Financial Position - As of December 31, 2025, the company had cash and cash equivalents of $2.9 million and an accumulated deficit of $181.9 million[71]. - The company incurred net losses of approximately $4.8 million and $10.7 million for the years ended December 31, 2025 and 2024, respectively[80]. - The company has approximately $214 million in net operating loss (NOL) carryforwards for U.S. federal tax purposes, but limitations under Section 382 may result in these NOLs expiring before utilization[129]. Revenue and Customer Concentration - The company discontinued the production of its memory IC products in 2024, which represented approximately 22% and 89% of revenues for the years ended December 31, 2025 and 2024, respectively[75]. - The company’s revenue concentration among a small number of customers poses credit risks that could negatively affect cash flow and financial condition[69]. - The company's five largest customers accounted for approximately 80% of total revenue for the year ended December 31, 2025, while the two largest customers represented about 86% for the year ended December 31, 2024[100]. - At December 31, 2025, two customers represented approximately 93% of total trade receivables, indicating high revenue concentration risks[102]. - The discontinuation of memory IC products is expected to negatively impact future revenues, with no meaningful revenue anticipated after December 2025[90]. Operational Risks - The company will need to raise additional capital to achieve sustainable revenues and profitable operations, with uncertainty regarding the availability of such capital[72]. - The company’s ability to continue as a going concern is dependent on raising additional capital and achieving sustainable revenues[72]. - The company faces risks related to supply chain disruptions due to shortages in the global semiconductor supply chain, which could impact revenue[69]. - The lengthy sales cycle for products ranges from six to 24 months, complicating revenue forecasting and increasing financial risk[97]. - Manufacturing defects and reduced yields from foundries can lead to increased costs and harm customer relationships, impacting revenue[88]. - The company relies on independent foundries for manufacturing, and any failure in this supply chain could damage customer relationships and sales[107]. - The company faces significant risks from natural disasters and pandemics affecting its third-party wafer foundry and testing vendors, potentially causing delays in IC product development and sales[108]. - Disruptions in the global semiconductor supply chain have led to increased lead times and product allocation, impacting customer relationships and revenue[110]. - Price increases from suppliers could adversely affect revenue and margins, with the company unable to pass on costs due to customer agreements limiting price adjustments[111]. Strategic Challenges - The company’s future revenue growth depends on winning designs with existing and new customers, which is critical for product revenue growth in subsequent years[86]. - The design-win process for the company's products typically takes one to three years, with significant costs incurred without guaranteed revenue[87]. - The need for continuous product development and enhancements is critical to maintaining market position and customer engagement[95]. - The company has not yet achieved the anticipated benefits of operating as a fabless semiconductor company, leading to increased operational losses[91]. - The semiconductor industry is cyclical, and downturns can adversely affect revenue and profitability, with fluctuations expected year-to-year[98]. Cybersecurity and Compliance Risks - The company is vulnerable to unauthorized access attempts and cyber threats, which could compromise data integrity and operational efficiency[130]. - The complexity of protecting intellectual property rights may reduce the value of the company's technology and expose it to litigation risks[114]. - The loss of key personnel could negatively impact technology development and customer relationships, as the company has not established key-man insurance or non-competition agreements[116]. - The company faces potential financial and operational difficulties due to security breaches, which could lead to significant costs and legal liabilities[131]. Market and Economic Factors - International operations expose the company to regulatory, economic, and political risks, which could adversely affect demand and operational results[120]. - Ongoing trade disputes and tariffs may raise costs of raw materials and components, negatively impacting product offerings and operational expenses[124]. - Increased inflation has led to higher costs for labor, materials, and transportation, which may adversely affect gross margins and profitability[138]. - Geopolitical issues and global economic disruptions, such as pandemics, could have a material adverse impact on the company's business[137]. Stock and Acquisition Risks - The company may experience volatility in its common stock price, which could negatively impact investment value and liquidity[140]. - There is a risk of delisting from Nasdaq if the company fails to meet continued listing requirements, which could adversely affect stock price and liquidity[146]. - The company is classified as a "smaller reporting company," resulting in reduced disclosure obligations that may make it less attractive to investors[148]. - Future acquisitions may not improve the company's financial position as planned, and there are risks associated with integration and retention of key personnel[136]. - Acquisitions may involve unanticipated costs and liabilities, potentially leading to economic dilution of earnings per share[135]. - The company may not be able to issue additional shares of common stock without stockholder approval, which could affect market price and ownership dilution[139]. - The company is evaluating a non-binding acquisition proposal from Mobix Labs, which may create business disruption and stock price volatility if not consummated[117].

Financial Performance and Risks - The company incurred significant losses since inception and anticipates continued losses, with insufficient revenues from product sales, raising concerns about future profitability [47]. - The company has faced challenges related to securing necessary funds for its strategies, which may impact its operational cash flows [47]. - The company is exposed to various financial risks, including market risk, interest rate risk, foreign currency risk, credit risk, and liquidity risk, as detailed in Note 23 of the 2025 Annual Financial Statements [699]. Ownership and Consolidation - The company has a 74% ownership stake in Focus Medical Herbs Ltd. and acquired the remaining 26% in May 2025, indicating ongoing consolidation efforts [27]. Regulatory Environment - The company operates under various regulatory frameworks in Israel and Germany, which could impact its business operations and financial condition [33]. - The company is vulnerable to geopolitical and regulatory changes in the cannabis market, particularly in Israel and Germany, which could affect its business outlook [50]. - The company relies on maintaining cannabis licenses and any failure to do so could have a material adverse impact on its operations [47]. Market Strategy and Growth Opportunities - The company is focused on expanding its market share in the cannabis industry, particularly in Israel and Germany, where demand trends are anticipated to grow [35]. - The company anticipates future opportunities for growth in Europe, particularly in the cannabis sector, as regulatory environments evolve [35]. Operational Challenges - The company is subject to various risks, including regulatory compliance, supply chain disruptions, and competitive dynamics, which could materially affect its financial performance [33]. - The company aims to improve margins and manage liquidity, with expectations regarding revenue and operating efficiencies being closely monitored [35]. - The company faces challenges in enforcing U.S. judgments against its officers and directors in Israel or the U.S. due to its incorporation in British Columbia and the residency of its directors and officers outside the U.S. and Canada [53].

Customer Base and Market Reach - As of December 31, 2025, the company had approximately 319 customers and worked with about 2,100 agencies, covering over 1,092 square miles, with 1,064 square miles live[1]. - The largest customer, the City of New York, accounted for 29% of revenues in 2025, while the City of Chicago accounted for 10%[119]. - In 2025, approximately 39% of ShotSpotter customers expanded their coverage areas by an average of almost eight square miles[110]. - The company plans to expand its international footprint, targeting approximately 200 cities outside the U.S. with populations over 500,000[111]. - The City of Chicago, the company's second largest customer, did not renew its contract in November 2024, increasing the significance of the City of New York from 23% of revenue in 2024 to 29% in 2025[159]. Product Offerings and Innovations - The flagship product, ShotSpotter, is trusted by 178 cities and 22 universities and corporations, enhancing public safety through gunshot detection[1]. - The company rolled out a perimeter-based sniper gunshot detection solution in Q1 2025, targeting utility substations[1]. - The company’s SafetySmart platform includes six data-driven tools aimed at improving public safety outcomes[1]. - CrimeTracer Gen3, launched in Q4 2025, integrates over 1 billion records from 2,100 agencies, improving investigative efficiency[70]. - CrimeTracer Gen3 features AI-driven analysis and natural language search capabilities, enhancing data accessibility for law enforcement[71]. - ResourceRouter uses AI to optimize patrol deployment, ensuring officers are in the right place at the right time for crime prevention[89]. - SafePointe's AI-based weapons detection system targets healthcare facilities, capitalizing on California's AB 2975 mandate for weapons detection by 2027[100]. - The company launched generative AI functions in the CrimeTracer Gen3 upgrade, including a natural language chatbot and AI-generated document summaries, aimed at reducing manual review time[125]. - The company has developed ShotSpotter for Campus and ShotSpotter for Corporate, with 22 customers under contract as of December 31, 2025[113]. Financial Performance and Revenue - The overall revenue retention rate was 99% for 2025, 105% for 2024, and 107% for 2023[110]. - The company had a net loss of $9.4 million for the year ended December 31, 2025, with an accumulated deficit of $113.7 million[167]. - Subscription revenues are recognized ratably over the term of contracts, which can lead to fluctuations in reported revenues and profitability[162]. - The company expects operating expenses to increase in the short term, which could negatively affect future operating results if revenues do not increase[168]. - The company has made several acquisitions, including LEEDS, LLC in November 2020, Forensic Logic in January 2022, and SafePointe in August 2023, to enhance its technology offerings[170]. Challenges and Risks - The sales cycle for government contracts can be lengthy and complex, often taking up to nine months or more, which may delay revenue recognition[173]. - The company is facing increased costs due to inflationary pressures and tariffs, which could affect its profitability[170]. - Economic uncertainties and political changes could limit funding availability for existing and potential customers, adversely impacting business growth and operating results[183]. - Negative publicity from incidents involving the company's solutions could harm reputation and affect new sales or renewals[180]. - The company faces competition from new entrants in the public safety solutions market, which could impact revenue growth[200]. - Liability risks associated with the nature of the company's gunshot detection solutions could have a material adverse effect on business[202]. Employee and Workplace Culture - The company had 54 employees in its research and development organization, focusing on advanced signal processing, sensor technology, and AI integration[125]. - The total attrition rate for the company in 2025 was less than 13%, reflecting good employee relations and retention strategies[141]. - Women represented 37% of the company's workforce, while underrepresented minorities accounted for 54%, showcasing a commitment to diversity and inclusion[142]. - The company has been designated a Great Place to Work® for the last seven years, indicating a positive workplace culture[141]. Technology and Integration - ShotSpotter service alerts emergency dispatch centers within 45 seconds of gunfire incidents, providing exact locations for faster response[63]. - The CrimeTracer dashboard provides real-time situational awareness, helping officers start shifts with critical information[73]. - PlateRanger integrates with ShotSpotter to enhance vehicle identification during gunshot events, improving investigative outcomes[94]. - The company has integrated CrimeTracer with the Thomson Reuters CLEAR platform, enhancing access to billions of public data records for its users[134]. Strategic Initiatives - The company aims to convert data into actionable intelligence to enhance law enforcement practices and community trust[2]. - The company is focused on reducing manufacturing costs and evolving its cloud-deployed infrastructure as part of its strategic initiatives[125]. - The company’s growth strategy includes cross-selling additional solutions to existing ShotSpotter customers, but there is no assurance of customer receptiveness[216]. - The company is focused on expanding its SafePointe weapons detection solution into new verticals, including healthcare and casino gaming, by 2027[216].

Market Presence and Growth - The company serves over 3,500 of the approximately 13,000 public school districts in the United States, with its K-12 platform deployed in over 80% of the largest 100 districts by student enrollment[26]. - The global education technology market is projected to grow at a compound annual growth rate (CAGR) of 13.3%, reaching $163.5 billion by 2024, while the AR, VR, and mixed reality market is expected to grow at a 37% CAGR to $647 billion by 2031[39]. - The company has partnered with over 25 resellers and expanded its customer network into over 50 countries, indicating significant international market penetration[26]. - The company aims to expand its content library and platform to address the needs of current and future customers in the education sector[50]. - The company plans to pursue additional software applications to increase its software revenue, indicating a strategy for targeted growth[50]. Financial Performance - Consolidated revenue for the year ended December 31, 2025 decreased by 27% compared to 2024, which itself had decreased by 13% compared to 2023[61]. - In 2025, the five largest customers accounted for approximately $4.1 million of revenue, with the largest customer contributing $1.9 million, representing about 15% and 7% of total revenue, respectively[71]. - The company has experienced budgetary uncertainty among customers due to changes in federal funding, impacting liquidity and operational results[57]. - The company anticipates continued net losses in the foreseeable future due to increased operating expenses associated with customer acquisition and platform expansion[104]. - The company experienced a net loss of approximately $25.4 million for the year ended December 31, 2025, and approximately $20.8 million for the year ended December 31, 2024, with an accumulated deficit of $315.8 million as of December 31, 2025[104]. Operational Challenges - The company’s revenue growth has been impacted by the expiration of federal stimulus funding, leading to a tighter budgetary environment for K-12 customers[45]. - The company has observed extended sales cycles and potential loss of sales due to increased scrutiny and policy divergence in the education sector[58]. - The time required to make sales is influenced by customer purchasing processes and recent changes in funding allocations, leading to extended evaluation periods[72]. - The company must continue to develop new products to remain competitive, but there is uncertainty regarding market acceptance of these new offerings[63]. - The company may face challenges in scaling its technical infrastructure to meet increased demands, which could adversely affect customer retention and revenue growth[70]. Intellectual Property and Legal Risks - The company has over 80 patents issued and more than ten pending patent applications as of December 31, 2025, indicating a strong focus on protecting its intellectual property[49]. - The company faces risks related to inventory management, including potential excess inventory if demand is overestimated, which could increase costs and tie up capital[77]. - The company has received letters alleging patent and trademark infringements, which could lead to increased operating expenses and potential legal liabilities[120]. - The company is involved in ongoing litigation related to a failed merger, which may result in costly legal proceedings[118]. - The company may need to engage in costly litigation to protect its intellectual property rights, diverting resources from core business activities[128]. Workforce and Management - The company employs 54 full-time employees and engages part-time experts and contractors, reflecting a flexible workforce strategy[50]. - The company is dependent on attracting and retaining skilled personnel, facing intense competition for qualified individuals in the technology sector[83]. - Retention of key employees is crucial for operations, with potential detrimental effects if key personnel leave[220]. - The Chief Information Security Officer (CISO) oversees cybersecurity risk management, supported by a team of senior management[174]. - The company has modified its business practices in response to the COVID-19 pandemic, which could impact workforce effectiveness and operational performance[81]. Compliance and Regulatory Issues - Operating as a public company has resulted in increased expenses due to compliance with various regulations, which could adversely affect financial results[121]. - The company is classified as a "controlled company," which allows it to rely on certain exemptions from corporate governance requirements, potentially reducing protections for stockholders[149]. - Compliance with the Sarbanes-Oxley Act may require significant financial and management resources, impacting the company's ability to implement necessary controls[160]. - The company has recorded an account payable of $0.6 million related to a breach of contract claim from Jiangxi Kmax Industrial Co., Ltd.[181]. - The company is subject to potential securities litigation, which could result in substantial costs and divert management's attention[159]. Cybersecurity and Risk Management - The company has adopted processes for managing cybersecurity risks as part of its overall risk management strategy[171]. - The company has been targeted by cyber-attacks in the past, and any successful attack could lead to significant reputational damage and operational disruptions[140]. - The company has established contingency plans for IT system failures and security breaches, but risks remain that could materially affect its business and financial condition[137]. - The company has processes in place for disaster recovery, but the efficacy of these processes could be impacted by various factors, potentially leading to additional reputational damage and revenue loss[142]. Market Compliance and Future Outlook - The company has received letters from Nasdaq indicating that its market value of listed securities (MVLS) was below $35 million and the closing bid price was below $1.00 for 30 consecutive business days[143]. - The company has until May 26, 2026, to regain compliance with the MVLS requirement and until June 9, 2026, to regain compliance with the bid price requirement[144]. - If the company fails to regain compliance, it may face delisting from Nasdaq, which could limit the public market for its common stock and make future financing more difficult[145]. - The company does not intend to pay cash dividends for the foreseeable future, meaning returns on investment will depend on stock price appreciation[156]. - The company may continue to be classified as a smaller reporting company if its market value held by non-affiliates remains below $700 million or annual revenue is below $100 million[155].

IPO and Financing - The company completed its Initial Public Offering (IPO) on March 3, 2025, raising gross proceeds of $23,000,000 from the sale of 23,000,000 Units at a price of $10.00 per Unit[23]. - A total of $231,150,000 was placed in the Trust Account maintained by Continental, acting as trustee[25]. - An additional $4,500,000 was generated from the private sale of 4,500,000 Private Placement Warrants at a price of $1.00 per warrant[217]. - The Initial PIPE Investors agreed to purchase 13,695,652 shares at a price of $9.20 per share, totaling an aggregate purchase price of $126.0 million[64]. - The company has funds available for a Business Combination amounting to $239,042,295 as of December 31, 2025, excluding amounts held outside of the Trust Account for working capital[96]. Business Combination and Merger Agreement - The company has a deadline to complete its initial Business Combination by March 3, 2027, with the possibility of earlier liquidation if not completed[26]. - The Teamshares Merger Agreement includes a total consideration of $525,000,000 in newly issued common stock for Teamshares stockholders at the Closing, with each share valued at $10.00[31]. - The Teamshares Merger Agreement allows for the acceleration of Earnout Shares if a change of control occurs with an implied share price of $12.00 or more[33]. - The merger agreement includes customary conditions such as shareholder approvals and regulatory clearances, with a deadline of May 31, 2026, for satisfaction[50]. - The company anticipates structuring its initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% if it meets certain objectives[89]. Management and Governance - The post-Closing board of directors will consist of up to nine directors, with a majority qualifying as independent directors under Nasdaq rules[40]. - Significant Company Holders have agreed to vote in favor of the merger and not to transfer their shares during the lock-up period[56]. - Management team members will enter into lock-up agreements preventing the transfer of restricted securities for four years, with early release conditions[58]. - Non-competition and non-solicitation agreements will be established for management team members for two years post-Closing[59]. - The company plans to evaluate the management team of any prospective target business closely, including Teamshares, to assess the desirability of the Business Combination[109]. Financial Reporting and Compliance - Teamshares is required to deliver PCAOB-audited financial statements for fiscal years ending December 31, 2023, and December 31, 2024, within 30 days of the merger agreement[45]. - The company intends to evaluate its internal control procedures as required by the Sarbanes-Oxley Act for the fiscal year ending December 31, 2025[164]. - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2025, which could lead to misstatements in financial statements[187]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[166]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements until it meets certain market value or revenue criteria[169]. Risks and Challenges - The company may face conflicts of interest due to the ownership of Founder Shares and Private Placement Warrants by its Management Team and independent directors[90]. - The company is subject to competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[160]. - The company may face difficulties in obtaining additional financing for its initial Business Combination or funding operations of a target business, which could lead to restructuring or abandonment of the Business Combination[171]. - Recent fluctuations in inflation and interest rates could complicate the consummation of an initial Business Combination[172]. - The company may not complete its initial Business Combination, including the Teamshares Business Combination, within the Combination Period, leading to liquidation and redemption of Public Shares[171]. Shareholder Rights and Redemption - Public Shareholders may redeem their shares irrespective of their voting decision, with the redemption process potentially incurring a fee of approximately $100[143]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to any redemption for their shares[145]. - The company requires 8,625,000, or 37.5%, of the 23,000,000 Public Shares to be voted in favor of the initial Business Combination for approval[132]. - The company will not restrict Public Shareholders' ability to vote all of their Public Shares for or against the initial Business Combination[141]. - The nominal purchase price paid by the Sponsor for Founder Shares is approximately $0.004 per share, leading to immediate and substantial dilution for Public Shareholders[181]. Trust Account and Liquidation - The Trust Account holds funds that may be reduced below $10.05 per Public Share due to third-party claims, which could impact the ability to complete the initial Business Combination[155]. - The estimated Redemption Price upon dissolution is approximately $10.39 per share as of December 31, 2025, but actual amounts may be lower due to creditor claims[152]. - The company has approximately $1,330,000 of proceeds held outside the Trust Account as of December 31, 2025, to cover costs associated with dissolution[151]. - If the company does not complete the initial Business Combination within the Combination Period, it will cease operations and redeem Public Shares[148]. - The company’s Sponsor, officers, and directors have waived their rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed[149].

IPO and Financing - The company completed its Initial Public Offering (IPO) on March 3, 2025, raising gross proceeds of $23,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[23]. - A total of $231,150,000 was placed in the Trust Account maintained by Continental, acting as trustee[25]. - An additional $4,500,000 was generated from the private sale of 4,500,000 Private Placement Warrants at $1.00 per warrant[217]. - A total of $231,150,000 from the net proceeds of the IPO and Private Placement was placed in the Trust Account[218]. - The Trust Account may only be invested in U.S. government securities, money market funds, or bank deposits until the completion of a Business Combination[218]. - The company has funds available for a Business Combination amounting to $239,042,295 as of December 31, 2025, excluding amounts held outside of the Trust Account for working capital[96]. - The company may seek additional financing through private offerings of debt or equity securities to complete its initial Business Combination if the cash portion of the purchase price exceeds available amounts from the Trust Account[100]. - The company may raise funds through equity or debt to satisfy cash requirements for the initial Business Combination[138]. Teamshares Merger Agreement - The Teamshares Merger Agreement includes a total consideration of $525,000,000 in newly issued common stock for Teamshares stockholders at the Closing, with each share valued at $10.00[31]. - The company plans to domesticate from the Cayman Islands to Delaware as part of the Teamshares Merger Agreement[30]. - The Teamshares Merger Agreement requires cash and cash equivalents of at least $120,000,000 at closing, including funds from the Trust Account and proceeds from Transaction Financings[47]. - The Teamshares Merger Agreement includes customary conditions for closing, such as shareholder approvals and regulatory clearances, with a deadline of May 31, 2026, for satisfaction of these conditions[46]. - The agreement stipulates that Teamshares' obligations to consummate the merger are contingent upon the accuracy of representations and warranties made by both parties[49]. - The Teamshares Merger Agreement allows for the potential extension of the Combination Period with shareholder approval[27]. - The Teamshares Merger Agreement is governed by the laws of the State of Delaware, with exclusive jurisdiction in federal and state courts located there[55]. - The Teamshares Merger Agreement was entered into on November 14, 2025, involving multiple parties including Merger Subs and Teamshares[221]. - At the Closing, Merger Sub will merge with Teamshares, making Teamshares a wholly-owned subsidiary[221]. - All issued and outstanding capital stock of Teamshares will be cancelled and exchanged for Stockholder Merger Consideration[221]. - Earnout Participants will receive their Earnout Shares as part of the merger transaction[221]. - In-the-money Teamshares options will be assumed and replaced with options exercisable into shares of the company's common stock[221]. Business Combination Requirements - The company must complete its initial Business Combination by March 3, 2027, or face termination and distribution of Trust Account amounts[26]. - The company anticipates structuring its initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% if it meets certain objectives[89]. - The company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account to satisfy the Nasdaq Rules[87]. - If the initial Business Combination is not completed within the Combination Period, the Sponsor's investment in Founder Shares and Private Placement Warrants may become worthless[88]. - The company requires at least 8,625,000 (37.5%) of the 23,000,000 Public Shares to be voted in favor of the initial Business Combination for approval[132]. - If the initial Business Combination is not completed within the Combination Period, the company will redeem Public Shares at a price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[148]. - The company may not have the resources to diversify operations after the initial Business Combination, which could increase risks associated with being in a single line of business[108]. - The company may face conflicts of interest due to its officers and directors having fiduciary obligations to other entities, which could affect the ability to complete the initial Business Combination[91]. - The company may engage finders to identify target business opportunities, with fees typically tied to the completion of a transaction[104]. - The company may enter into transactions to incentivize Public Shareholders to vote in favor of the initial Business Combination, although no current commitments exist[119]. Shareholder Rights and Redemptions - Public Shareholders can redeem their shares irrespective of their voting decision on the proposed transaction[133]. - The company will provide Public Shareholders with the opportunity to redeem shares either through a general meeting or a tender offer upon completion of the initial Business Combination[129]. - The company may conduct redemptions without a shareholder vote under certain conditions, but will seek approval for business reasons when necessary[115]. - If the cash consideration required for redemptions exceeds available cash, the initial Business Combination will not be completed, and all submitted Public Shares will be returned[126]. - The company has a limitation that Public Shareholders cannot redeem more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[139]. - The company intends to conduct redemptions in conjunction with a proxy solicitation and file proxy materials with the SEC[134]. - If the company conducts redemptions under tender offer rules, the offer will remain open for at least 20 business days[135]. - The company’s Sponsor, officers, and directors have waived their rights to liquidating distributions from the Trust Account for any Founder Shares if the initial Business Combination is not completed[149]. Risks and Challenges - The company has substantial doubt about its ability to continue as a going concern due to potential financing needs and the deadline for liquidating the Trust Account[185]. - The company may face difficulties in obtaining additional financing for its initial Business Combination or funding operations of a target business, which could lead to restructuring or abandonment of the Business Combination[172]. - The company is subject to competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[160]. - Increased competition among SPACs for attractive targets may raise costs and hinder the ability to find suitable Business Combination opportunities[171]. - The company may face regulatory review and approval requirements for its initial Business Combination, which could delay or prohibit the transaction[177]. - The company may not be able to maintain control of a target business after the initial Business Combination, impacting operational effectiveness[177]. - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2025, which could lead to misstatements in financial statements[187]. - The company may not have sufficient funds to satisfy indemnification claims of its directors and officers, impacting financial stability[180]. - The company’s officers and directors may have conflicts of interest due to their obligations to other entities, which could affect decision-making regarding Business Combinations[180]. - The company may experience reduced interest income from the Trust Account if investments are liquidated, impacting shareholder returns[180]. Management and Strategy - The business strategy focuses on identifying companies with an enterprise value between $500 million and $2 billion that have a defensible market position and strong management teams[75][78]. - The Management Team has extensive experience with SPACs, having completed successful Business Combinations with substantial committed capital in prior ventures[70]. - The Management Team and Senior Advisor have developed a broad network of contacts globally, which is expected to provide substantial investment opportunities for initial Business Combination targets[106]. - The company may issue additional Class A Ordinary Shares or preference shares to complete the initial Business Combination, which could dilute existing shareholders' interests[174]. - The company plans to recruit additional managers post-Business Combination, but there is no assurance that suitable candidates will be available[113]. - The Management Team's assessment of the target business's management may not be accurate, and future management may lack necessary skills[109]. Legal and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[166]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion[168]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements until it meets certain market value or revenue criteria[169]. - The company has not guaranteed that third parties will waive claims to the Trust Account, which could expose the Trust Account to creditor claims[154]. - The company’s Public Shareholders are entitled to receive funds from the Trust Account only under specific conditions, including the completion of the initial Business Combination[159]. - The company may face legal action from independent directors against the Sponsor to enforce indemnification obligations if necessary[156]. - The company has not requested its Sponsor to reserve for indemnification obligations, raising concerns about the Sponsor's ability to satisfy such obligations[155]. Market Conditions - The company is subject to risks associated with geopolitical tensions, which could impact its ability to find a target for a Business Combination[191]. - The ongoing conflicts and sanctions may lead to market disruptions and increased volatility in commodity prices, affecting potential target companies[194]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering, but remains vulnerable to such risks[198].

IPO and Financing - The company completed its Initial Public Offering on September 17, 2021, selling 10,000,000 units at $10.00 per unit, generating gross proceeds of $100,000,000[20]. - A private sale of 10,000,000 warrants was completed simultaneously, generating an additional $5,000,000 in gross proceeds[21]. - The underwriters exercised an over-allotment option, resulting in the sale of an additional 1,500,000 units for $15,000,000[22]. - The total net proceeds from the Initial Public Offering and private placements amounted to $116,150,000, which were placed in the Trust Account[23]. - As of December 31, 2025, approximately $3.1 million remained in the Trust Account after redemptions totaling around $116 million[24]. - The company has deposited $2,130,000 into the Trust Account in connection with various Extension Notes[84]. - The company has received loans totaling $3,727,932 from the Sponsor, which are non-interest bearing and payable upon consummation of a business combination[186]. - The company may need to borrow additional funds if the available funds outside the Trust Account are insufficient to cover operational expenses[118]. Business Strategy and Operations - The company is pursuing a broad acquisition strategy across various industries, not limited to financial services, to identify scalable business opportunities[27]. - The company aims to leverage technology, including big data and machine learning, to enhance customer experience and operational efficiency[28]. - The proposed business combination with Xtribe was terminated during the fiscal year ended December 31, 2025[40]. - A new Business Combination Agreement was entered into with Embed Financial Group Holdings on December 2, 2025, which has not yet been consummated[41]. - The company anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business, with the possibility of issuing a significant amount of debt or equity securities to finance the acquisition[44]. - The company may seek to recruit additional managers for the target business, but there is uncertainty regarding the ability to find qualified candidates[48]. - The management team of the target business will be evaluated, but there is a risk that the future management may lack the necessary skills to manage a public company[46]. - The company may pursue business combinations with entities affiliated with insiders, which could raise potential conflicts of interest[184]. Redemption and Stockholder Rights - Public stockholders may convert their shares into their pro rata share of the Trust Account, but insiders have agreed not to participate in this conversion[52]. - During the vote to approve the November 2022 Extension Amendment, holders of 9,606,887 shares of Public Stock redeemed their shares for cash at a redemption price of approximately $10.20 per share, totaling an aggregate redemption amount of approximately $98.0 million[61]. - The company will redeem 100% of the outstanding Public Stock for a pro rata portion of the funds held in the Trust Account if a business combination is not completed by the Termination Date[86]. - The anticipated per-share distribution from the Trust Account could be less than approximately $10.10 due to potential claims from creditors[93]. - Stockholders will only receive funds from the Trust Account if the Initial Business Combination is not completed within the required time period[96]. - The company’s insiders and advisory board members have waived their rights to participate in any redemption related to their founder shares[94]. - Holders of 627,684 shares of Public Stock redeemed their shares for cash at a price of approximately $10.71 per share, totaling an aggregate redemption amount of $6,721,794.56[64]. - Holders of 122,306 shares of Public Stock redeemed their shares for cash at a price of approximately $10.81 per share, totaling an aggregate redemption amount of $1,322,518[67]. - Holders of 650,790 shares of Public Stock redeemed their shares for cash at a price of approximately $11.32 per share, totaling an aggregate redemption amount of approximately $7,367,204[71]. Compliance and Regulatory Issues - The company is classified as an emerging growth company and will remain so for up to five years unless certain financial thresholds are exceeded, such as total revenues exceeding $1.235 billion[109]. - The company has registered its Units, Common Stock, Warrants, and Rights under the Exchange Act and is required to file periodic reports with the SEC, including audited financial statements[106]. - The company may not be able to complete its Initial Business Combination if the target business does not have the necessary financial statements prepared in accordance with U.S. GAAP or IFRS[107]. - The company must ensure that investment securities do not constitute more than 40% of total assets to avoid being classified as an investment company[144]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act[143]. - Compliance with the Sarbanes-Oxley Act may require substantial resources and could delay the completion of the Initial Business Combination[155]. - The SEC's SPAC Final Rules may increase costs and time needed to complete an Initial Business Combination[142]. Market and Competition - The company faces intense competition from established entities such as blank check companies, venture capital firms, and private equity groups, which may have greater financial and technical resources[103]. - The increase in special purpose acquisition companies (SPACs) seeking targets may lead to a scarcity of attractive targets and increased costs for Initial Business Combinations[136]. - Intense competition from other entities, including venture capital and leveraged buyout funds, may limit the company's ability to consummate attractive business combinations[135]. - The company may not be able to meet closing conditions for a business combination if too many public stockholders exercise their redemption rights, potentially leading to a search for alternative targets[133]. Financial Risks and Liabilities - The company may incur substantial additional debt to complete a business combination, which could negatively impact its financial condition[191]. - The proceeds held in the Trust Account could be reduced by third-party claims, potentially lowering the per-share redemption price for stockholders[119]. - The company may face potential liabilities for claims by third parties against it, which could extend beyond the third anniversary of any distributions received by stockholders[121]. - If the company fails to comply with Delaware law procedures, stockholders could be liable for claims extending beyond three years[89]. - The company may face challenges in maintaining the listing of its shares on a national securities exchange if significant purchases of Common Stock occur in the open market[132]. - The company may face significant risks if it effects its Initial Business Combination with a target business located outside of the United States, including currency fluctuations and regulatory challenges[215]. - The inability to enforce legal rights in jurisdictions outside the United States could result in significant losses for the company[217]. Internal Controls and Governance - A material weakness in internal control over financial reporting was identified related to incorrectly filing income taxes in Delaware[204]. - The company identified a material weakness related to the review and approval of cash disbursements from the Trust Account[205]. - The board of directors may be viewed as having breached its fiduciary duties if distributions are made to stockholders before addressing creditor claims, exposing the company to punitive damages[125]. - The board of directors is divided into three classes, allowing insiders to maintain control until the business combination is consummated[171]. - The company has approximately 93% of its shares controlled by insiders, which may influence stockholder votes on business combinations[168]. Future Outlook and Liquidation - The company has until September 17, 2026, to consummate its Initial Business Combination, or it may be forced to liquidate[113]. - If the Initial Business Combination is not completed, public stockholders may receive approximately $10.10 per share upon liquidation of the Trust Account[154]. - The company plans to liquidate assets and redeem Public Stock within ten business days after the Termination Date if no business combination is achieved[94]. - The company may lose the ability to complete business combinations if target businesses cannot provide required financial statements in time[162]. - The company may require additional financing to fund operations or growth of the target business, which could adversely affect development[138].

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 001-40796 WINVEST ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Delaware | 86-2451181 | | --- | --- ...

Financial Performance - The company recognized $0.7 million in revenue for the year ended December 31, 2025, related to the provision of fire safety and protection equipment following the acquisition of Fitters Sdn. Bhd.[264] - Total revenue for the year ended December 31, 2025, was $747,000, a significant increase of 1,637% compared to $43,000 in 2024[294]. - The gross margin across all revenue streams was approximately 19% of gross revenues, with 80% generated from low-margin product sales[297]. - The company expects modest growth in fire safety revenues, particularly due to the expansion of data centers in Southern Malaysia[296]. Cash and Liquidity - As of December 31, 2025, the company had cash and cash equivalents of $3.5 million and an accumulated deficit of $454.4 million[266]. - The company anticipates that its current cash resources will allow it to meet liquidity requirements into the third quarter of 2026, but there is substantial doubt about its ability to continue as a going concern beyond that[270]. - Cash and cash equivalents increased to $3.5 million in 2025 from $3.1 million in 2024[310]. - Net cash used in operating activities decreased by $3.1 million, from $7.99 million in 2024 to $4.77 million in 2025[312]. - Net cash provided by financing activities was $5.3 million in 2025, compared to $7.8 million in 2024[314]. - Current assets increased to $6.3 million in 2025 from $3.7 million in 2024, while current liabilities decreased from $6.3 million to $1.3 million[310]. - Total working capital improved to a surplus of $4.9 million in 2025 from a deficit of $2.6 million in 2024[310]. Operational Changes - Following the creditors' voluntary liquidation of Cyclacel Limited, the company lost operational control over it, resulting in an increase in stockholders' equity by approximately $4.9 million[258]. - The company has shifted its focus to the development of the plogosertib clinical program only after the liquidation of Cyclacel Limited[259]. - The company does not anticipate incurring further material research and development expenditures following the liquidation of Cyclacel Limited and the sale of plogosertib[301]. Expenses - Research and development expenses decreased by $5.8 million from $6.7 million in 2024 to $848,000 in 2025, representing a reduction of 87%[300]. - General and administrative expenses increased by $2.3 million from $5.4 million in 2024 to $7.7 million in 2025, a rise of 43%[303]. - General and administrative expenditures for 2026 are expected to reduce significantly compared to 2025 due to the elimination of nonrecurring costs[304]. Financing Activities - The company issued 3,000,000 shares of Series F Convertible Preferred Stock for aggregate gross proceeds of $3 million, with all shares converted into 654,000 shares of common stock during 2025[274][276]. - The company issued 1,000,000 shares of Series E Convertible Preferred Stock at $1.00 per share, raising $1 million for general corporate purposes[278]. - An additional 119,136 shares of Common Stock were issued to Helena as Make-Whole Shares in February 2026[281]. Other Income and Tax - Total other income, net increased by $5.4 million from $10,000 in 2024 to $5.4 million in 2025, primarily due to a $4.9 million gain on deconsolidation of Cyclacel Limited[305]. - Income tax benefit decreased significantly by approximately $0.8 million, from a benefit of $782,000 in 2024 to a charge of $7,000 in 2025[308]. Foreign Exchange and Investments - The company recorded a foreign exchange gain of $73,000 in 2025, compared to a loss of $54,000 in 2024, an increase of $127,000[306]. - The company has no net cash used in investing activities for both 2025 and 2024[313]. - The company is no longer eligible to receive UK research and development tax credits following the liquidation of its UK subsidiary[309].

Financial Performance - Total revenue for the year ended December 31, 2025, was $747,000, a significant increase from $43,000 in 2024, representing a growth of 1,637%[294]. - The company recognized $0.7 million in revenue for the year ended December 31, 2025, related to the provision of fire safety and protection equipment following the acquisition of Fitters Sdn. Bhd.[264]. - The gross margin across all revenue streams was approximately 19% of gross revenues, with 80% generated from low-margin product sales[297]. - The company expects modest growth in fire safety revenues, particularly due to the expansion of data centers in Southern Malaysia[296]. Cash and Liquidity - As of December 31, 2025, the company had cash and cash equivalents of $3.5 million and an accumulated deficit of $454.4 million[266]. - Cash and cash equivalents increased to $3.5 million in 2025 from $3.1 million in 2024[310]. - Net cash used in operating activities decreased by $3.1 million, from $7.99 million in 2024 to $4.77 million in 2025[312]. - Net cash provided by financing activities was $5.3 million in 2025, compared to $7.8 million in 2024[314]. - Current assets increased to $6.3 million in 2025 from $3.7 million in 2024, while current liabilities decreased from $6.3 million to $1.3 million[310]. Operating Expenses - Research and development expenses decreased by $5.8 million from $6.7 million in 2024 to $848,000 in 2025, a reduction of 87%[300]. - General and administrative expenses increased by $2.3 million from $5.4 million in 2024 to $7.7 million in 2025, representing a 43% increase[303]. - General and administrative expenditures for 2026 are expected to reduce significantly compared to 2025 due to the elimination of nonrecurring costs[304]. Strategic Actions - The company plans to focus on the development of the plogosertib clinical program and has repurchased related assets for approximately $0.3 million[259]. - The company aims to position itself as a key player in Malaysia's fire safety market, focusing on trading and distribution of fire safety products[262]. - The company has no plans to repurchase rights to or assets of the fadraciclib program, which continues to be marketed for sale by the joint liquidator[260]. Stock and Equity Transactions - The company entered into a securities purchase agreement with investors for the purchase of 3,000,000 shares of Series F Convertible Preferred Stock at a price of $1.00 per share, generating gross proceeds of $3 million[274]. - The company issued 1,402,605 shares of common stock in exchange for existing warrants, recording a deemed dividend of approximately $9.5 million[271]. - The company issued 1,000,000 shares of Series E Convertible Preferred Stock at $1.00 per share, raising $1 million for general corporate purposes[278]. - An additional 119,136 shares of Common Stock were issued as Make-Whole Shares to Helena in February 2026[281]. - The company completed a one-for-sixteen reverse stock split and a subsequent one-for-fifteen reverse stock split of its common stock in 2025[253]. Other Income and Tax - Total other income, net increased by $5.4 million from $10,000 in 2024 to $5.4 million in 2025, primarily due to a $4.9 million gain on deconsolidation of Cyclacel Limited[305]. - Income tax benefit decreased significantly by approximately $0.8 million, from a benefit of $782,000 in 2024 to a charge of $7,000 in 2025[308]. Liquidation and Control Changes - Following the creditors' voluntary liquidation of Cyclacel Limited, the company lost operational control over it, resulting in an increase in stockholders' equity by approximately $4.9 million[258]. - The company is no longer eligible to receive UK research and development tax credits following the liquidation of its UK subsidiary[309]. Foreign Exchange Impact - Favorable foreign exchange movements resulted in a gain of $73,000 in 2025, compared to a loss of $54,000 in 2024, an increase of $127,000[306].