UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2025 ☐ 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 001-42555 Quartzsea Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorpo ...

IPO and Financial Proceeds - The company completed its IPO on March 19, 2025, raising total gross proceeds of $82,800,000 from the sale of 8,280,000 units at an offering price of $10.00 per unit[21]. - A total of $82,800,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account for the benefit of the company's public shareholders[23]. - The company generated gross proceeds of $82.8 million from its initial public offering, selling units at a price of $10.00 per unit[61]. - The company raised total gross proceeds of $82,800,000 from its IPO, with 8,280,000 units sold at an offering price of $10.00 per unit[133]. - The company plans to use substantially all net proceeds from the IPO for its initial business combination and related expenses, including a deferred underwriting fee of 4.0% of the total gross proceeds raised[157]. Business Strategy and Acquisition Plans - The company intends to focus its search for an initial business combination on private companies with compelling economics and clear paths to positive operating cash flow[36]. - The company seeks to acquire businesses with strong revenue and earnings growth potential through new product development and synergistic acquisitions[40]. - The company has entered into a business combination agreement as part of its strategy to complete an initial business combination[26]. - The company plans to identify companies with strong management teams that can complement its own operational and investment capabilities[40]. - The company has established a deal sourcing network to access high-quality acquisition opportunities through its management team's contacts[32]. - The company will only acquire businesses that can benefit from being publicly traded and effectively utilize access to broader sources of capital[40]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the balance in the trust account at the time of signing a definitive agreement[43]. - The company anticipates structuring the initial business combination so that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[45]. - The company will only complete an initial business combination in which it owns or acquires 50% or more of the outstanding voting securities of the target[69]. - The company has not identified any specific business combination target and has not initiated substantive discussions with any potential targets[142]. Financial Performance and Risks - The company has had no revenue since inception and has incurred losses due to formation and operating costs, relying on the sale of securities and loans for funding[24]. - The company anticipates that its insiders may engage in privately negotiated purchases of shares from public shareholders[84]. - The company may incur losses if the identification and evaluation of a prospective target business do not lead to a completed business combination[72]. - The company may face risks if the target business is financially unstable or in early stages of development[70]. - Claims by creditors may reduce the amount available in the trust account, potentially affecting the redemption price for shareholders[111]. - In the event of bankruptcy, the trust account proceeds may be subject to claims from creditors, impacting shareholder returns[113]. - The company acknowledges that it lacks the financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[159]. Shareholder Rights and Redemption - The company has not made any dividends or distributions to shareholders as of the date of the Annual Report and does not intend to do so until after the closing of the business combination[42]. - Shareholder approval may be required for the initial business combination under Nasdaq's listing rules[79]. - Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering, referred to as "Excess Shares"[96]. - The tender offer for redemptions will remain open for at least 20 business days, and a final proxy statement will be mailed to public shareholders at least 10 days prior to the shareholder vote[90][92]. - If public shareholders tender more shares than the company has offered to purchase, the tender offer will be withdrawn, and the initial business combination will not be completed[90]. - If the initial business combination is not approved or completed, public shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares[103]. - The company will not redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001 before and after the initial business combination[95]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001[107]. - The company has a 15-month period to complete its initial business combination, extendable to 18 or 21 months if necessary[105]. Management and Governance - The management team aims to create shareholder value by leveraging experience in management, operation, and financing of businesses to improve operational efficiency[37]. - The board of directors consists of four members, three of whom are independent, in compliance with SEC and Nasdaq rules[196]. - The audit committee is composed solely of independent directors and is responsible for reviewing financial statements and ensuring compliance with applicable laws[204]. - The company has adopted a Code of Ethics applicable to its directors, officers, and employees[214]. - Officers and directors may have conflicts of interest due to multiple business affiliations and may present business opportunities to other entities[216]. - The company has not established specific minimum qualifications for directors but considers education, professional experience, and integrity in the nomination process[211]. - The company may not have a compensation committee in place prior to the completion of its initial business combination[213]. - The compensation committee is responsible for reviewing and approving the compensation of all officers and producing a report on executive compensation for the annual proxy statement[208]. Internal Controls and Reporting - Management has identified material weaknesses in internal controls over financial reporting, particularly in expense preparation and short-term investment accounting, which are currently ineffective[186]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's financial reporting[183]. - The company plans to enhance processes for identifying and applying accounting requirements and improve communication among personnel and third-party professionals[181]. - The company has not identified any critical accounting policies and estimates that could materially differ from actual results[170].

Production and Reserves - For the year ended December 31, 2025, total production was approximately 6,043 MBoe, with Gabon contributing 2,535 MBoe (42%), Egypt 2,730 MBoe (45%), Cote d'Ivoire 111 MBoe (2%), and Canada 667 MBoe (11%) [38]. - Gabon's production was 100% crude oil, with revenue of $181,738,000 and proved reserves of 10,001 MBoe, representing 23% of total reserves [39][38]. - Egypt's production was also 100% crude oil, generating revenue of $139,963,000 and proved reserves of 8,614 MBoe, accounting for 20% of total reserves [43][38]. - Cote d'Ivoire produced 111 MBoe, all of which was crude oil, with a working interest of 27.4% in the CI-40 block [46][38]. - Canada produced 667 MBoe, comprising 32% crude oil, 36% natural gas, and 32% NGLs, with plans to wind down its subsidiary in Canada following asset divestment [51][53]. - Total proved reserves as of December 31, 2025, are 42,983 MBoe, consisting of 37,968 MBbls of crude oil, 19,163 MMcf of natural gas, and 1,781 MBbls of NGLs [70]. - Proved undeveloped reserves increased to 25,501 MBoe, with 1,326 MBoe from revisions and 1,219 MBoe from extensions and discoveries [78]. - The company plans to drill all scheduled proved undeveloped locations within the next five years [81]. Production Costs and Revenue - The average production cost per BoE for the year ended December 31, 2025, was $24.83, reflecting a decrease from $22.51 in 2024 [87]. - The average crude oil price for Gabon in 2025 was $66.60 per barrel, down from $81.08 in 2024, while Egypt's average price was $57.66, down from $65.48 [73]. - Revenue concentration by customer for Gabon was 100% for the years ended December 31, 2025, 2024, and 2023, indicating a stable customer base in this region [91]. - A $5 per Bbl decrease in crude oil price would decrease consolidated revenues by $13.7 million from Gabon, $13.6 million from Egypt, $1.2 million from Cote d'Ivoire, and $3.3 million from Canada, totaling a decrease of $31.8 million [412]. Operational Developments - The Baobab FPSO in Cote d'Ivoire ceased production on January 31, 2025, and is expected to return to service by late March 2026, with production resuming in Q2 2026 [48]. - The drilling campaign in Egypt contributed to consistent production growth, with 16 development wells drilled in 2025 [60]. - The company plans to commence significant development drilling in Cote d'Ivoire in Q4 2026 after the FPSO refurbishment [60]. - The Etame PSC in Gabon extends through 2028, with options for two five-year extensions, allowing for continued resource development [41]. Regulatory and Compliance - Regulatory changes in the countries of operation, particularly in Gabon, may impact production costs and operational compliance [105]. - The Government of Gabon plans to replace the 2019 Hydrocarbons Law with a new dual legal framework, expected to be implemented in Q3 2026, aiming to enhance transparency and improve fiscal terms for investors [112]. - Under the 2019 Hydrocarbons Law, the State's participation in PSCs is capped at 10%, while the national operator can acquire a maximum 15% stake at market value in all PSCs [109][111]. - The concession agreements in Egypt are valid for a maximum of 30 years and must include minimum work commitments and royalty payments [114][116]. - The 2019 Hydrocarbons Law in Gabon requires foreign producers to operate through a locally incorporated company and to domicile site rehabilitation funds with a Gabonese bank [108]. - Environmental regulations are becoming more stringent, and compliance costs could be significant for operations across various jurisdictions [134]. Financial Position and Liabilities - The company reported net monetary liabilities of $113.4 million (XAF 63.2 billion) denominated in the Central African CFA Franc (XAF) as of December 31, 2025 [405]. - A 10% weakening of the CFA relative to the U.S. dollar would increase the value of these net liabilities by $10.3 million [405]. - The company had expenditures of approximately $86.4 million denominated in XAF for the year ended December 31, 2025 [405]. - The company has $60.0 million in borrowings under its 2025 RBL Facility, accruing interest at a rate of 10.8% per annum [417]. - A 10% increase in average interest rates would result in an estimated increase in interest expense of $0.2 million [417]. Workforce and Diversity - The company had 281 full-time employees as of December 31, 2025, with a significant portion (159) located in Gabon, highlighting the regional workforce distribution [93]. - Approximately 19% of the management team are female employees, demonstrating the company's commitment to diversity and inclusion [94]. - The company aims to attract and retain talent through competitive compensation and benefits, including a pay-for-performance philosophy [95]. Market Risks - The company is exposed to commodity price risk, with market prices for crude oil, natural gas, and NGLs being volatile and unpredictable [410]. - If crude oil sales remain constant, a decrease in oil prices would increase operating losses, particularly impacting revenues from Gabon and Egypt [412]. - Natural gas sales are based on Canadian index prices influenced by NYMEX Henry Hub Natural Gas futures contracts [412]. Derivative Contracts - Outstanding derivative contracts as of December 31, 2025 include 400,000 Bbls with a weighted average floor price of $62.29 and a ceiling price of $68.63 for March 2026 [415]. - Additional derivative contracts entered into after December 31, 2025 include 702,000 Bbls with a weighted average floor price of $63.72 and a ceiling price of $68.49 for September 2026 [416].

Financial Performance - Net sales for 2025 were $434,166, an increase of $15,861 compared to $418,305 in 2024, with the ALP segment contributing significantly to this growth [130]. - The net loss attributable to Ampco-Pittsburgh was approximately $(66,067) or $(3.28) per common share for 2025, including a net after-tax charge of $63,348 related to various charges [152]. - The company reported a net loss of $63.542 million in 2025, compared to a net income of $2.351 million in 2024, indicating a significant decline in profitability [208]. - Operating loss for 2025 was $(44,679), a decrease of $55,173 compared to an operating income of $10,494 in 2024, impacted by the Deconsolidation Charge and Exit Charges [156]. - Comprehensive loss attributable to Ampco-Pittsburgh was $27.435 million in 2025, compared to a loss of $3.409 million in 2024 [208]. - The total assets decreased to $495.355 million in 2025 from $530.896 million in 2024, a reduction of 6.7% [206]. - The company’s retained deficit widened to $138.626 million in 2025 from $72.559 million in 2024, indicating a deterioration in financial health [210]. - Operating costs and expenses rose to $488.645 million in 2025, up from $406.136 million in 2024, reflecting an increase of 20.3% [207]. Order Backlog and Sales - The backlog of orders as of December 31, 2025, was approximately $328.9 million, down from $378.9 million at the end of 2024, with a decrease of about $41.9 million in the FCEP segment and $8.0 million in the ALP segment [32]. - Backlog decreased to $328,937 as of December 31, 2025, from $378,884 in 2024, with approximately 6% expected to be released after 2026 [136]. - Backlog decreased by $41,926 to $208,604 at December 31, 2025, from $250,530 at December 31, 2024, with approximately 6% expected to ship after 2026 [158]. Segment Performance - The FCEP segment aims to improve profitability by maintaining a strong position in the roll market and enhancing operational efficiency and equipment reliability in 2026 [18]. - The ALP segment is focusing on revenue growth, minimizing inflationary and tariff effects, and strengthening engineering and manufacturing capabilities for growth opportunities in 2026 [19]. - The FCEP segment is facing soft but stable demand for steel, with global steel manufacturing capacity exceeding consumption [18]. - The ALP segment has successfully increased market share in power generation and U.S. military markets despite rising production costs due to inflation [19]. Financial Risks and Challenges - A significant portion of the company's sales is dependent on the global steel and aluminum industries, which are subject to cyclical demand and economic downturns, potentially impacting profitability [48]. - Excess global capacity in the steel industry may lead to lower prices for the company's products, adversely affecting sales and profit margins [49]. - The company faces risks related to potential impairment of long-lived assets due to cyclicality in end-market demand [50]. - The company has undertaken restructuring initiatives to improve efficiency, but there is no assurance that the expected benefits will be realized, which could negatively impact financial results [51]. - The imposition of tariffs on steel and aluminum imports has negatively impacted operations and financial performance, with potential for further adverse effects [59]. - Increases in energy and commodity prices could reduce profit margins or result in losses, particularly if fixed-price contracts do not cover unexpected price hikes [63]. - The company may experience disruptions due to pandemics or geopolitical conflicts, which could adversely affect financial condition, results of operations, and liquidity [69]. - Economic conditions, including inflation and geopolitical conflicts, could have an adverse effect on the company's business and financial performance [84]. Operational and Strategic Initiatives - The Corporation closed its non-core steel distribution facility in Ohio in 2025 and merged AUP into Union Electric Steel Corporation [17]. - The Corporation is actively monitoring geopolitical matters and economic conditions that may impact its operations and financial condition [20]. - The Corporation's subsidiaries do not rely on any single supplier for raw materials, which are subject to significant price variations [30]. - The Corporation is focused on improving profitability in the FCEP segment by enhancing operational efficiency and equipment reliability following a significant capital equipment program [127]. Cash Flow and Liquidity - Cash and cash equivalents at the end of 2025 were $10,703, down from $15,427 at the end of 2024, a decrease of approximately 30.6% [173]. - Net cash flows provided by operating activities decreased to $1,344 in 2025 from $18,028 in 2024, a decline of approximately 92.6% [173]. - The current portion of debt increased by approximately $3,500 as of December 31, 2025, compared to December 31, 2024 [179]. - The Corporation anticipates sufficient liquidity to finance operational requirements, debt service costs, and capital expenditures [183]. Cybersecurity and Regulatory Risks - The Corporation's cybersecurity risk management program includes a standardized Written Information Security Policy (WISP) and an Incident Response Plan (IRP) to address potential cyber threats [92][98]. - The Corporation has not experienced any known material breaches or losses related to cyber-attacks to date, but acknowledges that a cybersecurity breach could materially affect its business and financial condition [96]. - A change in the existing regulatory environment could negatively impact operations, financial performance, and liquidity, potentially affecting revenue streams and overall financial position [73]. - The company is subject to audits by tax authorities, which may result in assessments of additional taxes that could adversely affect financial condition and liquidity [74]. Shareholder and Market Information - The number of registered shareholders decreased from 345 in 2024 to 317 in 2025, reflecting a decline in shareholder engagement [114]. - The Corporation suspended quarterly cash dividends in June 2017, indicating a shift in capital allocation strategy [113]. - The company's average global market capitalization over the 30-day trading period ended December 31, 2025, was $69.5 million, while total shareholders' equity was $32.6 million [79].

Financial Performance - In 2025, the company's net sales declined by approximately 6% to $515,114, compared to $547,306 in 2024, with domestic sales remaining flat and international sales down by 14%[118]. - The gross profit margin improved to 29% in 2025, up from 22% in 2024, driven by a reduction in the cost of sales, which decreased to 71% of net sales from 78%[119][123]. - The company recorded a net loss of $49,882 (or $1.75 per share) in 2025, an improvement from a net loss of $126,340 (or $4.50 per share) in 2024[122]. - Operating expenses decreased by 21% in 2025 compared to 2024, due to lower spending on transformation and asset impairment charges[120]. - The Company experienced a significant decline in customer prepayments in 2025, which were notably below the levels received in 2024, impacting liquidity and working capital needs[78]. - Comprehensive loss for 2025 was $43.2 million, compared to a comprehensive loss of $139.1 million in 2024, indicating a significant improvement[189]. - The company reported a foreign currency translation adjustment of $6,729 thousand in 2024, which was a significant factor in the overall equity changes[195]. Sales and Customer Concentration - The company's largest three customers accounted for 13%, 12%, and 12% of total sales in 2025, compared to 14%, 13%, and 11% in 2024[26]. - In 2025, the top three customers represented 36% of the Company's sales, down from 38% in 2024 and 37% in 2023, indicating a slight decrease in customer concentration risk[86]. - International net sales for 2025 were $203.4 million, accounting for 39.5% of net sales, compared to $236.6 million (43.2%) in 2024 and $234.9 million (40.5%) in 2023[57]. Operational Efficiency - The company has implemented a business improvement plan to optimize manufacturing and supply chain costs, leading to decreased operating expenses[23]. - The company has made significant investments in its research facilities, including the Glenn A. Wintemute Research Center, to support new product development[93]. - The company has successfully implemented price increases on its products in response to inflationary pressures, although inflation has led to decreased demand due to customer destocking[166]. Regulatory and Compliance Risks - The company faces regulatory risks, including compliance with environmental regulations that could increase operational costs or limit product marketing[59]. - The company is dependent on a limited number of suppliers for certain raw materials, which poses a risk to achieving projected sales[68]. - Changes in tax laws or regulations in various jurisdictions could have a material adverse effect on the company's financial performance[72]. Debt and Financing - The Company refinanced its debt structure in March 2026, replacing the existing revolving credit agreement with a first lien term loan of $225 million and a second lien term loan of $60 million[77]. - The Company's average debt for 2025 was $194,669, slightly down from $195,160 in 2024, with an effective interest rate increase from 8.0% to 8.5%[132]. - The maturity date of the Credit Agreement has been extended to December 31, 2026, with borrowing capacity adjustments to $245,000 until November 29, 2025, decreasing to $180,000 through December 31, 2026[145]. Inventory and Asset Management - Inventory reserves were significantly reduced to approximately $3,802 in 2025 from $21,417 in 2024, reflecting improved inventory management[119][126]. - The company incurred impairment of assets amounting to $25,395 thousand in 2025, down from $50,414 thousand in 2024, reflecting improved asset management[195]. - The Company recorded intangible asset impairment charges of $1,802 in 2025, down from $9,345 in 2024, indicating improved asset management[153]. Employee and Organizational Structure - The company employed 739 employees as of December 31, 2025, with no employees subject to collective bargaining agreements[44]. - The company has a single reportable segment, primarily focused on agricultural, commercial, and consumer chemical products[19]. Environmental Commitment - The company has a commitment to environmental stewardship, focusing on reducing energy consumption, greenhouse gas emissions, and waste generation[38]. - The Company is committed to minimizing environmental risks and complying with regulations, but may still face liabilities that could impact financial performance[76]. Market and Competitive Landscape - The Company is exposed to market risks related to fluctuations in commodity prices, which can affect demand for its products used in row crops like corn, soybeans, and cotton[75]. - The Company faces competition from generic competitors operating at thinner gross margins, which could pressure pricing and profitability[85]. - The Company operates in regions with potential political and economic instability, which could adversely affect its financial performance[83]. Future Outlook - The Company anticipates that cash flows from operations, current cash on hand, and credit facilities will be sufficient to meet working capital and capital expenditure needs for at least the next 12 months[148]. - The company is expected to continue streamlining its corporate structure and enhancing IT systems to further reduce costs in the coming quarters[116].

Loan Portfolio - As of December 31, 2025, the company had net loans of $2.0 billion, representing 78.9% of total assets[44] - The loan portfolio primarily consists of commercial real estate loans totaling $1.8 billion, which constitutes 86.0% of total loans[45] - The company’s commercial real estate loans include $506.2 million of owner-occupied loans (24.5% of total loans) and $950.4 million of non-owner occupied loans (46.0% of total loans) as of December 31, 2025[56] - The average loan size in the commercial real estate portfolio was approximately $1.3 million, with a weighted average loan-to-value ratio of 55.5%[62] - The company originated $7.3 million in commercial real estate SBA 7(a) loans during 2025 and sold $2.2 million of the guaranteed portion, recognizing a gain of $152,000[61] - The aggregate amount of loans to the ten largest borrowers was approximately $266.9 million, or 12.9% of total loans, as of December 31, 2025[47] - The company held $49.9 million in undisbursed real estate-related loan commitments as of December 31, 2025[55] - The company’s authorized legal lending limit for unsecured loans was $47.0 million, and for specific secured loans, it was $78.3 million as of December 31, 2025[54] - The company’s commercial real estate loans may carry higher interest rates and shorter terms compared to residential real estate loans, with terms generally limited to 15 years or less[57] - As of December 31, 2025, agricultural real estate secured loans totaled $10.3 million, representing 0.5% of total loans[63] - The commercial real estate loan portfolio amounted to $1.77 billion as of December 31, 2025, an increase from $1.67 billion in 2024[64] - The largest commercial real estate loan had a net outstanding balance of $26.0 million, secured by a church in San Diego, California[65] - Construction and land loans outstanding were $9.0 million, representing 0.4% of total loans, with an average loan size of approximately $896,000[66] - One-to-four family residential loans totaled $113.2 million, or 5.5% of total loans, including a significant loan of $36.9 million secured by a multi-unit residential property[71] - Home equity loans and lines of credit amounted to $4.8 million, or 0.2% of total loans, with unfunded commitments totaling $5.8 million[72] - The Bank originated $3.0 million in commercial and industrial SBA 7(a) loans during 2025, selling $1.3 million of the guaranteed portion for a gain of $120,000[77] - Loans enrolled in the California Capital Access Program totaled $9.3 million, or 0.5% of total loans, as of December 31, 2025[79] - Loans in the On-Road Heavy-Duty Vehicle Air Quality Loan Program amounted to $19.0 million, or 0.9% of total loans[80] - Agricultural operating loans were $265,000, representing 0.01% of total loans, highlighting the company's focus on agricultural financing[78] - As of December 31, 2025, consumer loans totaled $916,000, representing 0.04% of total loans[86] Investment and Borrowings - The total investment in debt securities was $179.7 million, with an average yield of 4.1% and an estimated duration of 5.9 years[102] - The investment in equity securities amounted to $12.6 million, with holding periods determined by market conditions[103] - At December 31, 2025, the Bank had $261.2 million in reciprocal CDARS deposits and $119.9 million in ICS deposits[92] - The Bank had $580.7 million of available credit capacity with the Federal Home Loan Bank of San Francisco, with no advances outstanding[94] - The Company redeemed all outstanding subordinated notes during the third quarter of 2025, resulting in no outstanding notes as of December 31, 2025, compared to $63.7 million as of December 31, 2024[97] - The Bank's total borrowings included junior subordinated deferrable interest debentures totaling $8.7 million as of December 31, 2025[98] Regulatory Compliance and Risk Management - The Company employs client acquisition strategies to generate new account and deposit growth, including referral incentives and targeted marketing campaigns[88] - The Bank's investment policy aims to maintain a high-quality portfolio while managing risks, including credit and interest rate risk[101] - The FDIC insures deposit accounts in the Bank up to $250,000 per separately insured deposit ownership right or category[112] - The Bank paid $1.1 million in FDIC assessments for both the year ended December 31, 2025, and the year ended December 31, 2024[114] - As of December 31, 2025, the Bank's aggregate recorded loan balances for construction, land development, and land loans were 2.0% of total regulatory capital[131] - The Bank's commercial real estate loans were 411.1% of total regulatory capital as of December 31, 2025, exceeding the supervisory screening level for commercial real estate concentration risk[131] - To be considered "well capitalized," a depository institution must have a Tier 1 risk-based capital ratio of at least 8%, a total risk-based capital ratio of at least 10%, a CET1 capital ratio of at least 6.5%, and a leverage ratio of at least 5%[124] - The minimum capital ratios under capital regulations include a common equity Tier 1 (CET1) capital ratio of 4.5% of risk-weighted assets and a total risk-based capital ratio of 8.0% of risk-weighted assets[120] - The Community Reinvestment Act (CRA) rating received by the Bank was "Satisfactory" in its most recently completed examination[137] - The Bank has not elected to use the Community Bank Leverage Ratio (CBLR) framework and continues to calculate and report regulatory capital under the generally applicable risk-based capital rules[125] - The federal banking agencies proposed reducing the CBLR requirement to 8.0% in November 2025[125] - The FDIC may terminate the deposit insurance of any insured depository institution if it determines that the institution has engaged in unsafe or unsound practices[117] - The federal banking regulatory agencies have prescribed guidelines for all insured depository institutions relating to internal controls, information systems, and internal audit systems[118] Corporate Governance and Compliance - The Bank's dividends to the Company are limited by California law to the lesser of retained earnings or net income for the last three fiscal years, minus any distributions made during that period[139] - The Bank must meet capital conservation buffer requirements to avoid limitations on dividend payments, and federal law prohibits capital distributions if the institution would be "undercapitalized" post-distribution[139] - The California Consumer Privacy Act (CCPA) grants California residents rights regarding their personal information, which may require the Bank to implement significant changes in technology and processes for compliance[143] - Non-compliance with privacy and cybersecurity laws could result in substantial fines, penalties, and reputational harm to the Bank[144] - The SEC's new rules require registrants to disclose material cybersecurity incidents and annual information regarding their cybersecurity risk management and governance[145] - The Bank is subject to comprehensive regulation by the Federal Reserve under the Bank Holding Company Act (BHCA), which includes filing quarterly reports and compliance with capital regulations[152][157] - The Dodd-Frank Act imposes new restrictions and oversight for depository institutions, including requirements for shareholder votes on executive compensation and disclosures related to financial performance[159] - The Volcker Rule restricts financial institution holding companies from engaging in proprietary trading and holding certain interests in investment funds, necessitating continuous review of investment strategies[160] - The Federal Reserve must approve acquisitions of banks located in states other than the holding company's home state, with specific limitations on deposit control[161][162] Workforce and Talent Management - As of December 31, 2025, the company had approximately 327 full-time equivalent employees, with 70% identifying as female and 30% as male, and women holding 66% of management roles[174] - The average tenure of employees was 6.3 years, indicating a stable and experienced workforce[174] - The company has a dual approach to talent strategy, focusing on internal development and external hires to foster loyalty and innovation[178] Interest Rate Sensitivity - The company reported a dollar change in net interest income sensitivity of $(18,022) thousand for a -300 basis point shift in interest rates as of December 31, 2025, reflecting a 9% decrease[447] - For the same date, a +100 basis point shift would result in a dollar change of $(3,187) thousand, indicating a 2% decrease in net interest income[447] - The company maintained a well-balanced asset-liability profile designed to manage interest rate risk while supporting ongoing growth[449] - The redemption of subordinated debt during the year reduced interest expense and shifted the funding structure toward lower-cost deposits[449] - The company's sensitivity analysis indicates that net interest income is more resilient to moderate rate changes but remains exposed to larger shifts in rates[449] Competitive Landscape - The company operates in a highly competitive financial services industry, competing with banks, credit unions, and FinTech companies for loans and deposits[167]

Financial Losses and Taxation - The company has U.S. federal net operating losses (NOLs) of $256.1 million expiring between 2029 and 2037, and state NOL carryforwards of $554.6 million beginning to expire in 2026[199]. - The company has recognized additional U.S. federal NOLs of $690.5 million generated after December 31, 2017, which can be carried forward indefinitely but are limited to 80% of taxable income for years beginning after December 31, 2020[199]. - The company has established a full valuation allowance against its NOLs and tax credit carryforwards due to recurring net operating losses, potentially limiting future cash flow benefits[200]. Clinical Trials and Regulatory Risks - The company is currently not engaged in any material clinical or preclinical trials, with ongoing post-marketing pediatric Phase 4 clinical study of ROLVEDON[202]. - The regulatory approval process for future product candidates is expensive and time-consuming, with significant delays possible due to varying interpretations of clinical trial data[208]. - The company relies on third-party contract research organizations for clinical trials, which may affect the ability to obtain regulatory approvals if they fail to perform[211]. - The company is subject to risks associated with NDAs submitted under Section 505(b)(2) of the FDCA, which may lead to delays and patent litigation before commercialization[215]. Legal and Insurance Risks - The company may face significant expenses from ongoing legal proceedings, including shareholder litigation related to the Spectrum Merger and product approvals, which could impact financial condition and operations[196]. - The company has obtained product liability insurance for current products and clinical trials, but future coverage may be inadequate or unavailable[198]. - The company may be unable to maintain adequate insurance coverage for product liability, which could adversely affect its business and financial condition[204]. Stock Market and Shareholder Risks - The common stock is at risk of being delisted from Nasdaq if it fails to maintain a minimum bid price of $1.00 for 30 consecutive business days[219]. - Past non-compliance with the Bid Price Rule required grace periods and reverse stock splits, raising concerns about future compliance[219]. - A delisting could adversely affect market liquidity, stock price, and the ability to obtain financing, potentially leading to a "fundamental change" under the 2027 Convertible Notes[220]. - The stock price has historically been volatile, influenced by various factors beyond the company's control, which may continue to affect investor confidence[221]. - Significant drops in stock price could lead to shareholder lawsuits, impacting capital raising efforts[222]. - Activist shareholders have previously caused disruptions, resulting in legal fees and potential interference with strategic plans[225]. - The company faces risks from unsolicited takeover attempts, which could distract management and disrupt operations[226]. - Conversions of the 2027 Convertible Notes or future stock sales could lower the market price of common stock and adversely impact trading prices[227]. Management and Operational Risks - The company is dependent on the continued services of its executive management team, with recent leadership changes posing risks to business continuity[228]. - Cybersecurity incidents pose significant risks, including data breaches and operational disruptions, which could lead to substantial costs and reputational harm[233]. Technology and Regulatory Challenges - The use of AI and ML technologies presents new risks and challenges that could negatively impact the company's business operations[237]. - Potential regulatory fines or penalties may arise from the use of AI/ML, affecting business practices and efficiency[237]. - Vendors incorporating AI/ML tools may not meet evolving regulatory or industry standards, posing additional risks[238]. - The company may face reputational harm and liability due to the misuse of sensitive data by bad actors using AI/ML[238].

Financial Position - As of December 31, 2025, the company had total assets of $2.8 billion, net loans of $2.1 billion, total deposits of $2.4 billion, and stockholders' equity of $301.1 million[20]. - Total deposits in Baton Rouge, Louisiana amount to $1,078 million, representing a market share of 4.2%[40]. - In Evangeline Parish, Louisiana, total deposits are $158 million, with a significant market share of 19.9%[40]. - The bank holds $141 million in deposits in Sumter County, Alabama, capturing 48.6% of the market[40]. - As of December 31, 2025, approximately 77% of total deposits of $2.4 billion were from southern Louisiana, with Texas and Alabama contributing approximately 6% and 17% respectively[133]. - As of December 31, 2025, the company had 9,798,948 shares outstanding and 226,602 shares subject to options granted under its incentive plan[174]. Revenue and Loan Composition - Income from lending activities comprised 83% of total revenue for the year ended December 31, 2025, compared to 81% in 2024 and 84% in 2023[25]. - Approximately 48% of total loans at December 31, 2025, were commercial real estate loans, with owner-occupied loans making up about 44% of this portfolio[27]. - Construction and development loans accounted for approximately 7% of total loans at December 31, 2025[26]. - Commercial and industrial loans represented approximately 27% of total loans at December 31, 2025[27]. - The consumer mortgage portfolio was approximately $224.5 million at December 31, 2025, following the exit from the consumer mortgage origination business in Q3 2023[30]. - Approximately 72% of the total loan portfolio was secured by real estate as of December 31, 2025, indicating significant exposure to the real estate market[137]. - The energy sector comprises approximately 4.7% of total loans as of December 31, 2025, suggesting some exposure to volatility in this industry[136]. Acquisitions and Growth Strategy - The company completed its acquisition of Wichita Falls Bancshares, Inc. on January 1, 2026, for an aggregate transaction value of $112.9 million, which included $7.2 million in cash and 3,955,272 shares of common stock[33]. - The company aims for growth through acquisitions and has identified significant opportunities for franchise expansion both organically and through strategic acquisitions[21]. - The company has completed eight whole-bank acquisitions since 2011, highlighting a strategy focused on growth through acquisitions despite associated risks[132]. - The company’s strategy includes organic growth and multi-state expansion, with operations extending into Texas and Alabama[127]. Regulatory Compliance and Capital Requirements - The bank is subject to regulatory capital requirements, including a minimum common equity Tier 1 capital ratio of 7% when including a 2.5% capital conservation buffer[58]. - As of December 31, 2025, the bank was in compliance with all applicable minimum regulatory capital requirements[59]. - The company met the requirements to be categorized as well-capitalized under the prompt corrective action framework as of December 31, 2025, with a leverage capital ratio of at least 5% and a common equity Tier 1 capital ratio of at least 6.5%[67]. - The company is subject to restrictions on dividends, which require net income over the last four quarters to fully fund dividends and maintain minimum required capital adequacy ratios[74]. - The company must obtain prior approval from the Federal Reserve for significant acquisitions, including acquiring more than 5% of voting stock or merging with other bank holding companies[68]. - The company is required to submit a capital restoration plan if categorized as undercapitalized, which restricts its ability to increase average total assets or engage in new business lines[65]. Operational Risks and Challenges - The cumulative effect of laws and regulations significantly increases operational costs, negatively impacting profitability[101]. - Economic uncertainty and inflation have led to constrained loan demand in 2023 and 2024, affecting the company's credit risk and operational costs[122]. - High interest rates could lead to increased loan defaults and necessitate further increases to the ACL, adversely affecting financial performance[117]. - The company faces risks from geopolitical tensions and economic conditions that could disrupt operations and financial markets[110]. - The company faces intense competition from larger financial institutions, which may adversely affect profitability and long-term growth[156]. - The company faces risks related to fintech innovations, which could disrupt traditional banking practices and require adaptation to retain and acquire customers[169]. Cybersecurity and Consumer Protection - The company has implemented a privacy protection policy to comply with federal laws limiting the sharing of consumer financial information[86]. - Federal guidelines require the company to maintain a comprehensive information security program to protect customer information from unauthorized access[87]. - The company has adopted procedures to comply with regulatory cybersecurity guidance, enhancing its cyber risk management[89]. - The company is exposed to significant fraud risks, including identity theft and account takeover, which have become more sophisticated in recent years[159]. - The company has maintained a quarterly dividend on its common stock since 2011, but is not obligated to pay dividends on either common or preferred stock[202]. Shareholder Information and Stock Performance - The common stock is listed on the Nasdaq Global Market under the symbol "ISTR," with approximately 732 holders of record as of March 12, 2026[201]. - The cumulative total shareholder return on the company's common stock was $179.78 as of December 31, 2025, compared to $100 at the end of 2020[208]. - The company has a share repurchase program with no expiration date, having approved an additional 350,000 shares and 300,000 shares for repurchase in July 2023 and September 2022, respectively[212]. - The total number of shares that may be purchased under the repurchase program is 381,396 shares[211]. - The company issued $32.5 million of Series A Preferred Stock in 2025 to support the acquisition of WFB and for general corporate purposes, including organic growth[154].

IPO and Financial Proceeds - The company completed its Initial Public Offering on January 9, 2026, raising gross proceeds of $287.5 million from the sale of 28,750,000 Units at $10.00 per Unit[21]. - A total of $287.5 million was placed in the Trust Account maintained by Continental, acting as trustee, following the IPO and the exercise of the over-allotment option[23]. - An additional $7.75 million was raised from the sale of 7,750,000 Private Placement Warrants at $1.00 per warrant, with the total proceeds placed in the Trust Account amounting to $287.5 million[134][145]. - The company incurred total transaction costs of $17,870,483, which included a cash underwriting fee of $5 million and a deferred underwriting fee of $12.25 million[136][145]. - The cash underwriting discount paid to the underwriters at the closing of the Initial Public Offering was $5,000,000, which is 2.0% of the gross proceeds[154]. - A deferred underwriting discount of 4.00% of the gross proceeds held in the Trust Account, up to $12,250,000, is payable upon completion of the Initial Business Combination[155]. - The company has approximately $275.3 million available for a Business Combination as of January 9, 2026, after accounting for $12.25 million in deferred underwriting fees and taxes payable[52]. Business Combination Plans - The company aims to complete its initial Business Combination by January 9, 2028, which is 24 months from the IPO closing date[24]. - The company may seek to extend the completion window, which would require approval from Public Shareholders, potentially impacting the Trust Account and capitalization[25]. - The company intends to acquire 100% of the equity interests or assets of the target business, but may also acquire less than 100% if it meets certain objectives, provided it holds 50% or more of the voting securities[41]. - The company may pursue an initial Business Combination with affiliated companies, but will obtain a fairness opinion from an independent entity to ensure the financial terms are fair[42]. - The company has not yet selected a Business Combination target and has not initiated substantive discussions with any potential targets[55]. - The company has a completion window to finalize the initial Business Combination, failing which it will redeem Public Shares at a price based on the Trust Account balance[95]. - The company has entered into a Business Combination Agreement with Bleichroeder Acquisition 2 France and Pasqal Holding SAS on February 28, 2026[116]. Management and Strategy - The management team, led by Co-Founders Michel Combes and Andrew Gundlach, has extensive experience in the technology sector, which is expected to provide a competitive advantage in identifying Business Combination opportunities[27]. - The company is focusing on businesses in the technology, media, and telecommunications sectors, as well as those undergoing transformation through technology adoption[1]. - The company has developed investment criteria for target businesses, including strong management teams, defensible market positions, and opportunities for growth and profitability[35]. - The company has established a proactive sourcing strategy to identify potential Business Combination opportunities leveraging its management team's network[33]. - The management team will conduct extensive due diligence on prospective target businesses, including meetings with management and reviews of financial information[37]. - The management team has developed a broad network of contacts that provides a substantial number of potential initial Business Combination targets, enhancing deal flow opportunities[46]. Shareholder and Redemption Rights - Public Shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[74]. - If the cash consideration required for redemptions exceeds the available cash, the initial Business Combination will not be completed, and all shares submitted for redemption will be returned[75]. - Shareholder approval will be required for the initial Business Combination if the company issues more than 20% of its outstanding Ordinary Shares[71]. - The company may conduct redemptions without a shareholder vote under certain conditions, but will seek approval if required by law or stock exchange rules[65]. - The company anticipates that its Sponsor, directors, and officers may engage in privately negotiated transactions to acquire Public Shares[68]. - Public Shareholders may redeem their shares irrespective of their voting decision, and the redemption process will remain open for at least 20 business days[82]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for a pro rata share of the Trust Account[93]. - The company requires at least 8,333,334 Public Shares, or 33.33% of the 25,000,000 Public Shares sold in the IPO, to be voted in favor of the initial Business Combination for approval by an ordinary resolution[80]. - If the initial Business Combination is structured as a statutory merger, 13,888,890 shares, or approximately 55.55% of the 25,000,000 Public Shares, must be voted in favor for approval by a special resolution[80]. Risks and Challenges - The company may face risks associated with a lack of business diversification, as success may depend entirely on the performance of a single business post-transaction[60]. - The assessment of a target business's management team may not be accurate, and the future management may lack the necessary skills to manage a public company[61]. - The company is facing competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[105]. - The company is subject to various risks, including the inability to complete a Business Combination within the prescribed time frame and potential conflicts of interest among officers and directors[118][119]. - The Trust Account balance may be subject to creditor claims, potentially reducing the per-share redemption amount below $10.00[99]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering, but remains vulnerable to such risks[122]. Financial Performance and Reporting - For the period from August 27, 2025, to December 31, 2025, the company reported a net loss of $62,576, primarily due to formation and administrative costs[142]. - The company has not generated any revenues to date and does not expect to do so until after completing a Business Combination[141]. - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[107]. - The company will provide audited financial statements of the prospective target business to shareholders as part of the proxy solicitation materials[108]. - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[111]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[113]. - The company has no off-balance sheet arrangements or long-term liabilities, except for a monthly payment of $18,000 to an affiliate of the Chief Operating Officer[151]. Governance and Management Compensation - Two independent directors, Philippe Nyssen and Clemence Rasigni, were appointed to the Board of Directors on February 10, 2026[115]. - The audit committee consists of independent directors, including Antoine Theysset, and is responsible for overseeing the integrity of financial statements and compliance with legal requirements[184]. - The compensation committee, which includes Antoine Theysset, reviews and approves the corporate goals relevant to the CEO's compensation and evaluates performance[185]. - The company has adopted a Clawback Policy to recover erroneously awarded incentive-based compensation from executive officers in the event of an accounting restatement[196]. - Directors and management team members may receive consulting or management fees from the combined company after the initial Business Combination, with full disclosure to shareholders[199]. - The company does not intend to ensure that management team members maintain their positions after the initial Business Combination, although some may negotiate arrangements[201]. - Payments to the Chief Operating Officer include $18,000 per month plus expenses, with a total potential payment of $600,000 upon completion of the initial business combination[215]. Shareholder Structure - As of March 16, 2026, the total number of outstanding Ordinary Shares is 38,333,333, with Bleichroeder Sponsor 2 LLC and its affiliates owning 24.4% of the total shares[202]. - Linden Advisors LP and Millennium Management LLC each hold 1,500,000 Class A Ordinary Shares, representing 5.2% of the total shares[206]. - Continental General Insurance Co owns 2,000,000 Class A Ordinary Shares, accounting for 7.0% of the total shares[206]. - The company’s sponsor paid $25,000 for 9,583,333 founder shares, equating to approximately $0.003 per share[209]. - The company’s sponsor and affiliates purchased 7,750,000 Private Placement Warrants for a total of $7,750,000, priced at $1.00 per unit[210]. - Up to $2,000,000 in loans from the sponsor may be convertible into Private Placement Warrants at a price of $1.00 per warrant[216].

Financial Performance - In 2025, audiences consumed over 276 million hours of content, generating more than $450 million in attributable transactions for commerce partners[20]. - BuzzFeed's advertising revenue is driven by high engagement and a shift to digital advertising, with significant value provided to advertisers through brand-safe content[42]. - The company’s revenue is typically highest in the fourth quarter due to strong advertising and consumer spending during this period[78]. - For the year ended December 31, 2025, the company reported a net loss from continuing operations of $57.3 million and an accumulated deficit of $679.6 million[123]. - Total revenue decreased by 2% in 2025 compared to 2024, indicating ongoing challenges in revenue generation[123]. - The company has incurred operating losses in the past and may continue to do so in the future, raising concerns about its ability to maintain profitability[84]. - A single customer, Amazon, accounts for the majority of the company's affiliate commerce revenue, making it vulnerable to revenue loss if this relationship deteriorates[122]. - The company anticipates insufficient resources to fund its cash obligations for the next 12 months, indicating substantial doubt about its ability to continue as a going concern[94][95]. - The company has significantly reduced operating expenses since 2022, excluding non-cash impairment charges, but profitability remains uncertain[123]. Business Model and Revenue Streams - BuzzFeed's business model includes revenue from advertising, content, and commerce, with a commitment to margin expansion and positive cash flows[39]. - BuzzFeed's content revenues include payments for custom assets, with a focus on scalable and repeatable content that resonates with advertisers[43]. - The company relies significantly on affiliate and advertising exchanges, with top 10 direct customers contributing approximately 7% of total revenue for the year ended December 31, 2025[52]. - The company has established a strong value proposition for customers, including Fortune 500 companies, across various industries[50]. - BuzzFeed's strategic partnerships enhance its value proposition, with partners often increasing their average spend by utilizing multiple solutions[48]. Employee and Diversity Initiatives - As of December 31, 2025, the company had 507 employees located across five countries, with approximately 14.6% unionized[53]. - As of December 31, 2025, Black, Indigenous, and People of Color (BIPOC) employees constituted 38% of the employee population, and 64% identified as female[58]. - The company has implemented programs to support employee wellness, including mental health and family support services[54]. - The company is committed to diversity, inclusion, and belonging, with initiatives aimed at increasing representation and supporting diverse employees[59]. Regulatory and Compliance Risks - The company is subject to evolving privacy laws, including the California Consumer Privacy Act (CCPA), which imposes compliance-related costs and obligations[67]. - The company’s business operations may be impacted by regulatory changes regarding data privacy and security, which could lead to increased compliance costs[77]. - The company faces legal and regulatory actions due to security incidents, which could result in significant expenses and liabilities[152]. - International operations present risks related to compliance with diverse legal systems, cultural relevance of content, and competition from local media companies[164]. Market and Competitive Landscape - The U.S. e-commerce market is projected to reach $1.8 trillion by 2030, representing 29% of total retail sales, positioning BuzzFeed to capitalize on this growth[28]. - The company faces significant competition for advertiser spending, competing against both digital and traditional media outlets, which could impact revenue growth[1]. - The company faces challenges in monetizing content through traditional advertising models due to evolving consumer preferences and advertiser caution regarding politically or socially controversial brands[163]. - Audience skepticism towards traditional media is rising, potentially impacting brand reputation and advertising revenue as consumers turn to alternative information sources[161]. Technology and Innovation - The company aims to create an AI-app incubator to enhance interactive storytelling and develop new content formats, leveraging its strong IP[23]. - The company is increasingly integrating AI into its offerings, facing risks related to competition, regulatory scrutiny, and potential reputational harm[126]. - AI-enabled search functionality poses risks to traffic and monetization, particularly affecting news operations and potentially reducing user engagement with source content[2]. - The company is directing significant resources to mitigate risks associated with AI-generated summaries that could lead to reduced advertising revenue and diminished brand recognition[6]. Financial Position and Capital Structure - As of December 31, 2025, the company had cash and cash equivalents of $8.5 million and an accumulated deficit of $679.6 million, with cash used in operations amounting to $18.7 million and a net loss of $57.3 million[87]. - The company entered into a credit agreement providing for an asset-backed term loan with a commitment amount of at least $40.0 million, which was utilized to repay $29.7 million in outstanding convertible senior notes[89][91]. - The company has a current restricted cash balance of $15.8 million, which is pledged as collateral for existing letters of credit, with approximately $15.0 million required to be paid to lenders under the Credit Agreement[88]. - The company may require additional capital to support operations, and its ability to obtain financing will depend on market conditions and operating performance[188]. - The company relies on third-party loans and external financing to fund production and development, which may not guarantee profitability[197]. Operational Challenges - The company has identified a material weakness in its internal control over financial reporting, which could affect the accuracy of its financial statements[84]. - The company is committed to improving internal control processes, with significant resources allocated to address the identified material weakness, which could extend remediation beyond December 31, 2026[179]. - The company faces challenges in maintaining key personnel, which could disrupt operations and hinder strategic execution[129]. - Disruptions in service or technology infrastructure could significantly harm the company's ability to handle traffic and maintain revenue[138]. - The company relies on third-party providers for critical internet connections and data server co-location, which poses risks of service disruptions[139]. Market Conditions and Economic Factors - Adverse macroeconomic conditions, including inflation and potential recession, could negatively impact advertising demand and overall financial performance[9]. - The company anticipates a slowdown in traffic growth, making it increasingly dependent on enhancing ad engagement to maintain revenue levels[11]. - Maintaining and enhancing brand reputation is critical for attracting new traffic, as negative publicity could adversely affect audience engagement and revenue[14]. - Changes in consumer behavior and preferences, particularly regarding AI tools, may impact traffic engagement and advertising effectiveness[19]. Stock and Securities - The company has experienced a significant decline in its Class A common stock price, remaining below $1.00 per share, which could lead to delisting from Nasdaq if compliance is not regained[93]. - The market price of Class A common stock and public warrants is volatile, which may lead to significant fluctuations in response to various factors[210]. - A decline in the market price of securities could adversely affect the company's ability to issue additional securities and obtain financing in the future[214]. - The company may issue additional shares of Class A common stock in the future, which could result in significant dilution to existing stockholders[206].