of a 300mg dose, administered once weekly[56] - Non-clinical studies of RLYB332 demonstrated favorable tolerability and sustained pharmacodynamic effects, supporting its development[61] Strategic Alliances and Collaborations - The company has entered into a strategic alliance with AbCellera to co-develop up to five rare disease therapeutic targets, focusing on unmet needs in rare metabolic diseases[33] - A strategic alliance with AbCellera aims to discover and commercialize novel antibody-based therapeutics for rare diseases[62] - The company has entered into a Product License Agreement (PLA) with Affibody, granting non-exclusive and exclusive rights for the use of Affibody ligands for human therapeutic use[78] - The company has a collaboration agreement with Johnson & Johnson, which includes an upfront payment of $0.5 million and potential additional payments based on study triggers[98] Financial Aspects and Market Opportunities - Concurrent financing related to the merger includes a commitment of approximately $505.5 million from investors for shares of Candid common stock[19] - The company received $20.0 million from the sale of its interest in the ENPP1 program, including $7.5 million upfront and $12.5 million from a milestone payment[32] - The company estimates over 25,000 cases of immune platelet transfusion refractoriness (PTR) annually in the U.S. and major markets, highlighting a substantial market opportunity[39] - Current treatments for PTR are expensive and challenging, indicating a need for more accessible and effective solutions[40] Merger and Acquisition Details - The merger with Candid is expected to result in pre-Merger equityholders of Candid owning approximately 57.55% of the combined company, while Rallybio's pre-Merger equityholders will own about 3.65%[21] - The proposed merger with Candid could result in a termination fee of $1.425 million and expense reimbursement of up to $500,000 if not completed[210] - Following the merger, existing securityholders of the company are expected to own approximately 3.65% of the combined company, while former Candid securityholders are expected to own approximately 96.35%[213] - The merger is contingent on satisfying specific conditions, and failure to meet these could adversely affect the company's operations and stock price[209] - The company is subject to significant transaction costs related to the merger, regardless of its completion[215] Regulatory Compliance and Approval Processes - Regulatory compliance is critical, as failure to meet FDA requirements may result in delays or refusal of product approvals[105] - The FDA application fee for submitting an NDA or BLA for fiscal year 2025 is approximately $4.3 million, with an annual program fee exceeding $403,000 per program[117] - The FDA conducts a preliminary review of all NDAs and BLAs within 60 days of receipt and informs the sponsor by the 74th day whether the application is sufficiently complete for substantive review[118] - The FDA has ten months to complete its initial review of a standard application and six months for priority review applications, with possible extensions of three additional months[119] - The approval process for an NDA or BLA can result in either an approval letter or a Complete Response Letter (CRL), with the latter outlining deficiencies that must be addressed for reconsideration[123] Market and Pricing Dynamics - The downward pressure on healthcare costs has led to increased barriers for new product entry, with significant scrutiny on pricing and reimbursement levels[193] - Third-party payors in the U.S. are increasingly challenging the price and cost-effectiveness of biopharmaceutical products, leading to uncertainty in coverage and reimbursement[189] - In some foreign countries, drug pricing must be approved before marketing, with requirements varying widely and potentially impacting demand[190] Manufacturing and Production - The company relies on third-party contract manufacturers for the production of product candidates, with no current plans to establish internal manufacturing facilities[100] - The company has enhanced the manufacturing process of RLYB116 to improve tolerability and increase dosage[46] - The FDA requires compliance with cGMP regulations for manufacturing, which includes quality control and assurance measures[137] Employment and Operational Structure - As of December 31, 2025, the company employed 14 full-time employees, with 7 engaged in new product sourcing and 7 in administrative functions[204] - The company is winding down general and administrative operations not needed post-merger while continuing limited R&D to maximize the potential value of contingent value rights (CVRs)[34] Risks and Challenges - The company is at risk of losing key personnel during the merger process, which could impact its operations[212] - The completion of the merger is uncertain, and any material adverse changes could negatively impact the stock price of the combined entity[216] - The company may face fines, product recalls, and operational restrictions if it fails to comply with foreign regulatory requirements[187]

Financial Position - As of December 31, 2025, total assets were $4.77 billion, total loans held for investment were $4.08 billion, total deposits were $3.65 billion, and total shareholders' equity was $544.2 million[20]. - Total deposits reached $3.65 billion as of December 31, 2025, with a weighted average deposit cost of 2.63%[57]. - Core deposits accounted for 75.2%, or $2.74 billion, of total deposits as of December 31, 2025[58]. - Brokered deposits increased to $747.8 million as of December 31, 2025, compared to $721.8 million in 2024[59]. - Net loans were 84.4% of total assets and 110.4% of total deposits as of December 31, 2025, compliant with the board's limits[66]. Loan Portfolio - The loan portfolio held for investment as of December 31, 2025, included $1.56 billion in commercial real estate loans, representing 38.3% of the total loan portfolio, an increase from 24.1% in 2024[29]. - The commercial real estate loans acquired from First IC contributed $719.1 million to the portfolio, alongside organic growth of $79.6 million[33]. - The commercial and industrial loans represented $96.4 million, or 2.4% of the total loan portfolio as of December 31, 2025, compared to $78.2 million, or 2.5% in 2024[37]. - The SBA and USDA loan portfolio totaled $439.8 million as of December 31, 2025, reflecting a 76.9% increase from $248.6 million in 2024[43]. - The construction and development loans amounted to $41.8 million, or 1.0% of the total loan portfolio, up from $21.6 million, or 0.7% in 2024[29]. - As of December 31, 2025, the outstanding balance of commercial and industrial SBA loans was $42.4 million, an increase from $28.5 million in 2024, with 49.0% guaranteed by the SBA[44]. - Residential real estate loans totaled $2.38 billion as of December 31, 2025, representing 58.3% of the total loan portfolio held for investment, down from 72.7% in 2024[48]. - The company originated $464.6 million of non-conforming residential mortgage loans in 2025, compared to $413.7 million in 2024, and sold $310.2 million of these loans during the same period[49]. Acquisition and Integration - The acquisition of First IC Corporation was completed on December 1, 2025, with total consideration of approximately $202.3 million, consisting of $90.5 million in equity and $111.9 million in cash[25]. - The integration of First IC Corporation, acquired on December 1, 2025, will require significant management attention and resources, with potential challenges in systems and personnel integration[217]. Capital Requirements and Regulation - The company is required to maintain certain minimum capital levels based on ratios of capital to total assets and capital to risk-weighted assets[91]. - The common equity Tier 1 (CET1) risk-based capital ratio is a key measure, primarily comprised of common stock instruments and retained earnings[92]. - The leverage capital ratio, serving as a minimum capital standard, is set at a required minimum of 4%[93]. - A capital conservation buffer of 2.5% is required above each minimum risk-based capital ratio to absorb losses during economic stress[94]. - As of December 31, 2025, the Bank's regulatory capital ratios were above the applicable well-capitalized standards and met the capital conservation buffer[99]. - The company is subject to comprehensive supervision and regulation by the Federal Reserve under the Bank Holding Company Act[79]. - The company must act as a source of financial and managerial strength to its subsidiary bank[81]. - The Federal Reserve may require bank holding companies to maintain capital ratios substantially in excess of mandated minimum levels based on economic conditions[97]. - Failure to meet minimum capital requirements could result in adverse regulatory actions affecting operations or financial condition[98]. - The company is subject to oversight by various regulatory authorities, including the SEC and FINRA[90]. - The Company exceeded the $3.0 billion asset threshold for the first time in Q4 2021, becoming subject to consolidated risk-based capital requirements starting in 2022[100]. - The minimum capital requirement for the Community Bank Leverage Ratio is set at 9%, but the Bank has not opted into this framework[101]. - The Bank's capital requirements include a 6.5% CET1 to risk-weighted assets, 8.0% Tier 1 capital to risk-weighted assets, and 10.0% total capital to risk-weighted assets[104]. Risk Factors - Increased competition from fintech companies and other financial institutions may pressure the Bank's margins and profitability[145]. - Fluctuations in interest rates significantly impact net interest income, with elevated rates observed during 2024[148]. - Prolonged inflation may negatively affect profitability and demand for products and services, leading to increased default rates[151]. - Negative developments in the banking industry could impact customer confidence and liquidity, potentially requiring the Bank to sell securities at a loss[152]. - The company faces potential increases in deposit insurance costs due to negative developments in the banking industry, which could adversely affect its financial condition and operations[153]. - Liquidity risks are significant, as customer deposits, the primary source of funds, may decrease if customers perceive better investment opportunities, leading to increased funding costs and reduced net interest income[154]. - Approximately 97.6% of the company's loan portfolio is secured by real estate, making it vulnerable to adverse changes in real estate values, which could impair collateral value and increase credit risk[159]. - The company relies heavily on its management team, and the loss of key personnel could adversely impact its strategic initiatives and relationships with customers[167]. - Nonperforming assets negatively affect net income and increase loan administration costs, which could further impact the company's financial condition[169]. - The provision and allowance for credit losses may be insufficient to cover potential losses in the loan portfolio, leading to decreased net income and potential capital constraints[170]. - The company utilizes brokered deposits as a funding source, which may be unstable and could adversely affect its financial position if access to these deposits is restricted[166]. - The SBA lending program is crucial for the company, and any changes in government policy or funding could materially affect its ability to originate and sell SBA loans[161]. - The company may face challenges in meeting unfunded credit commitments, especially during economic stress, which could adversely impact its liquidity and financial condition[165]. - The company’s access to funding sources may be impaired by disruptions in financial markets or negative perceptions about the financial services industry, affecting its ability to capitalize on growth opportunities[156]. - Decreased residential mortgage origination and competitive pricing decisions may adversely affect profitability[171]. - Changes in interest rates could negatively impact the returns and market value of investment securities, potentially leading to realized losses[172]. - The company may face additional risks when implementing or acquiring new lines of business or products, which could affect profitability and operational efficiency[174]. - The focus on a limited demographic segment, particularly Asian-American communities, makes the company vulnerable to adverse economic changes affecting these populations[176]. - Ongoing litigation and regulatory investigations could result in significant costs and adversely affect the company's financial condition and reputation[177]. - The effectiveness of the company's risk management framework may not adequately mitigate risks, potentially leading to unexpected losses[180]. - Rapid technological changes in the financial services industry necessitate effective implementation of new technologies, which may pose operational challenges[181]. - Cybersecurity threats and system failures could lead to increased operating costs and significant liabilities[183]. - Dependence on third-party service providers for essential operations poses risks if these providers experience difficulties or terminate services[188]. - The development and use of artificial intelligence (AI) present regulatory and operational challenges that could adversely impact the company's business[189]. - The company relies on analytical and forecasting models for estimating credit losses and measuring fair value, which may be inadequate during market stress[192]. - Changes in accounting standards could materially impact the company's financial statements and require restatements of prior periods[195]. - The effectiveness of internal controls over financial reporting is crucial, as failures could lead to material adverse effects on business and stock price[196]. - The company is subject to extensive government regulation, which could limit activities and adversely impact asset growth and earnings[197]. - Regulatory examinations may lead to remedial actions if the company's financial condition is deemed unsatisfactory, potentially affecting operations[198]. - Changes in monetary policy by the Federal Reserve could adversely impact the company's operations and financial condition[199]. - Noncompliance with fair lending laws could result in material penalties and negatively affect the company's reputation and financial condition[200]. - The company may face increased deposit insurance premiums, which could adversely affect profitability and operational flexibility[205]. Corporate Governance - Directors and their families hold a 24.6% ownership interest, potentially allowing them to influence corporate actions without broader shareholder consent[206]. - The company's dividend policy may change, impacting the return on investment for shareholders[210]. - The company may need to raise additional capital in the future to meet regulatory capital requirements and maintain sufficient liquidity, which could include financing acquisitions[212]. - The ability to incur debt and pledge assets to secure that debt may impact profitability, as interest payments must be made before dividends to shareholders[214]. - The company intends to evaluate potential acquisitions and expansion opportunities, but risks include undisclosed liabilities, unanticipated costs, and integration challenges[215]. - Future success depends on executing the long-term business strategy, which includes enhancing reputation, attracting personnel, and improving operating efficiency[216]. - Failure to achieve strategic objectives could adversely affect business growth, financial condition, and results of operations[217].

Company Overview - PLAYSTUDIOS, Inc. has developed a portfolio of free-to-play social casino games, including Tetris®-branded mobile games, and acquired Brainium in late 2022[359]. Revenue Generation - The company generates revenue primarily from in-game virtual currency sales, with a significant concentration in North America, and also from in-game advertising, particularly in Tetris® and Brainium games[362][363]. - Revenue from virtual currency is recognized as it is consumed, with an average consumption period of approximately one day, based on player behavior analysis[431]. - The company recognizes advertising revenue at the point in time when advertisements are displayed or offers are completed, with payment terms typically ranging from 45 to 60 days[433][434]. Player Engagement and Metrics - The playAWARDS program incorporates loyalty points earned by players, with most rewards provided at no cost to the company, enhancing player engagement and retention[360][365]. - Average Daily Active Users (Average DAU) and Average Monthly Active Users (Average MAU) are key metrics used to measure player engagement, with DAU defined as the number of individuals playing a game on a given day[367][368]. - Average Daily Paying Users (Average DPU) measures the number of individuals making purchases within games, providing insight into monetization trends[370]. - Average Daily Payer Conversion is calculated as Average DPU divided by Average DAU, helping to understand the monetization of active players[371]. - Average Daily Revenue Per DAU (ARPDAU) is used to assess overall monetization, calculated as game-related and advertising revenue divided by Average DAU[372]. - The playAWARDS loyalty platform's Available Rewards metric indicates the breadth of the loyalty offering, measuring the average number of unique rewards available[374]. - Purchases metric tracks the total number of rewards exchanged for loyalty points, reflecting audience interest and engagement with the playAWARDS platform[375]. Financial Performance - Net revenue for the year ended December 31, 2025, was $235.1 million, a decrease of $54.3 million or 18.8% compared to $289.4 million in 2024[380]. - Operating expenses decreased by $63.3 million or 19.6% to $259.0 million in 2025 from $322.3 million in 2024[385]. - playGAMES revenue was $234.1 million in 2025, down $55.3 million or 19.1% from $289.4 million in 2024, primarily due to a $40.5 million decrease in virtual currency revenue[382]. - playAWARDS net revenue increased to $1.0 million in 2025, a significant rise of $946 thousand or 1525.8% from $62 thousand in 2024[384]. - Average Daily Active Users (DAU) for playGAMES decreased by 795 to 2,305 in 2025, a decline of 25.6% compared to 3,100 in 2024[382]. - Retail Value of Purchases in playAWARDS decreased by $54.8 million or 48.0% to $59.4 million in 2025 from $114.1 million in 2024[384]. - Total operating loss for 2025 was $23.9 million, an improvement of $8.9 million or 27.2% from a loss of $32.9 million in 2024[380]. - Cost of revenue decreased by $15.2 million or 21.0% to $57.5 million in 2025 from $72.7 million in 2024[386]. - Selling and marketing expenses decreased by $9.1 million or 14.2% to $55.5 million in 2025 from $64.6 million in 2024[387]. - Income tax expense for 2025 was approximately $1.9 million, reflecting an effective income tax rate of negative 7.3%[394]. - playGAMES AEBITDA decreased to $58.6 million in 2025 from $85.1 million in 2024, a decline of 31.1%[397]. - playGAMES AEBITDA margin was 25.1% in 2025, down from 29.4% in 2024, reflecting a 4.3% decrease[397]. - playAWARDS AEBITDA improved to $(8.7) million in 2025 from $(13.7) million in 2024, indicating a reduction in losses[398]. - Consolidated AEBITDA for 2025 was $35.6 million, down from $56.5 million in 2024, a decrease of 37.1%[402]. - Consolidated AEBITDA margin decreased to 15.1% in 2025 from 19.5% in 2024[402]. - Net revenue fell to $235.1 million in 2025 from $289.4 million in 2024, a decline of 18.7%[402]. - Net loss for 2025 was $(28.6) million, slightly improved from $(28.7) million in 2024[402]. Cash and Assets - Cash and cash equivalents as of December 31, 2025, were $104.9 million, with an additional $0.6 million in restricted cash[403]. - Net cash provided by operating activities was $26.3 million in 2025, down from $45.7 million in 2024[414]. - Total net cash used in financing activities decreased to $14.9 million in 2025 from $41.9 million in 2024, primarily due to reduced share repurchases[416]. - As of December 31, 2025, the company's goodwill totaled $52.2 million, with no impairment required following the annual assessment conducted on October 1, 2025[421][422]. - The company applies ASC 805 for business combinations, allocating fair value to tangible and intangible assets, with excess purchase consideration recorded as goodwill[423]. Risk Factors - The company is exposed to foreign currency risks, particularly from transactions in currencies other than the U.S. Dollar, which could materially impact future operating results[444][445]. - The company has not had any borrowings outstanding under its Credit Agreement as of December 31, 2025, indicating no interest rate risk exposure[440]. - Significant estimates in valuing intangible assets include future expected cash flows and discount rates, which are inherently uncertain[424]. - The company does not purchase or hold derivative financial instruments for trading purposes, minimizing investment risk[441]. - The company assesses player behavior continuously to refine its revenue recognition estimates and assumptions[432].

IPO and Fundraising - The company completed its Initial Public Offering on June 27, 2025, issuing 27,600,000 Class A ordinary shares at a price of $10.00 per share, generating gross proceeds of $276,000,000[25]. - An additional $5,800,000 was raised through the sale of Private Placement Shares at the same price of $10.00 per share[26]. - The total net proceeds of $276 million from the IPO and Private Placement were placed in a Trust Account, which may only be invested in U.S. government securities or held as cash[142]. - As of December 31, 2025, the company has approximately $281,884,000 available for the Business Combination from the Trust Account[65]. - As of December 31, 2025, the company had $25,000 in cash in its operating account, compared to $0 in 2024, indicating a significant increase in liquidity[161]. - The Sponsor has committed to loan the company up to $1,750,000 to finance transaction costs related to the Business Combination, with approximately $312,000 drawn as of December 31, 2025[162]. Business Combination - The company has until June 27, 2027, to complete the Business Combination, or it will liquidate and redeem Public Shares at a price equal to the amount in the Trust Account[29]. - The Business Combination Agreement with AIR was executed on November 7, 2025, which will result in shareholders receiving one Pubco Ordinary Share for each Class A ordinary share held[32][33]. - The company anticipates that the post-Business Combination entity will own or acquire 100% of the equity interests or assets of the target business[42]. - The Business Combination may be financed through cash, debt, equity securities, or a combination of these, providing flexibility in structuring the deal[66]. - The company may seek additional financing through private offerings of debt or equity securities to complete the Business Combination, which could lead to dilution for public shareholders[68]. - The company is focused on acquiring businesses in sectors such as financial services, digital assets, healthcare, real estate services, technology, and software[149]. - The company entered into a Business Combination Agreement on November 7, 2025, which will result in shareholders receiving Pubco Ordinary Shares[157]. Redemption and Shareholder Rights - The redemption price for Public Shares upon completion of the Business Combination is set at $10.36 per share, including $0.15 per share from the Sponsor Note[87]. - The company will provide Public Shareholders the opportunity to redeem all or a portion of their Public Shares upon completion of the Business Combination, either through a general meeting or a tender offer[88]. - If the Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any redemption for their shares[102]. - The company may limit redemption rights to 15% of Public Shares for shareholders acting in concert, to prevent large blocks of shares from being used to block the Business Combination[98]. - If the Business Combination is not completed by the end of the Combination Period, Public Shareholders may receive only $10.36 per share, which includes $0.15 per share from the Sponsor Note[doc id='124']. Financial Performance - For the year ended December 31, 2025, the company reported a net income of approximately $3,605,000, driven by $5,869,000 in interest income, offset by $2,203,000 in general and administrative expenses[167]. - The company incurred a net loss of approximately $61,000 for the year ended December 31, 2024, entirely attributed to general and administrative expenses[168]. - The working capital deficit was approximately $1,888,000 as of December 31, 2025, up from approximately $164,000 in 2024, reflecting increased financial pressure[161]. - The company has not generated any operating revenues to date and will not do so until after the completion of the Business Combination[166]. Corporate Governance - The company is classified as a "controlled company" under Nasdaq standards, allowing it to utilize certain exemptions from corporate governance requirements[202]. - The company has three directors, with terms structured to ensure staggered elections[199]. - The Audit Committee is required to have at least three independent members, but currently has only one member[204]. - The company has not formally established specific minimum qualifications for directors but considers various factors in the nomination process[209]. - The company has agreed to pay cash fees to independent directors of $50,000 per year, payable quarterly[215]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[60]. - The company will remain an emerging growth company until it meets specific revenue or market capitalization thresholds, including total annual gross revenue of at least $1.235 billion or a market value exceeding $700 million[121]. - The SEC's new SPAC rules, effective July 1, 2024, may materially affect the company's ability to negotiate and complete the Business Combination[doc id='155']. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2026, as mandated by the Sarbanes-Oxley Act[120]. - The company has incurred increased expenses due to being a public company, including legal and compliance costs[166]. Risks and Challenges - The company faces competition from well-established entities in identifying and completing business combinations, which may limit its ability to acquire larger target businesses[116]. - The company may encounter regulatory review and approval requirements that could hinder the completion of the Business Combination[doc id='124']. - The company may pursue business combinations with targets that are financially unstable or in early stages of development, exposing it to inherent risks[66]. - The company faces increased competition for attractive acquisition targets due to a rise in the number of SPACs going public in recent years[doc id='124']. Miscellaneous - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of the Business Combination[136]. - The company has not established any limit on the amount of consulting or management fees that may be paid to directors or management after the Business Combination[218]. - The company has waived rights to liquidating distributions from the Trust Account for Founder Shares or Private Placement Shares if the Business Combination is not completed[105].

Financial Performance - For the year ended December 31, 2025, the company reported a net income of $3,605,405, primarily from interest earned on marketable securities held in the Trust Account amounting to $4,827,356, after deducting general and administrative costs of $1,221,951[283]. - As of December 31, 2025, the company held marketable securities in the Trust Account valued at $120,754,293, which includes approximately $5,179,293 of interest income[289]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on December 5, 2024, raising gross proceeds of $100,000,000 from the sale of 10,000,000 Units at $10.00 per Unit[284]. - The company incurred $3,605,995 in costs related to the Initial Public Offering, which included a cash underwriting fee of $2,300,000[285]. - Following the Initial Public Offering, the company placed $100,500,000 in the Trust Account, which includes net proceeds from the sale of Public and Private Placement Units[285]. Financial Position and Needs - As of December 31, 2025, the company had cash of $229,625 and a working capital deficit of $1,053,365, indicating a need for additional funds to support operations[290]. - The company anticipates incurring significant costs in pursuing its acquisition plans and may need to raise additional funds to complete a Business Combination[281][292]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025, and has only a monthly obligation of $10,000 for certain administrative services[293][294]. Use of Funds - The company plans to use funds from the Trust Account primarily to complete its Business Combination and may withdraw interest to pay taxes[289]. - The company has engaged EarlyBirdCapital, Inc. as an advisor for its Business Combination, agreeing to pay a cash fee of 3.5% of the gross proceeds of the Initial Public Offering upon consummation[296].

Financial Performance - For the year ended December 31, 2025, the company reported a net income of $3,605,405, primarily from interest earned on marketable securities held in the Trust Account amounting to $4,827,356, after deducting general and administrative costs of $1,221,951[283]. - As of December 31, 2025, the company held marketable securities in the Trust Account valued at $120,754,293, which includes approximately $5,179,293 of interest income[289]. Initial Public Offering - The company completed its Initial Public Offering on December 5, 2024, raising gross proceeds of $100,000,000 from the sale of 10,000,000 Units at $10.00 per Unit[284]. - The company incurred $3,605,995 in costs related to the Initial Public Offering, which included a cash underwriting fee of $2,300,000[285]. - Following the Initial Public Offering, the company placed $100,500,000 in the Trust Account, which includes net proceeds from the sale of Public and Private Placement Units[285]. Financial Position - As of December 31, 2025, the company had cash of $229,625 and a working capital deficit of $1,053,365, indicating a need for additional funds to support operations[290]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025, and has only a monthly obligation of $10,000 for certain administrative support services[293][294]. Future Plans and Needs - The company anticipates incurring significant costs in pursuing its acquisition plans and may need to raise additional funds to complete a Business Combination[281][292]. - The company plans to use funds from the Trust Account primarily to complete its Business Combination and may withdraw interest to pay taxes if necessary[289]. - The company has engaged EarlyBirdCapital, Inc. as an advisor for its Business Combination, agreeing to pay a cash fee of 3.5% of the gross proceeds of the Initial Public Offering upon consummation[296].

Water Production and Operations - The retail operations in the Cayman Islands have a combined production capacity of 5.0 million gallons of water per day from two plants[49]. - Bulk water operations accounted for approximately 25% of consolidated revenue for fiscal years 2025 and 2024, and 19% for 2023[55]. - The company supplies bulk water in The Bahamas with a minimum delivery requirement of 63.0 million gallons per week from the Blue Hills plant, which has a capacity of 12.0 million gallons per day[61]. - Manufacturing operations accounted for approximately 14% of consolidated revenue for fiscal year 2025, up from 10% in 2023[67]. - OC-BVI, a company in which the company holds a 43.53% equity interest, operates a desalination plant with a capacity of 720,000 gallons per day under a water supply agreement with the BVI government[70]. - The company utilizes reverse osmosis technology for desalination, achieving approximately 40% conversion of saline water to fresh water[75]. - The company operates all but one of the reverse osmosis desalination plants owned by the Water Authority of the Cayman Islands (WAC) on Grand Cayman[91]. - The company has exclusive rights to provide potable water within its licensed service area on Grand Cayman, with no competition in this area[96]. Revenue Composition - Services operations represented approximately 35% of consolidated revenue for fiscal year 2025, down from 54% in 2023[63]. - The company expects to compete with firms like Veolia and IDE Technologies for future water supply contracts in both the Bahamas and the British Virgin Islands[98][100]. Seasonal Demand and Market Influences - Demand for water production varies seasonally, with higher sales during the first and second quarters due to increased tourism[84]. - Water sales in the Cayman Islands are significantly influenced by stay-over tourists, as they tend to purchase more water compared to cruise ship tourists[93]. - The population of the Cayman Islands is estimated to be 88,833 in 2024, with tourist air arrivals increasing by 2.9% to approximately 450,000 in 2025[92]. - The Bahamas has a population of approximately 297,000 on New Providence, with air arrivals decreasing by 2% to about 1,290,000 and cruise ship arrivals increasing by 6% to approximately 4,153,000 in 2025[94]. Workforce and Employment - The company employs a total of 293 persons as of March 9, 2026, with 206 in the United States and 65 in the Cayman Islands[110]. - The company has historically experienced low employee turnover, indicating a stable workforce[109]. Regulatory Compliance and Environmental Commitment - The company is required to meet World Health Organization guidelines for drinking water quality, ensuring less than 200 mg/l of total dissolved solids[104]. - The company is committed to preventing environmental pollution and operates under strict regulatory compliance in all its operational regions[105]. - The company maintains standby generators at all plants to ensure operational continuity during electricity supply interruptions[50].

Revenue and Income - Regulated utility segment accounted for 93.2% of total operating revenues in 2025, with total revenues of $112.9 million, an increase of $5.0 million or 4.6% from 2024[158]. - Water sales revenue increased by $2.8 million, or 3.2%, due to temporary rate increases and an increase in the number of customers served[159]. - Total operating revenues for 2025 reached $112,941,000, an increase of 4.8% from $107,952,000 in 2024[196]. - Net income applicable to common stock increased by $2.4 million, or 11.9%, with total revenue rising by $5.0 million[171]. - Net income applicable to common stock for 2025 was $22,822,000, up 11.9% from $20,394,000 in 2024[196]. - Basic net income per common share increased to $2.21 in 2025, compared to $1.98 in 2024, reflecting a growth of 11.6%[196]. - Consolidated revenues for 2025 were $112,941,000, up 4.5% from $107,952,000 in 2024 and 14.2% from $98,861,000 in 2023[339]. - Regulated Utility Revenues for 2025 reached $105,506,000, an increase of 4.3% from $101,210,000 in 2024 and 14.4% from $92,228,000 in 2023[339]. Customer and Service Growth - The number of metered water customers in Delaware and Maryland increased by approximately 1.8% as of December 31, 2025, while the number of wastewater customers in Delaware increased by approximately 6.5%[146][147]. - Customer enrollment in SLP Plans increased by 4.1%, 2.0%, and 5.7% for WSLP, SSLP, and ISLP Plans, respectively, as of December 31, 2025[148]. - Artesian Water served approximately 99,100 customers, Artesian Water Maryland served approximately 2,700 customers, and Artesian Water Pennsylvania served approximately 40 customers as of December 31, 2025[320]. Operating Expenses and Financial Ratios - Operating expenses increased by $2.7 million, or 4.4%, with utility operating expenses rising by $2.6 million, or 5.3%[163][164]. - The ratio of operating expenses to total revenue was 56.2% for 2025, slightly down from 56.4% in 2024[166]. - Operating income for 2025 was $27,782,000, an increase of 6.2% from $26,151,000 in 2024[196]. - Consolidated operating income for 2025 was $27,782,000, an increase of 6.2% from $26,151,000 in 2024 and 23.8% from $22,446,000 in 2023[339]. Capital Expenditures and Investments - Capital expenditures in 2025 were $58.8 million, an increase from $45.9 million in 2024, focusing on infrastructure rehabilitation and new construction projects[176]. - Projected net investments in utility plant for 2026 are expected to be approximately $64.3 million[174]. - The company plans to continue its investment in utility plant, with construction work in progress valued at $45,667 million as of December 31, 2025[212]. Cash Flow and Financing - Cash flow from operating activities for the year ended December 31, 2025, was $40.3 million, up from $36.8 million in 2024, primarily due to changes in net income and working capital[175]. - Cash flows provided by financing activities increased to $17.3 million in 2025 from $7.1 million in 2024, driven by higher contributions in aid of construction[180]. - The company has a $40 million line of credit with Citizens Bank, with $34.3 million available as of December 31, 2025[181]. - The company expects to renew its $20 million line of credit with CoBank, which had $20 million available as of December 31, 2025[291]. Regulatory and Compliance - Artesian Wastewater received a permit for a new 625,000 gallon per day regional wastewater treatment facility, expected to enhance service capabilities[154]. - The company is in compliance with financial covenants related to long-term debt agreements and revolving lines of credit as of December 31, 2025[183]. - The company adopted new accounting standards for income taxes effective December 31, 2025, requiring additional disclosures but not impacting operations or cash flows[341]. Taxation and Deferred Items - Federal income tax expense for 2025 totaled $5,009,000, an increase from $4,629,000 in 2024[279]. - Total income tax expense for 2025 was $7,831 million, resulting in an effective tax rate of 25.6%, compared to 26.4% in 2024 and 27.6% in 2023[281]. - Deferred tax assets net of valuation allowance decreased to $7,368 million in 2025 from $7,720 million in 2024[283]. Miscellaneous - The company plans to expand its regulated water service area in Cecil County and continue strategic acquisitions to enhance operations[150][151]. - Artesian Water received reimbursements totaling approximately $10.0 million related to treatment costs from the Delaware Sand & Gravel Landfill Superfund Site, with payments scheduled in four installments of approximately $2.5 million each from August 2022 to July 2025[241]. - The company has accrued approximately $22 thousand in penalties and interest related to uncertain tax positions for the full year 2025[235].