IPO and Financial Overview - Bayview Acquisition Corp completed its Initial Public Offering (IPO) on December 19, 2023, raising gross proceeds of $60 million by selling 6,000,000 units at $10.00 per unit[21]. - The company has not generated any operating revenues since its inception on February 16, 2023, and does not expect to do so until after completing a Business Combination[20]. - As of December 31, 2025, the company had approximately $566,582 available for working capital following the IPO, after deducting fees and expenses of approximately $370,988[24]. - The company has generated non-operating income in the form of interest from the IPO proceeds, but no operational activities have commenced[20][25]. - The company reported a working capital deficit of $3,414,653, raising substantial doubt about its ability to continue as a going concern[83]. - The company has approximately $575,000 available outside the trust account to fund working capital requirements, which may limit its operational capacity for at least 30 months from the IPO closing[112]. - If the net proceeds from the IPO and Private Placement Units are insufficient, the company may depend on loans from founders or management to fund its search for a business combination[112]. Business Combination Plans - The company entered into a Merger Agreement on June 7, 2024, with Oabay Holding Company, which includes multiple mergers expected to be completed after shareholder approvals[26][27]. - The company has extended the deadline for completing its initial business combination multiple times, with the latest extension pushing the deadline to June 19, 2026[34]. - The company intends to prioritize initial business combinations with private companies in Asia that have strong economics and paths to positive cash flow[43]. - The business combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the trust account[50]. - The company may utilize up to six one-month extensions to complete the business combination, with a $50,000 deposit required for each extension[47]. - The company is not currently considering any specific business combination and has not engaged in substantive discussions with potential targets[54]. - The company may complete its initial business combination without public shareholder approval, as the decision is at the company's discretion[84]. Shareholder Dynamics - Initial Shareholders have agreed to vote in favor of the initial business combination, regardless of public shareholder votes, ensuring a higher likelihood of approval[85]. - Initial Shareholders' shares will represent 63.27% of the outstanding Ordinary Shares after redemptions, increasing the chances of obtaining necessary shareholder approval[86]. - Public shareholders can only redeem their shares for cash if the company does not seek shareholder approval for the business combination[87]. - The company must maintain net tangible assets of at least $5,000,001 post-redemption to proceed with the business combination[88]. - Public shareholders may only receive approximately $10.00 per share upon redemption, or less in certain circumstances, if the initial business combination is not completed[109]. Regulatory and Compliance Issues - The company received notices from Nasdaq regarding non-compliance with listing rules, including a minimum market value of listed securities of $50 million and a minimum market value of publicly held shares of $15 million[37][38]. - The company appealed Nasdaq's determination to delist its securities, with a hearing scheduled for March 31, 2026[41]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2025, as mandated by the Sarbanes-Oxley Act[64]. - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations and exemptions from certain reporting requirements[67][70]. - The company is exempt from certain SEC rules protecting investors in blank check companies due to having net tangible assets exceeding $5,000,001 upon IPO completion[107]. Risks and Challenges - The company may face significant regulatory, liquidity, and enforcement risks if it initiates a business combination with a target company operating in China[73]. - The company may face additional risks related to governmental control and regulations in China, which could significantly impact its operations and the value of its shares[80]. - The increasing number of special purpose acquisition companies may lead to a scarcity of attractive targets, raising costs and complicating the business combination process[91]. - The company may face intense competition from other entities for business combination opportunities, which could limit its ability to acquire target businesses[109]. - The company may not be able to complete its initial business combination if it cannot meet cash conditions or if the aggregate cash consideration exceeds available cash[113]. - The company may face claims from creditors that could reduce the per-share redemption amount below $10.00 per Public Share[115]. - The company may pursue business combinations with affiliated entities, which could raise potential conflicts of interest[179]. Management and Operational Considerations - The management team has extensive experience in mergers and acquisitions, which is critical for identifying attractive acquisition opportunities[42]. - The company has identified and evaluated suitable acquisition transaction candidates as its primary business activity since the IPO[25]. - The company’s management team may negotiate employment agreements with target businesses, potentially leading to conflicts of interest[174]. - The company’s ability to complete its initial business combination is dependent on the efforts of its management team, some of whom may not remain post-combination[172]. - Extensive due diligence may not uncover all material issues in a target business, leading to potential write-downs or impairments post-combination[187]. Market and Economic Factors - Asia is entering a new era of economic growth, driven by private sector expansion and technological innovation, presenting attractive business combination opportunities[44]. - The company may seek acquisition opportunities with early-stage or financially unstable businesses, which could involve significant risks due to lack of proven business models and limited historical financial data[198]. - Economic conditions in the target country, including inflation and government policies, could significantly impact the company's operations and profitability[211][213]. - Political events such as social unrest or regime changes in the country of operation could adversely affect the company's business and assets[203]. - Legal systems in many countries may be unpredictable, complicating the enforcement of legal protections and potentially harming financial conditions[204][205]. Financial Structure and Share Issuance - The company has authorized the issuance of up to 200,000,000 Ordinary Shares, with 2,738,292 Ordinary Shares currently issued and outstanding, leaving 197,261,708 unissued[146]. - Issuing additional shares could significantly dilute the equity interest of investors and may adversely affect market prices for the company's securities[148]. - Founders contributed approximately $25,100 for Founder Shares, leading to an immediate dilution of approximately 107% for public shareholders[153]. - The potential issuance of additional Ordinary Shares could reduce the attractiveness of the company as an acquisition vehicle[156]. - The company issued Rights resulting in the issuance of up to 600,000 Ordinary Shares and an additional 23,250 Ordinary Shares from private rights[171].

Financial Performance - Cardio's revenue for the year ended December 31, 2025, was $14,825, a decrease of 57.5% from $34,890 in 2024, primarily due to the conclusion of the Family Medicine Specialists' Heart Attack Prevention testing initiative [381]. - The net loss for the year ended December 31, 2025, was $6,498,167, a reduction of $1,885,286 compared to a net loss of $8,383,453 in 2024, mainly due to decreased General and Administrative expenses [380]. - Cash at December 31, 2025 totaled $5,110,630, a decrease of $2,716,857 from $7,827,487 at December 31, 2024 [407]. - Cash used in operating activities for the year ended December 31, 2025 was $5,726,833, compared to $4,993,104 for the year ended December 31, 2024, reflecting an increase in operational cash outflows [408]. - Cash provided by financing activities for the year ended December 31, 2025 was $3,429,286, a significant decrease from $11,941,258 for the year ended December 31, 2024, indicating reduced capital raising efforts [411]. Expenses - Research and Development expenses increased to $641,212 in 2025 from $227,966 in 2024, reflecting an increase of $413,246 due to more personnel in R&D [390]. - General and Administrative expenses decreased to $5,025,570 in 2025 from $6,921,094 in 2024, a reduction of $1,895,524, attributed to lower stock compensation expenses [391]. - Sales and Marketing expenses decreased to $766,888 in 2025 from $1,231,969 in 2024, a decrease of $465,081 due to a restructuring in personnel [389]. - Total amortization expense for the year ended December 31, 2025 was $65,233, compared to $19,738 for the year ended December 31, 2024, indicating a significant increase in amortization costs [395]. - Total other expense for the year ended December 31, 2025 was $(14,089), an improvement from $(17,576) for the year ended December 31, 2024, primarily due to reduced interest expenses [396]. Product Development and Market Expansion - Cardio launched its second product, PrecisionCHD™, in March 2023, an integrated epigenetic-genetic clinical blood test for coronary heart disease detection [372]. - The company has expanded its market presence internationally, with its first international expansion to India, partnering with local organizations to offer testing [372]. - The FDA rescinded its May 2024 final rule regulating Laboratory Developed Tests (LDTs) as medical devices, reverting oversight to CLIA, which may impact future product development and regulatory compliance [379]. Funding and Capital Requirements - The company expects to rely primarily on the ongoing ATM Offering for funding, contingent on favorable market conditions, to meet its cash needs for operations and growth [401]. - The company anticipates that working capital requirements will increase in line with business growth, necessitating additional funds through equity or debt issuance [404]. - The company has incurred losses from operations in each fiscal year since inception, with expectations that this trend will continue for the foreseeable future [402]. Compliance and Legal Matters - The Company received notice from Nasdaq on June 3, 2024, for non-compliance with Listing Rule 5550(a)(2) due to the closing bid price being below $1.00 per share for 30 consecutive business days [423]. - After a reverse stock split in May 2025, the Company regained compliance with the minimum bid price requirement [424]. - The Company is currently in compliance with Nasdaq listing standards, but the market price of its common stock has historically experienced volatility [425]. - If the bid price of the common stock declines below $1.00 per share for a sustained period, the Company could again become non-compliant with Nasdaq's continued listing requirements [426]. - The Company has a contractual obligation to maintain insurance coverage for claims against its directors and officers [421]. - The Company has been contacted by Northland Securities regarding a fee claim of approximately $150,000, but no legal proceedings have been instigated [419]. - The Company believes that the claims asserted in the demand letter regarding the S-4 Registration Statement are without merit and no further disclosures are required [418]. - The Company cannot preclude the possibility that claims or lawsuits related to alleged securities law violations could require significant resources to defend [420].

Product Development - The company is developing its lead product candidate, buntanetap, targeting neurodegenerative diseases such as Alzheimer's disease (AD) and Parkinson's disease (PD) with a focus on inhibiting neurotoxic proteins [439]. - The pivotal Phase 3 AD Trial initiated in February 2025 involves 760 early AD patients, with a 6-month treatment period followed by an additional 12 months to assess disease-modifying efficacy [442]. - The Phase 3 PD Trial was completed on December 4, 2023, showing that buntanetap improved UPDRS scores and stopped cognitive decline in 12% of patients with existing cognitive issues [449]. - The Phase 2/3 AD Trial completed on February 13, 2024, demonstrated that buntanetap improved ADAS-Cog11 scores in early AD patients in a statistically significant manner [450]. - The FDA has aligned with the company on a development path for buntanetap towards filing NDAs for both short-term and long-term efficacy [451]. - The company is refining the proposed protocol for a study in Parkinson's disease dementia (PDD) and plans to initiate the study contingent on additional funding [445]. - The company has completed 12 clinical studies, including two Phase 1/2 studies in early AD and PD patients, which showed improvements in cognition and function [446]. Financial Performance - The company has incurred a net loss of $163.7 million as of December 31, 2025, and expects losses to continue as it develops and seeks regulatory approvals for its product candidates [453]. - Total operating expenses for the year ended December 31, 2025, were $29.7 million, an increase of $3.0 million from $26.7 million in 2024 [464]. - Research and development expenses rose by $5.2 million to $25.2 million in 2025, primarily due to increased costs associated with Phase 3 AD Trial patients [465]. - General and administrative expenses decreased by $2.2 million to $4.5 million in 2025, mainly due to a reduction in stock-based compensation and other costs [466]. - Cash used in operating activities was $25.6 million in 2025, compared to $21.9 million in 2024, reflecting increased clinical trial expenses [484]. - The company expects to incur significant operating losses for the foreseeable future as it ramps up clinical development programs [478]. - As of December 31, 2025, the company's cash and cash equivalents totaled $19.5 million, which may not be sufficient to fund operations for the next 12 months [470][477]. - The company anticipates needing to raise substantial additional capital to complete the development and commercialization of its product candidates [477]. Research and Development Expenses - Research and development expenses in 2025 were primarily related to the Phase 3 AD Trial, with expectations for elevated expenses in 2026 due to ongoing clinical trials and potential NDA filings [459]. - Research and development expenses include costs related to clinical trials and regulatory compliance, with estimates based on third-party services and progress evaluations [492]. Financing Activities - Cash provided by financing activities was $34.6 million in 2025, including $19.2 million from a registered offering with ThinkEquity and $6.8 million from an ATM facility [486]. - Cash provided by financing activities was $26.7 million for the year ended December 31, 2024, including $8.2 million from warrant exercises and $14.6 million from share issuances under the ELOC Purchase Agreement [487]. Stock-Based Compensation - Stock-based compensation expense was $3.8 million for the year ended December 31, 2024, and is projected to be $1.8 million for the year ended December 31, 2025 [497]. - As of December 31, 2025, the company had $1.1 million of unrecognized stock-based compensation expense, which will be recognized over a remaining weighted-average period of 1.1 years [497]. Accounting and Regulatory Compliance - The company adopted ASU No. 2023-09 for the year ending December 31, 2025, which improves income tax disclosures [499]. - The company is evaluating the impacts of ASU 2024-03, effective after December 15, 2026, which requires additional disclosures about specific expense categories [500]. - The company has elected not to take advantage of the extended transition period for emerging growth companies, thus adhering to the same accounting standards as other public companies [501]. Fair Value and Valuation - The fair value of Common Stock Warrant Liabilities is determined using a Black-Scholes option-pricing model, which requires considerable judgment and may lead to significant differences in reported values [498]. - The assumptions used in the Black-Scholes option-pricing model for stock options include expected term, expected volatility, risk-free interest rate, and expected dividends [494][495][496].

Competition and Market Risks - The company faces increased competition from life insurance companies and investment funds, which could adversely affect its ability to acquire quality life insurance policies [97]. - The company is subject to significant competition for life settlement policies, which may limit access to desired policies at acceptable prices [98]. - The supply of life insurance policies in the secondary market may be reduced due to various factors, impacting the company's ability to execute its strategy [96]. - Historical negative public perception of the life settlement industry could affect the value and liquidity of the company's investments [99]. - The company may experience regulatory changes that could impose additional burdens and limit its investment capabilities [84]. Financial and Operational Risks - The company's financial condition may be adversely affected by its outstanding and future indebtedness, impacting operational flexibility [85]. - The Company has approximately $406 million in outstanding indebtedness as of December 31, 2025, which could limit financial flexibility and operational capacity [123]. - The Company has primarily funded its operations through the origination and management of life settlement policies, but it cannot guarantee sufficient cash flow for ongoing operations or growth [128]. - The Company may face challenges in liquidating life insurance policies, impacting its ability to meet cash flow needs [113]. - Increases in insurance premiums by life insurance companies could adversely affect the Company's investment returns and policy values [110]. Regulatory and Compliance Risks - The Company may be subject to claims from life insurance companies and regulatory authorities, which could negatively affect its business operations [103]. - The Company may face increased regulatory burdens if life settlements are classified as securities, which could materially impact its ability to conduct business [140]. - Compliance with U.S. privacy laws is critical, as failure to adhere could result in regulatory investigations, fines, and reputational harm [147]. - The Company is subject to the EU General Data Protection Regulation (GDPR), which imposes complex compliance requirements that could be costly [133]. - The Company may be required to register as an investment company under the Investment Company Act, which would necessitate a significant change in its business model [146]. Data Privacy and Cybersecurity Risks - The company faces privacy and cybersecurity risks related to proprietary information, which could materially impact its business [83]. - The Company is exposed to privacy and cybersecurity risks that could compromise proprietary information and disrupt business operations [106]. - The Company has implemented various policies to comply with data privacy and security laws, but failure to comply could result in government enforcement actions and negatively impact operations [151]. Management and Operational Integrity - The company's success depends on retaining experienced management and key employees, as their loss could harm competitive ability [85]. - The Company must maintain effective internal controls over financial reporting to prevent errors and ensure compliance as a public entity [125]. - The Company has faced challenges in certifying the effectiveness of its internal controls, which could lead to misstatements in its consolidated financial statements and regulatory scrutiny [127]. Investment and Market Volatility Risks - The Company may experience significant risks associated with investments in life insurance policies, which could lead to higher volatility and potential losses [166]. - The Company has broad discretion to issue additional securities, which may lead to substantial dilution for existing stockholders [160]. - The stock repurchase program may not enhance long-term stockholder value and could increase market price volatility [158]. - The market price of the Company's Common Stock may be volatile due to various factors, including operating performance and broader market conditions [163]. - The Company may be exposed to additional risks if it issues debt securities, which could restrict operations and adversely affect stock price [161]. Fraud and Data Reliability Risks - There is a risk of fraud in the origination and sale of life insurance policies, which could lead to significant investment losses for the Company [102]. - The Company faces risks related to the accuracy and reliability of third-party data used for tracking life settlement policies, which could adversely impact revenues [101]. - The Company may face material adverse effects from lawsuits questioning the insurable interest in life insurance policies, which could affect its business [152]. Foreign Operations and Currency Risks - The Company is subject to foreign currency risk due to operations in currencies other than the U.S. dollar, with significant fluctuations in exchange rates impacting financial results [135]. - The Company faces risks from international operations, including geopolitical instability and regulatory reforms that could adversely impact financial results [131].

Regulatory and Compliance Risks - The company is subject to regulatory risks, including potential changes in laws that could impose additional burdens on its operations [84]. - The Company is exposed to regulatory risks related to life settlements, which may be classified as securities, potentially leading to increased compliance costs and operational limitations [140]. - The Company must comply with various U.S. privacy laws, and failure to do so could result in regulatory actions, fines, and reputational harm [147]. - The Company is subject to the EU General Data Protection Regulation (GDPR), which imposes complex compliance requirements that could be costly [133]. - The Company may face increased operating costs and restrictions due to the Luxembourg and EU regulatory frameworks affecting investment advisors [134]. - The Company is currently licensed and operating in 49 states, which may be subject to increased regulation that could restrict its business operations [157]. - Changes in tax laws or regulations could negatively impact the Company's cash flows and results of operations, potentially imposing new costs or restrictions [155]. - The Company has implemented various policies to comply with data privacy and security laws, but failure to comply could lead to government enforcement actions and additional costs [151]. Financial Risks - The company's valuation of life insurance policies is uncertain, as many values are tied to actual maturity dates, which could adversely impact business operations [88]. - The company may fail to accurately forecast life expectancies, which could lead to lower returns on life settlement policies due to people living longer [91]. - The company bears credit risk associated with life insurance companies, which may affect the realization of full value from insurance payouts [85]. - The Company has approximately $406 million in outstanding indebtedness as of December 31, 2025, including $149 million under its Senior Secured Credit Facility [123]. - The Company may incur additional indebtedness in the future, which could affect its financial and operational flexibility [123]. - The Company must ensure timely premium payments on life insurance policies to avoid lapses, which would result in investment losses [108][109]. - The Company bears credit risk associated with life insurance companies, and their insolvency could adversely affect the Company's profits [115][116]. - The Company may not be able to liquidate its life insurance policies when needed, impacting cash flow and liquidity [113][114]. - The Company has faced challenges in certifying the effectiveness of its internal controls, which could lead to misstatements in its consolidated financial statements and regulatory scrutiny [127]. - The Company has primarily funded its operations through the origination and management of life settlement policies, but it cannot guarantee sufficient cash flow for ongoing operations or growth [128]. - The Company intends to continue making investments to support its business but may require additional funds, which may not be available on favorable terms [129]. - The Company is subject to audits in various jurisdictions, which could result in additional tax assessments and impact cash flows [156]. Market and Competitive Risks - The company faces increased competition from life insurance companies and investment funds, which could limit access to quality life insurance policies [97]. - The life insurance policy secondary market has grown, but its future development is uncertain, potentially affecting the company's ability to secure policies [95]. - The company may experience challenges due to negative public perception and political opposition towards the life settlement industry, impacting investment value and liquidity [99]. - Events outside the Company's control, such as geopolitical tensions and economic instability, may disrupt its ability to generate life settlement policies on acceptable terms [139]. - The market price of the Company's Common Stock has been volatile and may continue to fluctuate due to various factors beyond its control [163]. - The Company may experience significant risks associated with investments in life insurance policies, which could lead to higher volatility and potential losses [166]. Operational Risks - The Company relies on medical underwriting firms for life expectancy estimates, which are inherently uncertain and could lead to valuation discrepancies [94]. - The Company faces risks related to the accuracy and reliability of third-party data used for tracking life settlement policies, which could adversely impact revenues [101]. - There is a risk of fraud in the origination and sale of life insurance policies, which could negatively affect investment returns [102]. - The Company may be subject to claims from life insurance companies or regulatory authorities, which could materially impact its business [103]. - The Company relies on data processing systems to manage sensitive information, and any breaches could lead to financial loss and reputational damage [105]. - The Company must maintain effective internal controls over financial reporting to prevent errors and ensure reliable financial reports [125][126]. Shareholder and Stock Risks - The Company has broad discretion to issue up to 200 million shares of Common Stock and 1 million shares of Preferred Stock, which could lead to substantial dilution for existing stockholders [160]. - The Company's stock repurchase program may not enhance long-term stockholder value and could increase stock price volatility [158]. - The Company may be exposed to additional risks if it issues debt securities, which could restrict operations and adversely affect stock price [161]. Litigation Risks - Recent acquisitions have led to litigation and claims that could adversely affect the Company's business and financial results [136]. - The Company may face material adverse effects from lawsuits questioning the insurable interest in life insurance policies, which could impact its business [152].

Valuation and Market Risks - The company's valuation of life insurance policies is uncertain, as many values are tied to actual maturity dates, which could adversely impact business operations [88]. - The company may fail to accurately forecast life expectancies, which could lead to lower returns on life settlement policies due to people living longer [91]. - The life insurance policy secondary market has grown, but its future development is uncertain, and the company may struggle to secure sufficient quality policies [95]. - The company faces increased competition from life insurance companies and investment funds, which could adversely affect its ability to acquire quality life insurance policies [97]. - The company is subject to significant competition for life settlement policies, which may limit access to desired policies at acceptable prices [98]. - The company may experience adverse effects from negative public perception and political opposition towards the life settlement industry, impacting investment value and liquidity [99]. - Increases in insurance premiums by life insurance companies could reduce the value of policies and adversely affect investment returns [110]. - The insolvency of life insurance companies could significantly impact the collectability of policy values, affecting the Company's profits [116]. - Investments in life insurance policies may involve higher risks compared to alternative options, leading to potential losses and volatility for investors [166]. Financial and Operational Risks - The company bears credit risk associated with life insurance companies, which may affect the realization of full value from insurance payouts [85]. - The company's ability to raise capital may be limited, affecting its financial condition and operational flexibility [85]. - The Company has approximately $406 million in outstanding indebtedness as of December 31, 2025, which may limit its financial flexibility [123]. - The Company may face challenges in liquidating life insurance policies, impacting its ability to meet cash flow needs [113]. - The Company has primarily funded its operations through the origination and management of life settlement policies, with uncertainty regarding future cash generation to support ongoing operations [128]. - The Company may require additional financing for future growth, which may not be available on favorable terms, potentially harming its business and financial condition [129]. - The stock repurchase program may not enhance long-term stockholder value and could increase stock price volatility [158][159]. - The Company has the authority to issue up to 200 million shares of Common Stock, which could lead to substantial dilution for existing stockholders [160]. - Issuing additional debt securities may restrict operations and expose the Company to additional risks, potentially affecting the market price of Common Stock [161]. - The trading price of Common Stock has been volatile and may continue to fluctuate due to various factors, including operating performance and market conditions [163][165]. Regulatory and Compliance Risks - The company may face regulatory changes that could impose additional burdens and impact its business operations [86]. - The Company may be subject to claims from life insurance companies and regulatory authorities, which could negatively affect its business operations [103]. - Compliance with the EU General Data Protection Regulation (GDPR) is complex and costly, with potential penalties for non-compliance that could adversely affect the Company's financial condition [133]. - The Company is subject to the Luxembourg supervisory authority and the AIFM Directive, which imposes various regulatory requirements that could increase operating costs and affect business performance [134]. - Regulatory changes regarding life settlements could impose additional compliance burdens, materially impacting the Company's ability to conduct its business [140]. - The Company is currently licensed and operating in 49 states, and increased regulation could impose additional administrative burdens and restrict business operations [157]. - Changes in tax laws or regulations could negatively impact cash flows and results of operations, potentially leading to additional taxes assessed during audits [155][156]. Management and Data Risks - The company's success depends on retaining experienced management and key employees, as losing them could harm competitive ability [85]. - The Company may struggle to attract and retain key management and employees, which could hinder its competitive position in the market [117]. - The Company faces risks related to the accuracy and reliability of third-party data used for tracking life settlement policies, which could adversely impact revenues [101]. - The Company relies on data processing systems to manage sensitive information, and any breaches could result in financial loss and reputational damage [105]. - The Company has implemented policies for data privacy and security compliance, but failure to comply could result in government enforcement actions and operational impacts [151]. - The Company faces risks related to the effectiveness of its internal controls, which could lead to misstatements in financial statements and regulatory scrutiny [127]. - The Company must maintain effective internal controls over financial reporting to prevent errors and ensure compliance as a public entity [125]. Legal Risks - There is a risk of fraud in the origination and sale of life insurance policies, which could lead to significant investment losses for the Company [102]. - The Company may face legal challenges regarding the insurable interest in life insurance policies, which could materially affect its business [152]. - Litigation related to acquisitions could adversely affect the Company's financial results and operations, including increased expenses and potential disruptions [136]. - The Company has policies in place to identify potential STOLI policies, but there is no guarantee that all such policies will be identified, posing investment risks [154].

Investment and Financial Condition - The company's investment securities portfolio has been affected by rising interest rates, leading to unrealized losses in available-for-sale securities, which could impair capital and financial condition if additional securities are sold at a loss [99]. - The company strategically sold securities in 2023 and 2024 to bolster net interest margin, which may incur losses that could impair capital and financial condition [99]. - The company maintains strong liquidity but faces risks of deposit outflows if customers shift to higher-yielding investments [83]. - Bancorp's estimated 31% of deposits were uninsured or uncollateralized as of December 31, 2025, fully covered by available funding sources totaling $2.148 billion, which is 63% of total deposits [82]. - The company is subject to increased regulatory scrutiny, which may raise operational costs and reduce profitability [124]. - The unpredictability of the current regulatory environment poses risks that could materially affect the company's financial condition and operations [123]. Loan and Credit Risk - As of December 31, 2025, approximately 90% of the company's loans had real estate as a primary or secondary component of collateral, with 72% in commercial real estate and 27% in residential real estate [107]. - The company's commercial real estate loans represented 350% of total risk-based capital as of December 31, 2025, indicating a significant concentration risk [109]. - The company maintains allowances for credit losses based on expected credit losses over the contractual lives of loans, reflecting management's evaluation of credit risks and economic conditions [105]. - The company focuses on small to medium-sized businesses, which may be more vulnerable to economic downturns, impacting their ability to repay loans [106]. - The company relies on analytical and forecasting models to estimate expected credit losses, which may be inadequate during market volatility [110]. - The company maintains allowances for credit losses based on management's estimates, which may be subject to significant changes due to economic conditions [105]. Competition and Market Environment - The company faces significant competition from larger financial institutions, which may pressure loan rates and affect profitability [78]. - Recent financial challenges at other banking institutions have led to deposit outflows, negatively impacting customer confidence in regional banks [81]. Regulatory and Compliance Issues - Federal and state laws limit the amount of dividends the Bank can pay to Bancorp, impacting its ability to meet financial obligations [86]. - The company identified a material weakness in internal control over financial reporting, necessitating restatements of financial statements for the years ended December 31, 2023, and 2024 [73]. - The company has begun a remediation plan to enhance internal controls over financial reporting, although some elements are not yet complete [74]. - The company is subject to regulatory scrutiny if total CRE loans exceed 300% of capital and increase by 50% or more over three years [109]. Operational Risks - Cybersecurity risks pose a threat to the company's operations and reputation, with potential financial liabilities from breaches [115]. - The company relies on third-party vendors for critical operations, and any disruption in their services could negatively impact financial condition and results [118]. - Climate change and related regulations may require significant capital expenditures and could adversely affect the company's financial condition due to risks associated with natural disasters [116]. - Climate change may lead to increased operational costs and credit risks due to natural disasters affecting collateral properties [116][117]. - The company depends on third-party vendors for critical operations, which poses risks if these vendors experience disruptions [118]. Technology and Innovation - The company faces significant risks in keeping pace with technological changes in the financial services industry, which could adversely affect its ability to serve clients and manage costs [89]. - The company is currently limited in its deployment of AI technology, primarily using it for internal productivity tools, while evaluating additional capabilities and associated risks [90]. Interest Rate and Economic Impact - The Federal Open Market Committee (FOMC) raised the federal funds rate to a target range of 5.25% to 5.50% by the end of 2023, impacting the company's net interest margin and funding costs [96][97].

Fundraising and Financial Position - The company completed its Initial Public Offering on May 8, 2025, raising gross proceeds of $143.75 million from the sale of 14,375,000 Units at a price of $10.00 per Unit[25]. - An additional $2 million was generated from the private sale of 2,000,000 Private Placement Warrants at a price of $1.00 per warrant[26]. - A total of $144,109,375 has been placed in the Trust Account maintained by Continental, acting as trustee[27]. - The company has approximately $147,910,775 available for a Business Combination as of December 31, 2025, excluding amounts held outside of the Trust Account[57]. - The company has approximately $365,751 in proceeds held outside the Trust Account as of December 31, 2025, to fund costs associated with its dissolution plan[105]. - The company had cash of $365,751 and a working capital surplus of $289,539 as of December 31, 2025[177]. - The total amount placed in the Trust Account after the Initial Public Offering was $144,109,375, which includes $5,750,000 of the Deferred Fee[154]. - The underwriters are entitled to a deferred underwriting discount of $0.40 per unit, totaling up to $5,750,000, payable from the Trust Account after shareholder redemptions[181]. Business Combination Plans - The company must complete its initial Business Combination by August 8, 2026, which is 15 months from the closing of the Initial Public Offering[28]. - The company aims to complete its initial Business Combination with a target business that has an aggregate fair market value of at least 80% of the assets held in the Trust Account[49]. - The company plans to structure its initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may also acquire less than 100% under certain conditions[50]. - The company may seek to complete its initial Business Combination using a combination of cash, debt, or equity securities[59]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial Business Combination, targeting businesses with enterprise values greater than the net proceeds from the Initial Public Offering and Private Placement[60]. - The company may seek to extend the Combination Period, which would require approval from Public Shareholders and could affect the Trust Account balance[29]. - The company may need to raise additional capital through loans or investments to meet working capital needs, raising concerns about its ability to continue as a going concern[178]. Shareholder Rights and Redemption - A Public Shareholder can redeem up to 15% of the shares sold in the Initial Public Offering without prior consent, which aims to discourage large block accumulations[95]. - To approve the initial Business Combination, 3,703,126 Public Shares, or approximately 29.6% of the 12,500,000 Public Shares sold, must be voted in favor[88]. - If a Special Resolution is required, 6,635,418 Public Shares, or 53.08% of the 12,500,000 Public Shares sold, must be voted in favor[88]. - The redemption process will require Public Shareholders to deliver their share certificates or electronically transfer their shares prior to the specified date[93]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any redemption for their Public Shares[100]. - The redemption price will be equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares, net of taxes and up to $100,000 for dissolution expenses[102]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules[90]. - Shareholder approval will be required if the issuance of Ordinary Shares exceeds 20% of the number of Ordinary Shares then outstanding, or if any directors or substantial shareholders have a significant interest in the target business[74]. Management and Governance - The management team has established a deep network of potential business combination targets through their operational and transactional experience[46]. - The company has no full-time employees prior to completing its initial Business Combination, with only one officer currently involved[115]. - The board of directors will consist of five members, divided into three classes, with each class serving a three-year term[213]. - The Audit Committee is comprised of three independent directors, with Mr. White serving as the chairman and qualifying as an "audit committee financial expert"[216][217]. - The Compensation Committee consists of three independent members, ensuring compliance with Nasdaq and SEC rules[219]. - The Compensation Committee has the authority to retain compensation consultants and legal counsel, ensuring their independence[220]. Risks and Regulatory Considerations - The company may face significant dilution for Public Shareholders due to the anti-dilution rights of the Founder Shares and potential additional equity issuances[35]. - The company may not be able to complete its initial Business Combination if it encounters regulatory reviews or approvals, particularly from CFIUS[127]. - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[114]. - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its Initial Business Combination, increasing costs and time related to the process[161]. - The company may face significant risks related to its status as a blank check company with no revenue or established business operations[126]. - The company recognizes the potential conflicts of interest among its management team regarding the selection of target businesses[51]. Financial Performance - For the year ended December 31, 2025, the company reported a net income of $3,349,485, primarily from interest earned on marketable securities held in the Trust Account[164]. - The company incurred formation and general administrative costs of $451,915 for the year ended December 31, 2025[164]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its Business Combination[163]. - For the year ended December 31, 2025, the net income was $3,349,485, influenced by interest earned on marketable securities of $3,801,400[171]. - As of December 31, 2025, the company held marketable securities in the Trust Account valued at $147,910,775, which includes approximately $3,801,400 of interest income[173]. Compliance and Reporting - The company has filed a Registration Statement on Form 8-A with the SEC, making it subject to Exchange Act regulations[119]. - The company expects to evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act[118]. - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2025, and determined it was effective[195]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[197]. - The company does not include an attestation report from an independent registered public accounting firm due to its status as an emerging growth company under the JOBS Act[196]. - The company does not expect that recently issued accounting standards will have a material effect on its financial statements[187].

IPO and Fundraising - The company completed its Initial Public Offering on May 8, 2025, raising gross proceeds of $143.75 million from the sale of 14,375,000 Units at a price of $10.00 per Unit[25]. - An additional $2 million was generated from the private sale of 2,000,000 Private Placement Warrants at a price of $1.00 per warrant[26]. - A total of $144,109,375 has been placed in the Trust Account maintained by Continental, acting as trustee[27]. - The New Sponsor has agreed to purchase 4,475,000 Class B Ordinary Shares and 1,000,000 Private Placement Warrants for a total of $2 million[31]. - The SPAC Inflection Point Acquisition Corp. II raised $250 million in its IPO, with 91.18% of public shareholders redeeming shares for cash at approximately $10.83 per share[32]. - The company generated gross proceeds of $143,750,000 from its Initial Public Offering by selling 14,375,000 Units at a price of $10.00 per Unit[152]. - The company completed the private sale of 2,000,000 Private Placement Warrants at a purchase price of $1.00 per warrant, generating gross proceeds of $2,000,000[151]. - After the IPO and the sale of Private Placement Warrants, a total of $144,109,375 was placed in the Trust Account, with transaction costs amounting to $6,637,469[167]. Business Combination and Strategy - The company must complete its initial Business Combination by August 8, 2026, which is 15 months from the closing of the Initial Public Offering[28]. - The company aims to complete its initial Business Combination with a target business that has an aggregate fair market value of at least 80% of the assets held in the Trust Account[49]. - The company intends to pursue business combinations with organizations that have strong barriers to entry and sustainable pricing power[45]. - The company may structure its initial Business Combination to acquire less than 100% of the target business, provided it secures a controlling interest[50]. - The company plans to leverage its public status to provide target businesses with enhanced capital access and improved acquisition capabilities[54]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial Business Combination, targeting businesses with enterprise values greater than the net proceeds from the Initial Public Offering and Private Placement[60]. - The management team believes their significant operating and transaction experience will provide a substantial number of potential initial Business Combination targets, leveraging a broad network of contacts and corporate relationships developed over their careers[65]. - The company anticipates that target business candidates will be sourced from various unaffiliated sources, including investment bankers and private investment funds, as well as through unsolicited approaches[61]. - The company may pursue targets that are financially unstable or in early stages of development, exposing it to inherent risks[59]. - The company may seek to recruit additional managers to enhance the incumbent management of the target business following the Business Combination, but cannot assure shareholders of the ability to do so[71]. Shareholder and Redemption Information - A Public Shareholder can redeem up to 15% of the shares sold in the Initial Public Offering without prior consent, which is intended to discourage large block accumulations[95]. - To approve the initial Business Combination, 3,703,126 Public Shares, or approximately 29.6% of the 12,500,000 Public Shares sold, must be voted in favor[88]. - If a Special Resolution is required, 6,635,418 Public Shares, or 53.08% of the 12,500,000 Public Shares sold, must be voted in favor[88]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for the pro rata share of the Trust Account[100]. - The redemption process will require Public Shareholders to deliver their share certificates or electronically transfer their shares prior to the specified date in the proxy materials or tender offer documents[93]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules[90]. - If the aggregate cash consideration for redemptions exceeds the cash available, the initial Business Combination will not be completed[94]. - The transfer agent may charge a fee of approximately $100 for processing share redemptions[98]. - If the initial Business Combination is not approved, the company will redeem Public Shares and liquidate within ten business days[102]. - The company has approximately $365,751 in proceeds held outside the Trust Account as of December 31, 2025, to fund costs associated with its dissolution plan[105]. - The per-share redemption amount for shareholders upon dissolution could be less than the Redemption Price due to potential claims from creditors against the Trust Account[106]. - The New Sponsor is liable if claims reduce the Trust Account funds below $10.025 per Public Share, but this liability does not apply to claims from parties that executed waivers[109]. - Public Shareholders can only receive funds from the Trust Account under specific conditions, including failure to complete the initial Business Combination within the Combination Period[113]. Financial Performance and Reporting - For the year ended December 31, 2025, the company reported a net income of $3,349,485, primarily from interest earned on marketable securities held in the Trust Account[164]. - The company incurred formation and general administrative costs of $451,915 for the year ended December 31, 2025[164]. - As of December 31, 2025, the company held marketable securities in the Trust Account valued at $147,910,775, including approximately $3,801,400 of interest income[173]. - The company had cash of $365,751 and a working capital surplus of $289,539 as of December 31, 2025[177]. - The company may need to raise additional capital through loans or investments to meet working capital needs, raising concerns about its ability to continue as a going concern[178]. - The company has no off-balance sheet arrangements or long-term debt obligations as of December 31, 2025[179]. - The company incurred monthly fees of $15,000 for administrative support starting May 6, 2025, until the completion of the Business Combination[180]. - The underwriters are entitled to a deferred underwriting discount of $0.40 per unit, totaling up to $5,750,000, payable from the Trust Account after shareholder redemptions[181]. - The company does not expect that recently issued accounting standards will have a material impact on its financial statements[187]. - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2025, and determined it was effective[195]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[197]. - The company does not include an attestation report from an independent registered public accounting firm due to its status as an emerging growth company under the JOBS Act[196]. Governance and Compliance - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[122]. - The company will remain an emerging growth company until the earlier of the last day of the fiscal year following May 8, 2029, or when it has total annual gross revenue of at least $1.235 billion[123]. - The company is considered a "controlled company" under Nasdaq corporate governance standards, which may exempt it from certain requirements[125]. - The company may face various risks, including difficulties in selecting a suitable business target and potential conflicts of interest among its officers and directors[126]. - The board of directors will consist of five members, divided into three classes, with each class serving a three-year term[213]. - The Audit Committee is comprised solely of independent directors, with Messrs. Coates, Smith, and White serving as members[216]. - Mr. White qualifies as an "audit committee financial expert" as defined in applicable SEC rules[217]. - The Audit Committee is responsible for overseeing the integrity of financial statements and compliance with legal and regulatory requirements[218]. - The Compensation Committee consists of three independent members, ensuring compliance with Nasdaq and SEC rules[219]. - The Compensation Committee has the authority to retain compensation consultants and legal counsel, ensuring their independence[220].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CervoMed Inc. (Exact Name of Registrant as specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 20 Park Plaza, Suit ...