Acquisition and Business Strategy - On November 21, 2025, the company acquired substantially all assets and liabilities of Molecule.ai, a pharmaceutical software company focused on AI-driven molecular discovery and early-stage drug development[18]. - The acquisition of Molecule.ai aims to leverage AI-driven platforms for molecular discovery and early-stage drug development, improving efficiency and decision-making in drug development[102]. - The company has committed to winding down the Clinical Trials of Ropidoxuridine as part of its strategic realignment following the acquisition[102]. - The company is still evaluating the business impacts from the discontinuance of the Clinical Trials and the acquisition of Molecule.ai, which could materially affect its plans and financial position[23]. - The Molecule.ai platform includes a unified inference engine, an API-first integration layer, and a modular model framework to enhance drug discovery processes[19]. - The platform aims to integrate property prediction, biological context, multi-step reasoning, and agentic automation to accelerate early discovery while ensuring scientific reliability[21]. Financial Performance - The company reported a net loss of approximately $11.7 million and no revenues for the year ended December 31, 2025, with a working capital deficit of approximately $7.5 million[41]. - General and administrative expenses surged by 307% to $5,672,794 in 2025, primarily due to $3.5 million in investor relations advertising costs[112]. - The company reported a net loss of $11.7 million for the year ended December 31, 2025, with no revenue generated during the same period[115]. - Net loss for 2025 was $11,721,669, compared to a net loss of $9,144,797 in 2024, indicating a 28% increase in losses[169]. - The company has not generated any revenues since inception and does not expect to achieve positive cash flows from operating activities in the near future[183]. Stockholder Equity and Compliance - The company had stockholders' equity of $2,254,446 as of December 31, 2025, which was below the Nasdaq requirement of $2.5 million[34]. - Stockholders' equity reported for the fiscal quarter ended September 30, 2025, was $1,394,161, indicating non-compliance with the Stockholders' Equity Requirement[56]. - The company raised approximately $2.5 million through a private placement on November 4, 2025, which is believed to have regained compliance with the Stockholders' Equity Requirement[56]. - Following a $5.75 million equity financing in March 2025, Nasdaq acknowledged compliance with the Listing Rule 5550(b)(1)[53]. - The company faced risks of delisting from Nasdaq if it fails to meet continued listing requirements, which could adversely affect stock price and liquidity[58]. Capital Raising and Financing Activities - The company completed a public offering on March 12, 2025, raising gross proceeds of approximately $5.7 million[124]. - The company completed a private placement on June 20, 2025, raising gross proceeds of approximately $4.3 million from the sale of 21,924 shares of common stock and pre-funded warrants[125]. - The company raised $5.0 million in March 2025 and $3.9 million in June 2025 through equity offerings, contributing to its liquidity position[184]. - The company executed a 1-for-25 reverse stock split on June 16, 2025, to maintain compliance with Nasdaq's minimum bid price requirement[105]. Cash Flow and Liquidity - Cash used in operating activities for the year ended December 31, 2025, was $9.5 million, a 29% increase from $7.3 million in 2024, primarily due to a net loss of $11.7 million[130][132]. - As of December 31, 2025, cash and cash equivalents totaled $334,005, a decrease of 82.6% from $1,920,144 on December 31, 2024[193]. - The company has a working capital deficit of approximately $7.5 million as of December 31, 2025, raising concerns about its ability to continue as a going concern[115]. - The liquidity of the company's common stock may be limited, potentially affecting the ability of stockholders to sell shares and impacting stock price volatility[75]. Research and Development - Research and development expenses for Ropidoxuridine were $4,054,831 for the fiscal year ended December 31, 2025, compared to $3,618,796 for the fiscal year ended December 31, 2024[25]. - Research and development expenses increased to $4,054,831 in 2025 from $3,618,796 in 2024, a rise of 12%[169]. - Research and development expenses are charged to expense as incurred, including product development and clinical expenses, but specific figures for these expenses were not disclosed[206]. Market and Stock Performance - The stock price has been extremely volatile since trading commenced on Nasdaq, influenced by various market factors[60]. - The company does not expect to pay cash dividends in the foreseeable future, with returns dependent solely on market value increases[70]. - The company has not paid any dividends on its common stock since inception and expects to retain earnings for business development in the foreseeable future[94].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number: 000-41218 Zapata Quantum, Inc. (Exact name of registrant as specified in charter) (State or other jurisdiction of incorpora ...

Drug Development and Clinical Trials - The company is developing HyBryte™, a novel photodynamic therapy for cutaneous T-cell lymphoma (CTCL), with patient enrollment for the second Phase 3 study (FLASH2) starting in December 2024 and top-line results anticipated in the second half of 2026[14]. - The first Phase 3 FLASH study demonstrated a statistically significant treatment response with 16% of patients achieving at least a 50% reduction in their index lesions compared to 4% in the placebo group[33]. - The company plans to expand the development of synthetic hypericin (SGX302) into psoriasis, following positive proof-of-concept results from a small Phase 1/2 pilot study[15]. - Dusquetide (SGX945) is being developed for the treatment of aphthous ulcers in Behçet's Disease, with a Phase 2 clinical trial planned based on previous validation of its biological activity[15]. - The Phase 3 trial of SGX942 for oral mucositis in head and neck cancer showed a 56% reduction in the median duration of severe oral mucositis from 18 days in the placebo group to 8 days in the treatment group[24]. - The confirmatory Phase 3 trial will enroll approximately 80 subjects and evaluate the efficacy and safety of HyBryte™ over 18 weeks[39]. - The ongoing Phase 3 study of HyBryte™ has enrolled 66 patients as of February 2026, with a planned interim analysis in Q2 2026[64]. - The Phase 2a trial of SGX302 for mild-to-moderate psoriasis showed a mean drop of approximately 50% in the Psoriasis Activity and Severity Index score over 18 weeks[74]. - SGX945 demonstrated a 40% improvement in the mean number of ulcers compared to placebo in a Phase 2a study, with a sustained 32% improvement at Week 8 after treatment cessation[85]. - SGX942 reduced the median duration of severe oral mucositis (SOM) by 50% from 18 days to 9 days in a Phase 2 study[98]. Market Potential - The potential worldwide market for HyBryte™ is estimated to exceed $250 million for the treatment of CTCL[66]. - The potential worldwide market for SGX302 is estimated to exceed $1 billion for the treatment of mild-to-moderate psoriasis[77]. - The global psoriasis treatment market was valued at approximately $15 billion in 2020 and is projected to reach as much as $40 billion by 2027[80]. - The potential worldwide market for SGX945 is estimated to exceed $200 million for the treatment of aphthous ulcers in Behçet's Disease (BD)[91]. - The potential worldwide market for SGX942 is estimated to exceed $500 million for the treatment of oral mucositis[109]. Regulatory Designations and Funding - HyBryte™ has received Orphan Drug and Fast Track designations from the FDA, providing market exclusivity and expedited review benefits[40]. - A $2.6 million Orphan Products Development grant was awarded to support expanded treatment evaluation for early-stage CTCL[46]. - The company has received government grant and contract funding to support its vaccine programs, including those targeting filoviruses and COVID-19[16]. - The company is pursuing additional government funding for its Specialized BioTherapeutics and Public Health Solutions programs through grants and contracts[23]. - A $9.4 million NIAID grant supported the development of thermo-stable ricin (RiVax®) and anthrax vaccines using ThermoVax® technology[115]. Technology and Innovation - The development of the heat stabilization platform technology, ThermoVax®, continues in combination with various vaccine programs, supported by U.S. government funding[23]. - ThermoVax® technology aims to eliminate the need for cold chain production and storage for Alum-adjuvanted vaccines, potentially reducing costs associated with refrigerated conditions[114]. - The thermostabilized RiVax® formulation enhances stability, allowing storage for at least 1 year at temperatures up to 40 degrees C (104 degrees F)[138]. - The second Phase 1b clinical trial of RiVax® indicated that the Alum-adjuvanted formulation induced greater ricin neutralizing antibody levels compared to the adjuvant-free version[137]. Competitive Landscape - The company faces competition from larger pharmaceutical and biotechnology companies with greater resources[187]. - There are currently no FDA approved therapies for front-line, early stage (I-IIA) CTCL, with existing treatments primarily managing symptoms[188]. - The only approved drug for oral mucositis in hematological cancer is palifermin, with no approved drugs for solid tumors[191]. - The only approved drug for Behçet's Disease (BD) is apremilast, which is associated with high costs and significant side effects[194]. Intellectual Property - The company holds several patents related to HyBryte™, including U.S. patent 8,629,302, expected to expire in September 2030[204]. - The company has Orphan Drug designations for HyBryte™ and SGX945, providing seven years of post-approval marketing exclusivity in the U.S.[205]. - SGX94 has composition of matter patents expiring between 2028 and 2034, protecting its unique mechanism of action[206]. - ThermoVax® is covered by U.S. patents expiring between 2028 and 2030, focusing on thermostable vaccine compositions[207]. Collaboration and Partnerships - The company is pursuing strategic alternatives, including merger/acquisition strategies, and to acquire or in-license new clinical-stage compounds for development[23]. - An agreement with SciClone provides access to clinical data for SGX942 in exchange for exclusive commercialization rights in China, Hong Kong, and Macau[183].

Technology and Innovation - ClearSign Core™ technology can reduce nitrogen oxide (NOx) emissions to levels of 5 ppm or below, enhancing compliance with stringent emission regulations[35] - Burners utilizing ClearSign Core™ technology can achieve cost savings in the low to mid-single digit percentage range due to increased heat transfer efficiency[21] - ClearSign Core™ technology is expected to operate at a lower cost, with increased productivity and reduced maintenance compared to traditional low NOx burners[21] - The company is developing the ClearSign Eye flame sensing technology for both combustion and transportation markets, aiming for convenient replacement and retrofit solutions[22][23] - ClearSign's technology is designed to minimize customized engineering for retrofits, facilitating mass production and quick installation[37] - The current environmental focus on reducing carbon dioxide emissions is creating interest in burner technology that can utilize hydrogen as a fuel source[33] - The company has developed a hydrogen-capable ClearSign CoreTM process burner, with funding of approximately $1.9 million from the DOE, targeting completion in the first quarter of 2026[53] - ClearSign's boiler burner technology has achieved performance levels meeting California NOx regulations, with orders received for two boiler burners in 2023[56] - The M-Series burner line has been developed to address low emissions requirements, with multiple orders received since its introduction in 2023[50] - The company aims to develop new product offerings based on customer feedback and market trends, including advancements in flame sensing and hydrogen burner technology[95] Market Demand and Regulatory Environment - New regulations in California and Texas are expected to drive demand for ClearSign's products, particularly in low NOx flare applications[28][30] - The company has one installation operating in a major global oil refiner in Europe, indicating potential for international market expansion[32] - The company has installed four flare units in California and received purchase orders for two retrofit flare systems in 2025, indicating increased regulatory focus on NOx emissions[57][59] - ClearSign is collaborating with heater OEMs to incorporate ClearSign CoreTM technology into their product lines, enhancing market reach[47] - The company believes that emissions regulations could enhance market demand for its technology, particularly if new legislation is implemented[102] Financial Performance and Revenue - The company reported that its two California refinery customers accounted for 15% and 86% of annual revenue for the years ended December 31, 2025 and 2024, respectively[86] - Birwelco accounted for 66% of annual revenue in 2025, a significant increase from 4% in 2024[87] - For the years ended December 31, 2025 and 2024, the company's three largest customers represented approximately 81% and 86% of total revenue, respectively[124] - The company has incurred total losses of $104.5 million since inception and expects to continue experiencing operating losses and negative cash flow for the foreseeable future[209] Operational Strategy and Business Model - The company utilizes an "asset light" model, relying on subcontractors for sourcing and manufacturing to minimize capital investment and operational costs[88] - The company’s go-to-market strategy focuses on targeting OEM manufacturers and engineering companies to maximize sales reach and efficiency[80] - The company has established a collaborative agreement with Zeeco to globally manufacture ClearSign CoreTM process burners, launching a co-branded product line in December 2024[78] Risks and Challenges - The company faces risks related to revenue concentration, which could adversely affect cash flow and financial condition if key customers cease using its technology[126] - The company is subject to various risks that may materially harm its business, including market acceptance of its technology and changes in environmental regulations[108] - The company may incur substantial costs due to litigation related to patent and intellectual property rights, which could divert efforts from business activities[129] - Cybersecurity incidents could negatively impact the company's business and relationships with customers, potentially leading to business disruption and loss of sensitive information[135] - The company is dependent on approval from various agencies to implement its technology, and there is no assurance that such approvals will be granted[139] - Global supply-chain constraints and tariffs on imported goods may adversely affect the company's commercialization efforts and operating costs[148] Corporate Governance and Structure - The company has 15 full-time employees and no part-time employees, with a good relationship with its workforce[103] - The company has engaged third-party cybersecurity consultants to assess its cybersecurity practices using the NIST Cybersecurity Framework[194] - The board approved a new director compensation policy providing for an annual cash compensation of $60,000 for non-employee directors, effective January 1, 2026[216] Capital and Financing - The company has not paid dividends in the past and plans to reinvest earnings to develop and market products[167] - The company may need to raise additional capital, which could dilute existing shareholders and affect the market price of common stock[164] - The company has no immediate plans to issue shares of preferred stock, which could adversely affect common stockholders if issued in the future[179] - The company has no committed source of financing and cannot assure that it will be able to raise funds as needed to continue operations[215]

IPO and Financing - The company completed its Initial Public Offering (IPO) on November 28, 2025, raising gross proceeds of $172.5 million from the sale of 17,250,000 Public Units at $10.00 per unit[19]. - A private sale of 255,000 Private Placement Units was completed simultaneously with the IPO, generating an additional $2.55 million[20]. - A total of $172.5 million from the IPO and Private Placement has been placed in a Trust Account[21]. - The company anticipates using cash from the Initial Public Offering and Private Placement, along with other financing methods, to effectuate its initial Business Combination[50]. - The company may seek additional financing through private offerings of debt or equity securities to complete its initial Business Combination, which could lead to significant dilution for Public Shareholders[63]. - The company may raise funds through equity-linked securities or loans to satisfy cash requirements for the initial Business Combination[86]. - The company has approximately $1,269,764 in proceeds held outside the Trust Account as of December 31, 2025, to cover potential claims and liquidation expenses[110]. - The company incurred total fees of $1,280,564 related to the IPO, including a cash underwriting fee of $750,000 and a Deferred Fee of $2,700,000[183]. Business Combination Strategy - The company must complete its initial Business Combination by May 25, 2027, with a possible extension to November 25, 2027, if approved by shareholders[22]. - The company aims to acquire well-established businesses with strong operating results and the potential for stable, growing free cash flow[34]. - The company intends to structure its initial Business Combination so that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[58]. - The company may pursue an initial Business Combination in any business or industry, but cannot assure shareholders that all risks associated with a target business will be identified[53]. - The company has not yet identified a target for its initial Business Combination, which may affect its financial condition and business prospects[144]. - The company may seek Business Combination opportunities that require significant operational improvements, which could delay or prevent achieving desired results[130]. Competition and Market Conditions - The management team believes there is a substantial backlog of companies interested in going public, which may provide attractive acquisition opportunities[24]. - The company faces intense competition from other SPACs and private investors seeking similar acquisition targets[26]. - The company may face increased competition from other SPACs seeking attractive targets, which could impact the terms of potential acquisitions[49]. - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[119]. - The geopolitical conditions, including the Russia-Ukraine conflict and tensions in the Middle East, may adversely impact the company's ability to find a target business[145]. Shareholder Considerations - Public shareholders may experience dilution due to the conversion of Founder Shares and potential additional equity issuances[37]. - The company will provide Public Shareholders the opportunity to redeem shares upon completion of the initial Business Combination, either through a general meeting or a tender offer[51]. - A Public Shareholder can redeem no more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[100]. - To approve the initial Business Combination, approximately 27.82% (4,801,072 shares) or 51.88% (8,950,715 shares) of the Public Shares must be voted in favor, depending on the resolution type[92]. - The company will not restrict Public Shareholders' ability to vote all of their Public Shares for or against the initial Business Combination[101]. - The expected redemption price upon dissolution is approximately $10.02 per Public Share as of December 31, 2025, but actual amounts may be lower due to creditor claims[111]. Management and Governance - The management team has experience with SPACs, having previously been involved in Kochav Defense Acquisition Corp., which raised $253 million in its IPO[33]. - The Chief Executive Officer, Menachem Shalom, has extensive experience in leading companies in the defense and aerospace sectors, including a SPAC that raised $253 million in its IPO[212]. - The Chief Financial Officer, Asaf Yarkoni, has been with the company since inception and has held multiple CFO roles in biotech and high-tech startups since 2021[214]. - The board includes independent directors with significant experience in servicing public companies and managing IPOs, enhancing corporate governance[215][216]. - The company is classified as a "controlled company" by Nasdaq, allowing it to qualify for exemptions from certain corporate governance requirements[133]. Risks and Challenges - The company may face challenges in acquiring target businesses that cannot provide financial statements in accordance with GAAP or IFRS, potentially limiting its pool of candidates[121]. - The company may face significant risks if the Business Combination target's management resigns post-combination, impacting operations and profitability[136]. - The company may incur substantial debt to complete a Business Combination, adversely affecting its financial condition[133]. - The company may be subject to regulatory review and approval requirements, which could hinder the completion of the initial Business Combination[136]. - The company may not be able to obtain additional financing necessary for completing its initial Business Combination or funding operations of a target business[130]. - Recent fluctuations in inflation and interest rates could complicate the company's ability to consummate an initial Business Combination[131]. Financial Performance - As of December 31, 2025, the company reported net income of $104,840, primarily from interest earned on marketable securities held in the Trust Account[182]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[181]. - As of December 31, 2025, the company had cash held outside the Trust Account of approximately $1,269,764, used for identifying and evaluating target businesses[187]. - The company has no long-term debt or capital lease obligations, with administrative service fees incurred totaling $16,333 as of December 31, 2025[193]. Compliance and Controls - The company’s disclosure controls and procedures were deemed effective as of December 31, 2025[204]. - The company does not expect its disclosure controls to prevent all errors or fraud, acknowledging inherent limitations[205]. - The management report does not include an assessment of internal control over financial reporting due to SEC rules for newly public companies[206]. - No changes in internal control over financial reporting were reported, indicating stability in financial governance[207]. - The company emphasizes the importance of timely decision-making regarding disclosures to ensure compliance with SEC regulations[204].

Financial Performance - The company reported a net loss of $59.6 million for the year ended December 31, 2025, compared to a net loss of $69.8 million for 2024, reflecting a decrease of approximately $10.2 million[511]. - For the year ended December 31, 2025, BioAtla, Inc. reported collaboration and other revenue of $2,000,000, a decrease of 81.82% from $11,000,000 in 2024[580]. - The net loss for 2025 was $59,607,000, compared to a net loss of $69,776,000 in 2024, reflecting a 14.4% improvement[580]. - The accumulated deficit as of December 31, 2025, was $545,646,000, compared to $486,039,000 in 2024, indicating an increase in losses[578]. - The company's cash and cash equivalents decreased to $7,118,000 in 2025 from $49,046,000 in 2024, representing a decline of 85.5%[578]. - Total assets decreased to $13,828,000 in 2025 from $52,422,000 in 2024, a reduction of 73.6%[578]. - Total liabilities increased to $50,017,000 in 2025 from $38,157,000 in 2024, an increase of 31.0%[578]. - Cash and cash equivalents decreased to $7.1 million by the end of 2025, down from $49.0 million at the end of 2024, representing a 85% decline[587]. - The company utilized $48.2 million in cash for operating activities in 2025, compared to $71.9 million in 2024, showing a 33% reduction in cash outflow[587]. Revenue and Expenses - Collaboration and other revenue decreased to $2.0 million in 2025 from $11.0 million in 2024, a decline of $9.0 million[516]. - Research and development expenses were $43.6 million in 2025, down from $63.1 million in 2024, representing a decrease of approximately $19.5 million[528]. - General and administrative expenses decreased to $17.7 million in 2025 from $21.8 million in 2024, a reduction of about $4.1 million[529]. - Total operating expenses for 2025 were $61,305,000, down 27.0% from $84,943,000 in 2024[580]. - Stock-based compensation expense was $5.4 million in 2025, down from $8.9 million in 2024, a decrease of 39%[587]. Cash Flow and Financing - Net cash used in operating activities was $48.2 million in 2025, compared to $71.9 million in 2024, reflecting a consolidated net loss of $59.6 million[542][543]. - Net cash provided by financing activities was $6.3 million in 2025, primarily from PPAs, compared to $9.5 million in 2024 from stock issuance[544][545]. - The company anticipates significant funding requirements for ongoing operations, with current cash insufficient for at least twelve months[538]. - Future capital raising may involve equity or debt financing, but market conditions and other factors could impact the ability to secure additional funding[539]. - The company plans to continue funding its operations through public or private equity or debt financings, indicating a reliance on external funding sources[592]. Strategic Initiatives - The company implemented a 30% workforce reduction in March 2025 as part of cost-containment measures[511]. - The company is exploring strategic options to maximize shareholder value, including potential sales or licensing of assets[509]. - The company is currently conducting Phase 2 clinical trials for mecbotamab vedotin, ozuriftamab vedotin, and evalstotug, while also evaluating the timing of future clinical development programs[510]. - The Company implemented a corporate restructuring in March 2025, including a reduction in force to improve its operating model and cost structure[631]. Clinical Development and Collaborations - The Company received a total of $25.0 million in non-refundable payments from BeOne Medicines Ltd. under a collaboration agreement for the development of evalstotug (BA3071)[682]. - The Company recognized a total of $16.35 million in accounts payable and accrued expenses as of December 31, 2025, an increase from $13.7 million in 2024[630]. - The Company serves as the study sponsor for clinical trials in collaboration with Bristol-Myers Squibb, with no financial impact reported for the years ended December 31, 2025 or 2024[685]. - The Company is responsible for global development and commercialization of evalstotug following the termination of the BeOne Collaboration[683]. Liabilities and Assets - The Company has a $19.8 million liability to the licensor as of December 31, 2025 and 2024, related to the BeOne Collaboration[684]. - The Company has no assets or liabilities associated with its variable interests in Inversagen and BioAtla Holdings as of December 31, 2025 and 2024[692][696]. - The Company has recorded a total of $895,000 in prepaid expenses and other current assets as of December 31, 2025, down from $2.186 million in 2024[629]. Legal and Compliance - The Company has no ongoing legal proceedings that it believes would materially affect its business or financial condition[650]. - Management has substantial doubt about the company's ability to continue as a going concern for at least one year from the issuance date of the financial statements[593].

Financial Overview - As of December 31, 2025, the Trust Account held $176,338,275, which is the amount available for the initial business combination [22]. - The Initial Public Offering generated gross proceeds of $172,500,000 from the sale of 17,250,000 units at $10.00 per unit [19]. - The Private Placement Units generated gross proceeds of $3,518,250 from the sale of 351,825 units at $10.00 per unit [20]. - The Company has borrowed $250,000 through a convertible unsecured promissory note to fund working capital needs [39]. - The Company has not commenced any operations and does not expect to generate operating revenues until after the initial business combination [16]. - The Company may need to obtain additional financing prior to closing the initial business combination to cover transaction costs [39]. Business Combination Details - The Company has a 24-month period from the closing of the Initial Public Offering to consummate an initial business combination, extendable up to 30 months under certain conditions [28]. - The Business Combination Agreement with Crypto.com aims to establish a digital asset treasury, making the Combined Company the largest publicly traded Cronos treasury company [23]. - The Business Combination is expected to create significant financial value, with the largest digital asset treasury company to market cap ratio in history [29]. - The Company will issue 100,000,000 shares of the Combined Company's Class B Common Stock in exchange for 10% of the Cronos Assets [43]. - The Business Combination Agreement includes provisions for the contribution of 6,313,000,212 Cronos tokens and necessary physical devices to establish a validator node [42]. - The Company will issue three Earnout Warrants to TMTG, each exercisable for 7% of the Company's outstanding capital stock at the time of Closing [53]. Regulatory Environment - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors [56]. - The SEC reopened the comment period for a proposal to amend the definition of "exchange" to include digital asset trading systems, which could significantly impact digital asset trading venues [144]. - The U.S. Congress passed the GENIUS Act, establishing a federal regulatory framework for payment stablecoins, which may introduce new compliance costs for the Combined Company [140]. - The SEC's "Project Crypto" aims to develop a flexible regulatory framework for cryptocurrencies, which may include clarity on asset classification and custody services [144]. - The SEC filed a complaint against Coinbase in June 2023 for operating as an unregistered securities exchange, highlighting ongoing regulatory scrutiny in the digital asset space [146]. - The risk of regulatory changes could significantly impact the market for CRO and the Combined Company's business operations [146]. Market and Competition - The combined company may face significant competition and regulatory uncertainties in the digital asset market, impacting its business strategy and financial condition [66]. - The combined company operates in a highly competitive environment, facing competition from both traditional financial firms and other digital asset-focused companies [95]. - The emergence of alternative digital assets could negatively impact the price of CRO and the Combined Company's financial condition [104]. - The market conditions and overall sentiment towards CRO have been affected by negative publicity and regulatory scrutiny, which could impact investor confidence [80]. Risks and Challenges - The combined company's operating results and revenues may significantly fluctuate due to the volatile nature of its CRO holdings, which could adversely affect the market price of its Class A Common Stock [66]. - The combined company's ability to raise additional capital may be limited, which could adversely affect its business and initial strategy [74]. - The potential for significant liquidations of CRO by large holders, including those associated with bankruptcy proceedings, poses a risk to the market [82]. - The combined company's CRO acquisition strategy exposes it to risks associated with the volatility of CRO and potential non-performance by counterparties [89]. - The lack of diversification in the Combined Company's CRO holdings enhances the risks associated with its acquisition strategy [88]. - The Combined Company may experience significant legal and regulatory scrutiny, which could lead to investigations, fines, and penalties [130]. Operational Considerations - The Combined Company plans to engage in CRO-related activities, including staking and operating a validator node, but may face operational challenges and regulatory hurdles [79]. - The Combined Company will rely on Crypto.com for administrative and operational services, which may not align with the interests of the Combined Company or its shareholders [107]. - The Combined Company's CRO holdings will be reported at a significant discount relative to the market value due to U.S. GAAP accounting standards, potentially affecting financial position and investor confidence [136]. - The Combined Company does not expect to maintain insurance coverage for its CRO holdings, exposing it to risks of loss without liability coverage [135]. Security and Cyber Risks - Security breaches and cyberattacks are significant concerns, as past incidents have resulted in substantial losses in the digital asset space, which could impact the Combined Company's CRO [127]. - The risk of cyberattacks on the Combined Company's systems and third-party service providers could materially and adversely affect its business operations [129]. - The potential loss of private keys or inadequate custodial controls could result in the inability to access CRO holdings, adversely affecting the value of the Combined Company's Class A Common Stock [133]. Future Outlook - The Combined Company anticipates that macroeconomic conditions, such as interest rates and inflation, will influence its business operations and financial performance [84]. - The growth of the digital assets industry and the acceptance of CRO are subject to high uncertainty, influenced by public familiarity and institutional demand [150]. - The regulatory environment for digital assets in the U.S. and globally remains highly uncertain, with increasing scrutiny from various governmental organizations on crypto operations, potentially affecting the Combined Company's business and financial condition [152].

Financial Overview - As of December 31, 2025, the Trust Account held $176,338,275, which is the amount available for the initial business combination[22]. - The Initial Public Offering generated gross proceeds of $172,500,000 from the sale of 17,250,000 units at $10.00 per unit[19]. - The Company has a 24-month period from the closing of the Initial Public Offering to consummate an initial business combination, extendable up to 30 months under certain conditions[28]. - The Company has generated no operating revenues to date and relies on non-operating income from interest on cash and cash equivalents[16]. - The Sponsor and its affiliates hold 25.9% of the outstanding Ordinary Shares, including 5,750,000 Class B Ordinary Shares[20]. - The Company may redeem 100% of its outstanding Public Shares if it fails to complete the initial business combination within the specified time frame[28]. - The Trust Account is initially anticipated to hold $10.05 per Public Share, calculated based on the aggregate amount on deposit as of two business days prior to the proposed Business Combination[35]. - The Company has entered into a Backstop Subscription Agreement with YA II PN, committing to ensure at least $200,000,000 will be available in the Trust Account post-transaction[39]. - The Company may need to obtain additional financing prior to the closing of the initial business combination to fund working capital needs and transaction costs[39]. Business Combination and Strategy - The Business Combination Agreement with Crypto.com aims to establish a digital asset treasury, making the Combined Company the largest publicly traded Cronos treasury company[23]. - The Company has identified cryptocurrency and financial services sectors as primary targets for acquisition, leveraging the management team's experience[25]. - The Business Combination is expected to create significant financial value, with the largest digital asset treasury company to market cap ratio in history[29]. - The Business Combination Agreement includes the contribution of 6,313,000,212 Cronos tokens and necessary physical devices from Crypto.com to establish a proof of stake validator node[42]. - At the Closing, Crypto.com Sub will sell 90% of the Cronos Assets to SPAC Sub for 90,000,000 shares of the Combined Company's Class B Common Stock[46]. - TMTG will contribute 100% of the issued and outstanding membership interests of the Asset Company to the Company in exchange for 10,000,000 shares of the Combined Company's Class A Common Stock[45]. - The Company will issue three Earnout Warrants to TMTG, each exercisable for 7% of the Company's outstanding capital stock at the time of the Closing[53]. - The Company has agreed to waive redemption rights for Founder Shares and Public Shares in connection with the proposed Business Combination[36]. - The Company will provide audited financial statements of the prospective target business to shareholders as part of the tender offer materials[52]. Regulatory Environment - The company filed a Registration Statement on Form 8-A with the SEC on June 26, 2025, to voluntarily register its securities under Section 12 of the Exchange Act[55]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including reduced disclosure obligations regarding executive compensation[56]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or the market value of its Ordinary Shares held by non-affiliates equals or exceeds $700 million[58]. - The company is also classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain thresholds are met[59]. - The evolving regulatory environment may impose additional compliance costs or restrict certain activities, impacting the Combined Company's operations and financial performance[140]. - The U.S. Congress passed the Guiding and Establishing National Innovation for U.S. Stablecoins Act ("GENIUS Act") on July 17, 2025, introducing a federal regulatory framework for payment stablecoins[140]. - The SEC reopened the comment period for a proposal to amend the definition of "exchange" to include digital asset trading systems, which could significantly impact digital asset trading venues[144]. - The European Union's Markets in Crypto Assets Regulation (MiCA) became effective in June 2023, regulating crypto asset service providers and requiring environmental impact reports[144]. - The SEC's "Project Crypto" aims to develop a flexible regulatory framework for cryptocurrencies, focusing on clarity in asset classification and custody[144]. - The SEC filed a complaint against Coinbase in June 2023 for operating as an unregistered securities exchange, reflecting ongoing regulatory challenges in the industry[146]. - The CFTC launched its Listed Spot Crypto Trading Initiative to establish a framework for retail trading of leveraged spot crypto contracts, potentially increasing market participation[144]. - Regulatory uncertainty surrounding the GENIUS Act and CLARITY Act may impact the Combined Company's operations and the broader digital asset market[146]. - The SEC has taken enforcement actions against major digital asset market participants, which have led to significant declines in the market prices of digital assets, potentially impacting the value of the Combined Company's holdings[179]. Market Risks and Volatility - The combined company's operating results, revenues, and expenses may significantly fluctuate due to the volatile nature of its CRO holdings, which could adversely affect the market price of its Class A Common Stock[66]. - The trading price of CRO has fluctuated between $0.07 and $0.37 on the Crypto.com Exchange in the 12 months preceding August 31, 2025, indicating significant volatility[87]. - The market for CRO and other digital assets has experienced extreme price fluctuations, which may not correlate with the operating performance of the Combined Company[86]. - The potential for significant dispositions of CRO by large holders, including bankrupt entities, could lead to further market volatility[82]. - The liquidity of CRO holdings is lower compared to cash and cash equivalents, which may hinder the Combined Company's ability to raise funds during market instability[93]. - A significant decrease in the market value of CRO holdings could impair the Combined Company's ability to meet financial obligations and execute its business strategy[92]. - The combined company's CRO acquisition strategy exposes it to risks associated with the volatility of CRO, which could adversely affect its financial condition and market performance[89]. - The Combined Company expects its operating results to fluctuate significantly due to unpredictable factors, including market sentiment and regulatory developments related to CRO[80]. Operational and Security Risks - The combined company may face significant risks related to the custody of its CRO, including potential security breaches or cyberattacks[66]. - The combined company's ability to generate cash flow will largely depend on its ability to raise capital for CRO acquisition and establish a validator node[74]. - The risk of cyberattacks on the Combined Company's systems and third-party service providers is increasing, which could materially and adversely affect its business[129]. - Security breaches and cyberattacks are significant concerns, as past incidents have resulted in substantial losses in the digital asset space, which could impact the Combined Company's operations[127]. - The Combined Company will hold its CRO with a regulated custodian, but there are risks related to the loss of private keys and potential cyberattacks that could materially affect its financial condition[121]. - Insurance coverage for the Combined Company's CRO holdings may only cover a small fraction of the total value, and there is no guarantee that such insurance will be sufficient[124]. - Validators on the Cronos POS chain may suffer losses due to staking, which could make the network less attractive and adversely affect the Combined Company's business[117]. - The Combined Company's compliance and risk management methods may not be effective, leading to potential reputational damage and adverse financial outcomes[180]. Competitive Landscape - The Combined Company operates in a highly competitive environment, facing competition from traditional financial firms and other entities with significant CRO holdings[95]. - The emergence of alternative digital assets could negatively impact the price of CRO and the Combined Company's financial condition[104]. - The Combined Company faces increased competitive pressure from businesses engaging in regulatory arbitrage, which may complicate its compliance efforts[175]. - The Combined Company's ability to innovate may be restricted by new laws and regulations, impacting its market position and operational flexibility[153]. Legal and Compliance Risks - The Combined Company will be subject to various laws and regulations regarding economic and trade sanctions, which could impair its ability to compete internationally[168]. - As the Combined Company expands internationally, it will face increasing obligations to comply with diverse and potentially conflicting regulations across jurisdictions[169]. - The OFAC regulations restrict dealings with certain sanctioned countries and individuals, which the Combined Company must adhere to[170]. - The Combined Company will be subject to various AML and counter-terrorism financing laws, which may require significant costs for compliance and could lead to fines or penalties if gaps are identified in its AML program[171]. - The complexity of regulatory environments may result in overlapping investigations by multiple authorities, potentially leading to sanctions or penalties that could adversely affect the Combined Company's business and financial condition[177]. - The risk of employee misconduct or error in the context of novel CRO products could lead to legal liabilities and reputational damage for the Combined Company[148]. Technological Risks - The Cronos network's ability to scale effectively with expanding use cases remains uncertain, which could negatively impact network utility and market perception of CRO[110]. - The Cronos network is at risk of malicious attacks similar to those experienced by Ethereum Classic, which saw over $5 million in transactions reversed due to a 51% attack[210]. - If influential members of the Cronos community control more than 66% of outstanding CRO, the risk of them obtaining control over validating power increases significantly[214]. - Control over the Cronos network could also be exerted through influence over core developers, potentially leading to malicious exploitation[213]. - A hard fork may lead to the existence of two incompatible networks, potentially disrupting the value of CRO and affecting market pricing[190]. - The announcement of a hard fork could increase demand for the pre-fork digital asset, potentially raising its price before the fork occurs[192].

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 sep For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38052 FORTE BIOSCIENCES, INC. (Exact name of Registrant as specified in its Charter) Delaware 26-1243872 (State or other jurisdic ...

Financial Performance - Revenue for the full year 2025 was $0.6 million, a decrease of 84.6% compared to $3.9 million in 2024, primarily due to lower grant revenue[5] - Total revenue for 2025 was $622,489, a decrease of 84.1% from $3,915,160 in 2024[16] - Product revenue declined to $418,205 in 2025, down 45.6% from $770,048 in 2024[16] - Grant revenue significantly decreased to $204,284, a drop of 93.5% from $3,145,112 in 2024[16] - Net loss for 2025 was $46.9 million, or $35.25 per share, compared to a net loss of $37.6 million, or $37.22 per share in 2024[5] - Net loss for 2025 was $46,895,936, compared to a net loss of $37,639,008 in 2024, representing a 24.5% increase in losses[16] - Basic and diluted loss per common share for 2025 was $(35.25), compared to $(37.22) in 2024[16] - Adjusted EBITDA loss improved to $28.0 million in 2025 from a loss of $33.5 million in 2024[5] - Adjusted EBITDA for 2025 was $(27,974,792), an improvement from $(33,455,207) in 2024[18] Operating Expenses - Operating expenses increased to $50.6 million in 2025 from $43.0 million in 2024, driven by a non-cash impairment charge of $18.9 million[5] - Total operating expenses increased to $50,565,464 in 2025, up 17.5% from $42,997,346 in 2024[16] - Impairment charges of $18,882,000 were recorded in 2025, with no such charges in 2024[18] Cash Position - Cash and cash equivalents decreased to $11.9 million as of December 31, 2025, down from $29.7 million at the end of 2024[5] Corporate Developments - Co-Diagnostics closed a $3.8 million offering of 9.62 million shares at $0.40 per share and a $7.0 million offering of 12.7 million shares at $0.55 per share[5] - The company expanded its commercial territory for CoSara Diagnostics to include Bangladesh, Pakistan, Nepal, and Sri Lanka, increasing the addressable market to approximately $13 billion[5] - The company received a CDSCO license to manufacture and sell the CoSara PCR Pro instrument in India, marking a key regulatory milestone[5] - Co-Diagnostics is planning an initial FDA 510(k) submission for its upper respiratory test focused on flu A, flu B, and RSV[6] - The company strengthened its intellectual property portfolio with new international patents granted in Australia and Japan[5] Shareholder Information - Weighted average shares outstanding increased to 1,330,200 in 2025 from 1,011,179 in 2024[16] - Other comprehensive loss for 2025 was $(418,443), contrasting with a gain of $271,743 in 2024[16]