Financial Performance - Bonk, Inc. reported a net loss of $68,185,762 for the year ended December 31, 2025, compared to a net loss of $48,411,830 for 2024, reflecting an increase in losses of approximately 41%[304] - Total revenues for 2025 reached $3,929,661, a significant increase from $701,967 in 2024[317] - Beverage sales increased to $2,117,309 in 2025 from $701,967 in 2024, driven by the acquisition of Yerbaé Brands and digital asset investments[316] - The company incurred research and development expenses of $24,190 in 2025, down from $100,591 in 2024[311] - Total operating expenses for 2025 were $40,676,508, slightly higher than $39,611,915 in 2024[318] - Net loss for 2025 was $68,185,762, compared to a net loss of $49,409,632 in 2024[324] - General and administrative expenses for 2025 were $35,725,558, down from $39,611,915 in 2024[316] - The company recorded a deemed dividend of $863,400 in 2025 due to a cashless exercise of warrants resulting in the issuance of 951,067 common shares[325] - Other income and expenses included realized gains of $13,275,054 on marketable securities in 2025, compared to $1,193,666 in 2024[321] - Losses from discontinued operations were $0 in 2025, a decrease from $997,802 in 2024[323] Product Development and Strategy - The company has transitioned to focus on the Safety Shot Beverage, which is designed to reduce blood alcohol accumulation and contains 28 active ingredients[283] - Bonk, Inc. plans to relaunch its Photocil product in the U.S. in Q4 2024 after receiving FDA approval, with current sales occurring in India through a licensing agreement[288] - The company is actively pursuing a new product line, including a powdered stick pack version of the Safety Shot Beverage, to meet evolving consumer demands[285] - Bonk, Inc. emphasizes innovation and adaptability in its product development strategy, focusing on health and wellness solutions[287] Operations and Workforce - The company maintains a workforce of eight full-time employees and adheres to Good Manufacturing Practices (GMP) in its production processes[284] - The company has a diverse supplier network for raw materials, including reputable entities like Mitsubishi Ingredients and Kyowa-Hakko, ensuring high-quality production[289] - Bonk, Inc. has discontinued its CBD product line due to regulatory changes and declining popularity, seeking a partner to dispose of related assets[290] Market and Economic Factors - Bonk, Inc. generated revenue through various channels, including e-commerce sales and licensing agreements, with no significant customer concentration risk reported[288] - The weighted average number of common shares outstanding increased from 1,555,463 in 2024 to 4,005,739 in 2025, impacting the loss per share calculation[304] - The company believes inflation has had a negligible effect on operations and can offset increases in costs through sales growth and improved efficiencies[327]

Financial Performance - Bonk, Inc. reported a net loss of $68,185,762 for the year ended December 31, 2025, compared to a net loss of $49,409,632 in 2024, reflecting an increase in losses of approximately 37.9%[304] - The weighted average number of common shares outstanding increased from 1,555,463 in 2024 to 4,005,739 in 2025, impacting earnings per share calculations[304] - The company’s basic loss per share improved from $(31.77) in 2024 to $(17.02) in 2025, indicating a reduction in losses per share despite overall losses[304] - The net loss for 2025 was $68,185,762, compared to a net loss of $49,409,632 in 2024, reflecting a significant increase in losses[324] - The company recorded a deemed dividend of $863,400 in 2025 due to a cashless exercise of warrants resulting in the issuance of 951,067 common shares[325] - Total other income (expense) for 2025 included realized gains of $13,275,054 on marketable securities, but also significant unrealized losses totaling $35,372,217 on digital assets[321] - The company had no losses from discontinued operations in 2025, a notable improvement from a loss of $997,802 in 2024[323] - General and administrative expenses for 2025 were $35,725,558, down from $39,611,915 in 2024[316] Product Development and Strategy - The company has transitioned to focus on the Safety Shot Beverage, which is positioned as a dietary supplement and contains 28 active ingredients recognized as safe[283] - Bonk, Inc. plans to relaunch its Photocil product in the U.S. in Q4 2024 after receiving FDA approval, expanding its revenue streams[288] - Bonk, Inc. is actively pursuing a new product line, including a powdered stick pack version of the Safety Shot Beverage, to meet evolving consumer demands[285] - Bonk, Inc. emphasizes innovation and adaptability in its product development strategy, aiming to cater to health-conscious consumers[285] - The company is in commercialization mode while pursuing the development of next-generation products and new products[328] Sales and Revenue - Beverage sales increased to $2,117,309 in 2025 from $701,967 in 2024, driven by the acquisition of Yerbaé Brands and digital asset investments[317] - Bonk, Inc. generated revenue through various channels, including e-commerce sales of its products and licensing revenues, with no significant customer concentration risk[288] Operational Efficiency - The company incurred research and development expenses of $24,190 in 2025, a decrease from $100,591 in 2024[311] - Total operating expenses for 2025 were $40,676,508, slightly up from $39,611,915 in 2024[318] - Inflation has had a negligible effect on operations, with the company believing it can offset increases in operational costs through sales growth and improved efficiencies[327] Regulatory and Market Changes - The company has ceased marketing CBD products due to regulatory changes and declining popularity, seeking to divest related assets[290] - The company maintains a diverse supplier network for raw materials, ensuring high-quality production standards and a reliable supply chain[289]

Financial Performance - For the years ended December 31, 2025 and 2024, the company reported a net loss of $553,581 and net income of $923,146, respectively, with operating costs of $670,668 and $802,875 [198]. - As of December 31, 2025, the company had an accumulated deficit of $8,221,390 and a working capital deficit of $5,318,185, raising substantial doubt about its ability to continue as a going concern [200]. Capital Raising and Costs - The company generated gross proceeds of $115,000,000 from the IPO of 11,500,000 Units and an additional $3,300,000 from the sale of 330,000 Private Units [202]. - Total transaction costs incurred were $5,704,741, including $2,300,000 in underwriting fees and $2,875,000 in deferred underwriting fees [203]. - The company issued a promissory note with a principal amount of up to $4,500,000 to fund transaction costs, with a remaining borrowing balance of $1,327,597 as of December 31, 2025 [212][213]. - The company may need to raise additional capital to meet operational expenditures and complete a Business Combination, which could involve issuing additional securities or incurring debt [214]. Business Combination and Shareholder Actions - The company held an Extraordinary General Meeting on October 30, 2023, where shareholders approved extending the deadline for a Business Combination to August 5, 2024, resulting in the redemption of 2,412,260 public shares [217]. - On April 2, 2025, 491,928 public shares were tendered for redemption during the Extraordinary General Meeting of shareholders [221]. - On December 30, 2025, 37,705 public shares were tendered for redemption in connection with the extension vote, allowing until January 5, 2027, to consummate an initial business combination [222]. - The Merger Agreement with Future Dao was expected to close prior to the end of 2023, valuing Future Dao Ordinary Shares at $10.00 per share after a recapitalization based on a total equity value of $350 million [224]. - A non-binding letter of intent for a business combination with Okidoki was signed, valuing Okidoki at $120 million [227]. - Metal Sky expressed interest in acquiring all issued and outstanding shares of Fedilco, which holds an 80% equity interest in an Armenia-based telecom company [229]. Investments and Financial Position - As of December 31, 2025, the company had investments held in the Trust Account amounting to $1,005,345, intended for completing a Business Combination [205]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025 [209]. - The company plans to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and conducting due diligence [206]. - As of December 31, 2025, the company was not subject to any market or interest rate risk, with IPO proceeds invested in U.S. government treasury bills or money market funds [236].

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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No. 001-41344 METAL SKY STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or ...

Clinical Development - MIRA Pharmaceuticals has completed a Phase 1 clinical trial for Ketamir-2, enrolling 56 participants, with no serious adverse events reported [49]. - The company plans to initiate a Phase 2a clinical trial for Ketamir-2 in chemotherapy-induced peripheral neuropathy (CIPN) in the first half of 2026, pending regulatory review [53]. - MIRA-55 is in preclinical development, demonstrating analgesic effects comparable to morphine without central nervous system adverse effects [18][19]. - The company is advancing MIRA-55 and SKNY-1 through IND-enabling activities, including toxicology and safety pharmacology studies [60]. - The Company is preparing to initiate a Phase 2a clinical study for chemotherapy-induced peripheral neuropathy (CIPN) under its active IND application, focusing on safety, tolerability, and preliminary efficacy [64]. - Ketamir-2 has completed GMP manufacturing for preclinical and clinical studies, designed as an oral NMDA receptor modulator with a differentiated safety profile compared to ketamine [65][82]. - MIRA-55 is targeting an Investigational New Drug (IND) submission for inflammatory pain, with ongoing IND-enabling development activities [20][30]. - SKNY-1 is also targeting an IND submission in 2026, subject to completion of required studies and regulatory interactions [26][32]. - Human clinical trials are conducted in three phases, with Phase I focusing on safety and tolerability, Phase II on efficacy and dosing, and Phase III on effectiveness and safety in a larger patient population [120]. Market Potential - The North American neuropathic pain market is estimated in the multi-billion-dollar range, driven by an aging population and increasing prevalence of conditions like CIPN [79]. - The global obesity therapeutics market is projected to exceed $100 billion over the next decade, highlighting the demand for effective treatments [87]. - SKNY-1 demonstrated significant reductions in high-calorie food consumption and nicotine-seeking behavior, indicating its potential in obesity and addiction markets [74][75]. - MIRA-55 is positioned as a potential non-opioid alternative for inflammatory pain, addressing safety limitations associated with current therapies [85]. - The Company aims to advance a diversified pipeline targeting neurological, neuropsychiatric, inflammatory, and metabolic disorders, focusing on significant unmet medical needs [91]. Regulatory and Compliance - The U.S. Drug Enforcement Administration has classified Ketamir-2, MIRA-55, and SKNY-1 as non-controlled substances, potentially facilitating clinical development [21][33]. - Regulatory compliance is critical, with substantial requirements imposed by the FDA and other authorities throughout the drug development process [112]. - The company has completed pre-clinical laboratory tests, animal studies, and formulation studies in compliance with FDA's good laboratory practice regulations [116]. - An IND application has been submitted to the FDA, which must become effective before human clinical trials can begin [116]. - The FDA review process for an NDA typically takes twelve months, with a goal to review and act on submissions within ten months from the completion of the preliminary review [123]. Financial Position - The company has an accumulated deficit of $39.6 million through December 31, 2025, and $29.1 million through December 31, 2024, raising substantial doubt about its ability to continue as a going concern [169]. - For the year ended December 31, 2025, the company reported a net operating cash outflow of $4.6 million and a net cash inflow from financing activities of $8.2 million [175]. - The company has yet to generate revenues or achieve a profit and may not do so for many years, if at all [180]. - The company plans to secure additional capital through public or private equity offerings and strategic transactions, but there are no assurances of success [170]. - The maximum amount eligible to be sold under the At The Market Offering Agreement is $75 million, with net proceeds of $6.7 million for the year ended December 31, 2025 [171]. - The company expects significant and increasing liquidity needs and will require additional funding to support operations and product development [176]. Risks and Challenges - Clinical trials for product candidates are expensive and uncertain, with a high rate of failure for drug candidates proceeding through these trials [159]. - The company has significant reliance on third parties for conducting clinical trials and manufacturing product candidates [162]. - The regulatory approval processes with the FDA are lengthy and inherently unpredictable, impacting the timeline for potential revenue generation [158]. - Conflicts of interest may arise between the company and MIRALOGX, which could complicate decision-making processes [181]. - The company currently has no drug products on the market, with all drug development projects in pre-clinical or early clinical stages [185]. - Significant capital resources and years of clinical development efforts are required for the positive development of product candidates Ketamir-2 and MIRA-55 [185]. - The company is dependent on successful pre-clinical and clinical development, FDA regulatory approval, and commercialization of its product candidates [189]. - The company has limited marketing experience and does not anticipate establishing a sales force or distribution capabilities [194]. - The commercial success of product candidates will depend on factors such as physician willingness to prescribe, payer reimbursement, and market acceptance [195]. - The company faces intense competition from larger companies with greater resources and experience [201]. - Regulatory approval timelines for product candidates like Ketamir-2 and MIRA-55 are uncertain, impacting business strategy execution [188]. - The market for the company's products will depend significantly on access to third-party payers' drug formularies [198]. - The company may face pricing pressures from third-party payers, affecting revenue and profitability [199]. - The development and commercialization of drugs is highly competitive, with many competitors potentially developing superior products [202]. - The entry of generic drug versions into the market is expected to lead to rapid and substantial price declines for medicines, potentially affecting profitability [206]. - Mergers and acquisitions in the pharmaceutical and biotechnology sectors may concentrate resources among fewer competitors, impacting market dynamics [207]. Manufacturing and Supply Chain - Manufacturing processes for product candidates like Ketamir-2 and MIRA-55 are complex and highly regulated, posing risks to supply and quality standards [210]. - Delays in product shipments due to regulatory issues could materially affect business operations and financial condition [209]. - The company may face challenges in scaling manufacturing capabilities to meet market demand, which could lead to delays in clinical trials and product launches [213]. - Quality issues during manufacturing could result in significant delays or modifications to planned pre-clinical or clinical trials [213]. - The FDA's approval process for manufacturing facilities is critical, and failure to comply with regulations could lead to severe operational impacts [214]. - Business interruptions, such as loss of manufacturing facilities or raw materials, could adversely affect product development and sales [215]. - The company currently lacks sufficient insurance coverage for potential business interruptions, which may exacerbate financial risks [215]. - The complexity of manufacturing processes may hinder the ability to pass regulatory inspections, impacting product approval timelines [214].

Bitcoin Holdings and Strategy - As of December 31, 2025, the Company holds Bitcoin valued at $516,153,485, with a total of 5,833 Bitcoins acquired through a strategy involving liquid assets exceeding working capital requirements[28]. - The Company has experienced a fair value gain on digital assets amounting to $333,079,818 from December 31, 2024 to December 31, 2025[28]. - The Bitcoin acquisition strategy includes potential capital raising transactions to fund further Bitcoin purchases, with no specific target for total holdings set[25]. - The Company holds substantially all of its Bitcoin in custody accounts with institutional-grade custodians and views its Bitcoin holdings as being held for trading[63]. - The Company anticipates a decrease in Bitcoin mining rewards from 3.125 Bitcoin to 1.5625 Bitcoin per mined block by 2028 due to the Bitcoin halving process[68]. - The current reward for Bitcoin miners is 3.125 Bitcoin per mined block, expected to halve to 1.5625 Bitcoin in 2028[171]. Business Strategy and Operations - The Company has shifted its business strategy to focus on AI-enabled software development services and Bitcoin acquisition, terminating all operations in the PRC as of Q3 2024[19]. - The Company is expanding its customer base, currently serving industries such as property management, cryptocurrency mining, and energy, while exploring opportunities in new media, financial services, transportation, education, and healthcare[22]. - The Company anticipates evolving its SaaS+AI offerings from tailored solutions to more standardized software applicable across various industries[24]. - The Company provides AI-enabled software development services across various Asian markets, including the USA, Hong Kong, Singapore, Malaysia, and Japan[61]. - The Company operates under a "SaaS+AI" model, focusing on customized software development projects tailored to specific market demands[75]. Financial Performance - For the fiscal year ended December 31, 2025, service revenue increased to $11.61 million from $1.80 million in 2024, representing a growth of 545.3%[184]. - The cost of revenue rose significantly to $9.86 million in 2025 from $0.73 million in 2024, an increase of 1,250.4%[184]. - Gross profit for 2025 was $1.76 million, up 64.2% from $1.07 million in 2024, but the gross margin decreased to 15.1% from 59.4% due to more complex projects[192]. - Research and development expenses surged to $14.48 million in 2025, compared to nil in 2024, primarily due to share-based compensation and outsourced development costs[197]. - Other income increased dramatically to $279.75 million in 2025 from $43.19 million in 2024, largely due to appreciation in the fair value of Bitcoin holdings[201]. - Net income from continuing operations for 2025 was $143.16 million, a significant increase from $21.54 million in 2024, driven by gains in digital asset values[204]. - Income tax expenses rose to $56.38 million in 2025 from $8.23 million in 2024, reflecting the increase in taxable income from higher other income[203]. Regulatory Environment - The regulatory environment for digital assets remains uncertain, with potential impacts on the Company's operations and Bitcoin strategy due to evolving regulations in the U.S. and globally[36]. - The PRC Crypto Restrictions are evolving and may impact companies operating outside of China, potentially leading to increased regulatory scrutiny and compliance costs[47]. - The U.S. federal government is considering new regulations for digital assets, including the potential creation of a U.S. CBDC, as outlined in the executive order signed by President Biden on March 9, 2022[48]. - The SEC has initiated actions against major cryptocurrency platforms, including Binance and Coinbase, for operating without proper registration and compliance with securities laws[49]. - The European Union's Markets in Crypto Assets Regulation (MiCA) became effective in June 2023, with requirements phasing into effect through 2024[49]. - The SEC filed a complaint against Kraken in November 2023, alleging it operated as an unregistered securities exchange and had deficient internal controls[49]. - The U.S. House of Representatives introduced the Digital Asset Market Clarity Act of 2025, which could classify Bitcoin as a "digital commodity" and expand CFTC jurisdiction[50]. - The SEC rescinded Staff Accounting Bulletin No. 121 and issued SAB 122, providing revised guidance for digital asset custody and financial reporting[50]. - The Internal Revenue Service (IRS) will require reporting of gross proceeds from digital asset transactions starting in the 2025 tax year[50]. - The SEC and CFTC issued a joint interpretive release in March 2026, clarifying the classification of digital assets, including Bitcoin as a digital commodity[50]. - The regulatory framework for virtual assets in Hong Kong is evolving, which could impose additional compliance costs on the Company[113]. Legal Matters - The Company is actively involved in legal proceedings related to unauthorized corporate actions, with a recent court ruling favoring the Company's control over its operations[85]. - The Company is involved in litigation regarding alleged oral loan agreements, with plaintiffs seeking approximately US$2,064,108 in damages plus additional amounts in Hong Kong dollars[100]. - The Wyoming Chancery Court has allowed the Company's counterclaims to proceed, which include abuse of process and breach of fiduciary duty[98]. - The trial is scheduled to commence on September 1, 2026, and the matter is currently in the discovery phase[102]. - The Company intends to continue vigorously defending against claims and has filed counterclaims including abuse of process and breach of fiduciary duty[138]. - The Company has successfully defended against multiple lawsuits aimed at asserting control over it, with the latest case dismissed with prejudice[131]. Shareholder and Equity Information - The Company will distribute no less than 80% of annual profits to shareholders as dividends, but no dividends were declared for the year ended December 31, 2025[57]. - The Company has a dividend policy to distribute no less than 80% of annual profits to shareholders, but no dividends were declared for the year ended December 31, 2025[150]. - The Company issued 3,940,000 shares of common stock valued at US$13,396,000 for the acquisition of Future Dao Group Holding Limited[154]. - The aggregate purchase price for the acquisition of 5,000 Bitcoin is US$150 million, with a prepayment of US$12.13 million applied[157]. - The Company has approximately 370 holders of record for its common stock as of March 31, 2026[149]. - The last reported sales price for the Company's common stock was $6.03 per share as of December 31, 2025[147]. - The Company faced multiple compliance notices from Nasdaq but regained compliance with listing requirements by June 2025[162]. Assets and Liabilities - As of December 31, 2025, total assets were $524.13 million, with $5.62 million in cash and cash equivalents and $516.15 million in digital assets[206]. - Total liabilities as of December 31, 2025, were $68.55 million, including $64.62 million in deferred tax liabilities[206]. - The company reported a net income of $143.16 million for the year ended December 31, 2025, with net cash used in operating activities amounting to $3.07 million[210][214]. - Cash generated from financing activities was $8,030,250 for the year ended December 31, 2025, compared to nil for 2024[217]. - The company had a positive working capital of $520.20 million as of December 31, 2025[210]. - Total stockholders' equity as of December 31, 2025, was $455.58 million, a significant increase from $81.63 million in 2024[206][209]. Corporate Governance and Compliance - The Company maintains certain insurance policies but does not have business interruption or product liability insurance, which are not mandatory under local laws[81]. - The Company has established cybersecurity procedures to manage risks related to unauthorized events affecting its electronic information systems[121]. - The principal executive office has moved to Japan, with a lease term from December 1, 2025, to November 30, 2026[125]. - The Company is currently under the control of its existing board of directors following a court ruling against unauthorized claims of control[130]. - The Company dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd., in July 2024, which was classified as a discontinued operation[208]. - A 200-for-1 reverse stock split was executed on September 16, 2025, reducing outstanding shares from approximately 566.27 million to about 2.86 million[208].

Bitcoin Holdings and Strategy - As of December 31, 2025, the Company holds Bitcoin valued at $516,153,485, with a total of 5,833 Bitcoins acquired through a strategy involving liquid assets exceeding working capital requirements[28] - The Company has experienced a fair value gain on digital assets amounting to $333,079,818 from December 31, 2024 to December 31, 2025[28] - The Bitcoin acquisition strategy includes potential capital raising transactions to fund further Bitcoin purchases, with no specific target for total holdings[25] - The Company holds substantially all of its Bitcoin in custody accounts with institutional-grade custodians and views its Bitcoin holdings as being held for trading[63] - The Bitcoin protocol limits the total number of Bitcoin that can be generated to 21 million, with the current mining reward at 3.125 Bitcoin per block, expected to halve to 1.5625 Bitcoin in 2028[68] - The aggregate purchase price for the acquisition of 5,000 Bitcoin is US$150.00 million, with shares issued valued at US$1.02 per share[157] - The Company holds substantially all of its Bitcoin in custody accounts at institutional-grade custodians, indicating a strategic focus on Bitcoin acquisition[167] Business Strategy and Operations - The Company has shifted its business strategy to focus on AI-enabled software development services and Bitcoin acquisition, terminating all operations in the PRC as of Q3 2024[19] - The Company is expanding its customer base, currently serving industries such as property management, cryptocurrency mining, and energy, while exploring opportunities in new media, financial services, transportation, education, and healthcare[22] - The Company anticipates evolving its SaaS+AI offerings from tailored solutions to more standardized software applicable across various industries[24] - The Company provides AI-enabled software development services across various Asian markets, including the USA, Hong Kong, Singapore, Malaysia, and Japan[61] - The Company operates under a "SaaS+AI" model, focusing on customized software development projects tailored to specific market demands[75] Financial Performance - For the fiscal year ended December 31, 2025, total revenue was $11.61 million, a significant increase of 545.3% compared to $1.80 million in 2024[184] - The cost of revenue rose to $9.86 million in 2025 from $0.73 million in 2024, marking an increase of 1,250.4%[184] - Gross profit increased by 64.2% to $1.76 million in 2025, but gross margin decreased from 59.4% in 2024 to 15.1% in 2025[192] - Selling and marketing expenses were $0.75 million in 2025, compared to nil in 2024, reflecting increased marketing activities[194] - Research and development expenses surged to $14.48 million in 2025 from nil in 2024, primarily due to share-based compensation and outsourced services[197] - General and administrative expenses increased significantly to $66.72 million in 2025 from $1.09 million in 2024, driven by governance and capital market readiness efforts[199] - Other income for 2025 was $279.75 million, a 547.7% increase from $43.19 million in 2024, largely due to appreciation in Bitcoin holdings[201] - Net income from continuing operations reached $143.16 million in 2025, up 564.5% from $21.54 million in 2024, primarily due to gains in digital asset values[204] - Income tax expenses increased to $56.38 million in 2025 from $8.23 million in 2024, reflecting higher taxable income driven by Bitcoin value appreciation[203] - The company reported a net income of $143.16 million for the year ended December 31, 2025, despite net cash used in operating activities of $3.07 million[210][214] Regulatory Environment - Regulatory risks associated with operations in Hong Kong may impact the Company, particularly in light of potential changes in the political and legal environment[30] - The PRC Crypto Restrictions are evolving, potentially impacting companies operating outside of China if new regulations are introduced[47] - The U.S. federal government is considering regulatory measures for cryptocurrencies, including the evaluation of a U.S. CBDC, as outlined in the executive order signed by President Biden on March 9, 2022[48] - The SEC has filed complaints against Binance and Coinbase for operating without proper registration, alleging violations related to the operation of exchanges and the sale of securities[49] - The European Union's Markets in Crypto Assets Regulation (MiCA) became effective in June 2023, with requirements phasing into effect through 2024[49] - The SEC's proposed amendments to the definition of "exchange" could significantly impact digital asset trading venues if adopted[48] - The U.S. House of Representatives introduced the Digital Asset Market Clarity Act of 2025, which would classify bitcoin as a "digital commodity" and expand CFTC jurisdiction[50] - The SEC and CFTC issued a joint interpretive release on March 17, 2026, clarifying that Bitcoin is classified as a digital commodity under CFTC jurisdiction[50] - The SEC has rescinded Staff Accounting Bulletin No. 121, providing revised guidance for institutional digital asset custody and financial reporting[50] - The Internal Revenue Service (IRS) will require reporting of gross proceeds from digital asset transactions starting in the 2025 tax year[50] - Regulatory developments in Hong Kong regarding virtual assets could increase compliance costs and operational requirements for the Company[109] Legal Matters - The Company has faced legal proceedings related to unauthorized corporate actions, with a temporary restraining order granted against unauthorized individuals claiming to represent the Company[85] - The Company intends to vigorously defend against claims asserted in ongoing litigation, including a pending appeal regarding alleged unauthorized loan guarantees[96] - The Company is involved in litigation regarding alleged oral loan agreements, with plaintiffs seeking approximately US$2,064,108 in damages plus additional amounts in Hong Kong dollars[100] - The Wyoming Chancery Court has allowed the Company's counterclaims to proceed, which include claims of abuse of process and breach of fiduciary duty[98] - The trial is scheduled to commence on September 1, 2026, and the matter is currently in the discovery phase[102] - The Company has received a business registration certificate in Hong Kong and is in compliance with local regulations[104] - The Company does not operate a virtual asset trading platform and currently does not believe it requires a Virtual Asset Service Provider license[107] - The Company successfully obtained a temporary restraining order against unauthorized individuals claiming to represent it[129] - The Chancery Court dismissed a derivative lawsuit against the Company, allowing it to reserve the right to seek fees[131] - The Company reported a total damages claim of approximately US$2,064,108 from plaintiffs in a civil action related to alleged oral loan agreements[141] Shareholder and Equity Information - Next Technology Holding Inc. relies on dividends from its Hong Kong and BVI subsidiaries to fund cash and financing requirements[55] - The Company will distribute no less than 80% of annual profits to shareholders as dividends, but no dividends were declared for the year ended December 31, 2025[57] - The Company issued 3,940,000 shares of common stock valued at US$13,396,000 for the acquisition of Future Dao Group Holding Limited[154] - The current market price of the Company's shares is reported at US$6.03 per share as of December 31, 2025[147] - The Company has approximately 370 holders of record for its common stock as of March 31, 2026[149] - Total stockholders' equity increased to $455.58 million as of December 31, 2025, from $81.63 million in 2024[206][209] - A 200-for-1 reverse stock split was executed on September 16, 2025, reducing outstanding shares from approximately 566.27 million to about 2.86 million[208] Cash Flow and Capital Management - Cash generated from financing activities was $8,030,250 for the year ended December 31, 2025, compared to nil in 2024[217] - The company had a positive working capital of $520.20 million as of December 31, 2025[210] - The company anticipates that existing cash and cash equivalents will be sufficient to meet working capital requirements for the next 12 months[211] - There were no capital expenditures during the fiscal years ended December 31, 2025 and 2024, but future expenditures are planned to support growth[218] - The Company dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd., in July 2024, which was classified as a discontinued operation[208]

Financing Activities - The company issued $1.0 billion of 5.750% senior unsecured notes due November 2033 and $1.0 billion of 6.000% senior unsecured notes due December 2035, with aggregate fees and issuance costs of approximately $15.8 million and $21.3 million for the three and six months ended February 28, 2026, respectively [142]. - The company increased its revolving credit facility borrowing capacity from $600.0 million to $1.0 billion and extended the maturity date to December 17, 2030 [146]. - Interest expense increased by $29.8 million during the three months ended February 28, 2026, due to the issuance of new notes related to acquisitions [166]. Acquisitions - The company completed the acquisition of Foley Products Company on December 15, 2025, enhancing its precast concrete solutions and aligning with its strategy for inorganic growth [143]. - The company completed the acquisition of Concrete Pipe and Precast, LLC on December 1, 2025, further expanding its portfolio of precast capabilities in the U.S. Mid-Atlantic and South Atlantic markets [144]. - The company completed the Foley Acquisition and CP&P Acquisition in December 2025, recognizing cash outflows of $2.52 billion related to these transactions [192][196]. Financial Performance - Net sales for the three months ended February 28, 2026, increased by $377.6 million, or 22%, to $2,132.0 million compared to the same period in 2025 [163]. - Net earnings for the three months ended February 28, 2026, were $93.0 million, a significant increase from $25.5 million in the corresponding period of 2025 [164]. - Selling, general and administrative expenses rose by $65.6 million, or 20%, during the three months ended February 28, 2026, primarily due to employee-related costs and acquisition-related expenses [165]. - Adjusted EBITDA for the North America Steel Group increased by $132.7 million, or 97%, during the three months ended February 28, 2026, driven by a 31% increase in steel products metal margin per ton [173]. - Net sales to external customers in the Construction Solutions Group increased by $155.6 million, or 98%, during the three months ended February 28, 2026, largely due to contributions from recent acquisitions [175]. - Net sales to external customers in the Europe Steel Group increased by $2.0 million, or 1%, during the three months ended February 28, 2026, despite an 8% decrease in tons shipped [177]. - Adjusted EBITDA for the Europe Steel Group decreased by $2.2 million, or 290%, during the three months ended February 28, 2026, primarily due to changes in government assistance program payments [178]. - Corporate and Other adjusted EBITDA loss increased by $35.6 million, or 102%, during the three months ended February 28, 2026, reflecting acquisition-related costs and increased variable compensation [179]. Tax and Compliance - The effective income tax rate for the three months ended February 28, 2026, was 15.2%, down from 29.4% in the corresponding period, due to the recognition of a federal investment tax credit [168]. - The company reported a contingent litigation-related loss of $354.7 million during the six months ended February 28, 2025, related to PSG litigation [180]. - The company reported a $354.7 million litigation expense in the six months ended February 28, 2025, and $7.8 million in the corresponding period in 2026, primarily for post-judgment interest [205]. Liquidity and Capital Expenditures - As of February 28, 2026, the company had cash and cash equivalents of $495.036 million and total liquidity sources of approximately $5.4 billion, including a revolving credit facility of $1 billion [185][186]. - The company anticipates capital spending of approximately $600 million in 2026, primarily for the construction of facilities in West Virginia [188]. - The company expects to maintain sufficient liquidity for at least the next twelve months, supported by current cash balances and cash flows from operations [187]. - As of February 28, 2026, the company had approximately $790 million in undiscounted purchase obligations due in the next twelve months [201]. Market and Operational Risks - The company faces risks from rapid changes in metal prices, which could impair inventory values and profitability of downstream contracts [208]. - Increased attention to environmental, social, and governance (ESG) matters may impact operational strategies and compliance costs [208]. - The company is exposed to geopolitical conditions that could affect the global economy and raw material supplies [208]. - There are risks associated with the commissioning of new projects that could prevent the realization of anticipated benefits [208]. - Compliance with evolving environmental regulations may result in increased operational costs and potential fines [208]. - The company is subject to market risks including currency fluctuations and competition from lower-cost materials [208]. Strategic Focus - The company aims to execute a capital allocation strategy that prioritizes value-accretive growth and competitive cash returns to stockholders [187]. - The ability to successfully identify and integrate acquisitions is critical for realizing anticipated synergies [208]. - The company is actively involved in share repurchase activities under its share repurchase program [208].

Financial Performance - The company incurred a net loss of $148.5 million for the year ended December 31, 2025, compared to a net loss of $10.3 million for the year ended December 31, 2024[131]. - The company has relied entirely on equity investments to fund operations and expects to continue this approach in the foreseeable future[137]. - The company may need additional capital in the future to continue planned operations, which could lead to substantial dilution for existing stockholders[171]. - The company does not intend to pay any cash dividends in the near future, requiring stockholders to rely on stock appreciation for returns[177]. - The market price of the company's common stock has been subject to substantial volatility, influenced by factors such as potential delisting from Nasdaq and fluctuations in the market price of Toncoin[173]. - A decline in the price of the company's common stock could adversely impact its ability to raise further working capital and continue operations[176]. Toncoin Holdings and Strategy - As of December 31, 2025, the Company staked 219,709,826 units of Toncoin, earning 2,185,286 units of TON and recognizing revenue from staking rewards of approximately $4.0 million[24]. - The Company owns 4.2% of the total supply of Toncoin as of December 31, 2025, with a strategy to accumulate over 5% of the circulating supply to enhance its role in the TON blockchain[31]. - The Company recognized staking rewards as revenue in accordance with ASC 606, with revenue measured at fair value and presented net of validator fees[32]. - The Company has announced a new TON treasury strategy, which requires specialized skillsets and operational infrastructure to support Toncoin activities[56]. - The company's revenue from its digital asset treasury strategy is derived from staking TON rewards, recognized as revenue in accordance with ASC 606[218]. Regulatory and Compliance Risks - The regulatory environment for digital assets is rapidly evolving, with potential new laws that could adversely affect the company's ability to hold or utilize Toncoin[73]. - The SEC's interpretation of Toncoin could lead to enforcement actions that adversely affect its trading value and the company's financial condition[113]. - The classification of Toncoin as a "security" could lead to additional regulations and materially impact the company's operations, potentially requiring the disposal of a substantial majority of Toncoin holdings[110]. - The company is subject to enhanced regulatory oversight due to its TON treasury strategy, which may not fully prevent compliance issues related to anti-money laundering[87]. - Future regulatory actions could restrict the company's ability to recover Toncoin or funds from counterparties, adversely affecting financial condition and operations[77]. Operational Risks - The Company may face operational risks related to the Proof-of-Stake mechanism, including slashing penalties for validators[57]. - The Company expects to interact with various smart contracts, which may expose it to technical vulnerabilities and risks[62]. - The company may face challenges in executing its operational plans if it cannot access adequate funding due to lender commitments[65]. - The company relies on third-party custodians for Toncoin, which may expose it to risks including insolvency and operational failure[103]. - Cybersecurity incidents could lead to a partial or total loss of Toncoin, adversely affecting the company's financial condition[95]. Customer Dependency - The Company has one customer that represents 25% of its 2025 revenue, indicating a significant dependence on key customers[37]. - One customer accounted for 25.3% of the company's revenues during the fiscal year ended December 31, 2025, indicating a risk of dependency on major customers[142]. Market and Competitive Landscape - The company faces significant competition in the livestream shopping platform market, with many competitors having greater resources and established customer bases[143]. - The growth and acceptance of Toncoin are uncertain and may depend on various factors, including institutional demand and competition from other digital assets[80]. - Economic conditions significantly influence demand for the company's products and services, with discretionary spending being a key revenue driver[159]. Human Capital and Management - As of December 31, 2025, the Company had 25 full-time employees and two part-time employees, emphasizing its focus on human capital management[41]. - The company faces challenges in attracting and retaining qualified personnel, which is critical for managing growth and operational success[166]. Corporate Governance and Structure - The Company changed its name to TON Strategy Company and its trading symbol to "TONX" effective September 2, 2025[49]. - The company operates four business units: TON Strategy Company, MARKET.live, LyveCom, and Go Fund Yourself, with MARKET.live and LyveCom aggregated into a single reportable segment[211]. - The company's bylaws contain an exclusive forum provision, which could limit stockholders' ability to obtain a favorable judicial forum for disputes[188]. Future Financing and Capital Structure - The company may need to pursue additional financing sources to maintain working capital and meet financial obligations due to liquidity concerns[135]. - 16,000,000 shares of common stock have been registered under the equity incentive plans, and sales of these shares may result in material dilution[172]. Technology and Innovation - The integration of AI technologies into the company's platform may present operational, compliance, and reputational risks, potentially affecting business performance[153]. - The regulatory framework for AI technologies is rapidly evolving, creating uncertainty that could impact the company's operations and ability to enhance AI-based offerings[154].

Financial Performance - Total revenue for full year 2025 was $28.1 million, a decrease of 0.9% compared to $28.3 million in 2024[20] - Net loss attributable to American Shared Hospital Services for full year 2025 was $1.6 million, or $0.23 per share, compared to net income of $2.2 million, or $0.33 per diluted share in 2024[23] - Revenues for Q4 2025 were $7.728 million, a decrease from $9.069 million in Q4 2024, while total revenues for the year were $28.082 million, slightly down from $28.340 million in 2024[39] - Operating loss for Q4 2025 was $(1.401) million, compared to $(1.830) million in Q4 2024, with the annual operating loss increasing to $(3.588) million from $(2.805) million[39] - Net loss for Q4 2025 was $(1.008) million, an improvement from $(1.871) million in Q4 2024, while the annual net loss was $(2.727) million compared to a profit of $1.532 million in 2024[39] - Basic loss per share for Q4 2025 was $(0.09), compared to $(0.20) in Q4 2024, while the annual basic loss per share was $(0.23) versus $0.34 in 2024[39] Revenue Breakdown - Revenue from direct patient care services increased 23.7% year-over-year to $15.5 million for full year 2025, driven by operations from new centers in Rhode Island and Puebla, Mexico[20] - LINAC revenue for Q4 2025 was $11.5 million, up 35.4% year-over-year, while Gamma Knife revenue was $9.2 million, down 5.5% year-over-year[5] - Revenue from medical equipment leasing segment decreased 33.9% to $2.9 million for Q4 2025 due to lower PBRT volumes and the expiration of three Gamma Knife contracts[17] Margins and EBITDA - Gross margins for full year 2025 were 18% or $5.1 million, compared to 32% or $9.2 million for full year 2024[22] - Gross margin for Q4 2025 was $906,000, significantly lower than $3.204 million in Q4 2024, with annual gross margin dropping to $5.064 million from $9.185 million[39] - Adjusted EBITDA for Q4 2025 was $868,000, down from $3.8 million in Q4 2024[19] - Adjusted EBITDA for Q4 2025 was $868,000, down from $3.760 million in Q4 2024, with annual adjusted EBITDA decreasing to $5.461 million from $8.885 million[42] Financial Position - As of December 31, 2025, total current portion of long-term debt was approximately $17.3 million, with certain financial covenants not met[26] - Cash and cash equivalents decreased to $3.712 million as of December 31, 2025, from $11.275 million in 2024[40] - Current liabilities surged to $23.444 million in 2025, up from $10.405 million in 2024, indicating increased financial obligations[40] - Shareholders' equity, excluding non-controlling interests, decreased to $24.034 million in 2025 from $25.183 million in 2024[40] Strategic Developments - The company completed a seven-year lease extension with Orlando Health for its Proton Beam Radiation Therapy System, enhancing long-term partnership[6] - The company ended Q4 2025 with eight domestic medical equipment leasing agreements and six direct patient care service centers operating in the U.S. and Latin America[5] - The company reported a bargain purchase gain of $3.794 million in 2024, which was not present in 2025, impacting year-over-year comparisons[39]