IPO and Fundraising - The company completed its IPO on October 11, 2023, raising a total of $100.5 million from the sale of 10,000,000 units, with each unit priced at $10.05[18][20]. - The company has generated proceeds of $8,490,535 from a private placement of warrants, which are identical in terms to the public warrants[19]. - The company plans to raise a total of $115,000,000 through a forward purchase agreement and additional funds from PIPE investors if needed[45]. - The net proceeds from the IPO and certain proceeds from the sale of the Private Warrants amount to $100,500,000, which may only be invested in direct U.S. Treasury obligations with a maturity of 185 days or less or in certain money market funds[180]. Business Combination Plans - The company has signed a non-binding letter of intent for a business combination with Kneron Holding Corporation, a provider of edge AI solutions, and is actively negotiating terms for a binding agreement[17][31]. - The company has identified and prioritized initial targets for business combinations following a detailed assessment of SparkLabs Group ecosystem companies[31]. - The company is targeting late-stage technology startups in Asia or U.S. technology companies with a strong Asia presence, focusing on those with an enterprise value greater than $1 billion[25]. - The company has letters of intent for potential business combinations with Kneron and a hospitality software company, but these are non-binding[142]. Financial Position and Trust Account - The company has placed $100.5 million in a trust account for the benefit of public shareholders, which will not be released until certain conditions are met, including the completion of the initial business combination by September 29, 2026[20]. - The trust account initially holds $10.05 per public share, which will be distributed to investors who redeem their shares[71]. - The company has trust funds available for a business combination amounting to $25,164,437 as of December 31, 2025, providing options for liquidity events, capital for growth, or debt reduction[43]. - The company currently has three executive officers with total annual compensation of $625,000 for the CEO, CFO, and COO, and $75,000 for each independent director[105]. Redemption Rights and Shareholder Actions - Public shareholders can redeem their Class A ordinary shares for cash upon completion of the initial business combination, subject to certain limitations[71]. - A public shareholder is restricted from redeeming more than 15% of the shares sold in the IPO without prior consent, to prevent undue influence on the business combination[79]. - The company will not redeem public shares if the business combination does not close, and the redemption rights do not apply to warrants[71]. - The redemption process will require public shareholders to tender their shares electronically or by certificate prior to the scheduled vote on the business combination[83]. Risks and Challenges - The company may face risks associated with a lack of diversification, as success may depend entirely on the performance of a single business post-combination[56]. - The company may face intense competition from other entities in identifying and acquiring target businesses, which may limit its ability to complete a business combination[104]. - The company may not be able to consummate an initial business combination by September 29, 2026, which would lead to liquidation and redemption of public shares[121]. - The company may face challenges in acquiring target businesses that comply with the Sarbanes-Oxley Act regarding internal controls, which could increase acquisition costs and time[109]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements until it meets specific revenue or market value thresholds[112]. - The company is subject to the rules and regulations of the Exchange Act, and it has no current intention of suspending its reporting obligations[110]. - The SEC's 2024 SPAC Rules may impose additional disclosure requirements and increase costs associated with completing an initial business combination, potentially affecting the company's operations[196]. - The company is required to comply with various laws and regulations, and any failure to do so could adversely affect its ability to negotiate and complete an initial business combination[195]. Management and Governance - The company’s management team has agreed to waive their rights to liquidating distributions from the trust account concerning founder shares if the initial business combination is not completed by the deadline[90]. - The company’s Sponsor and management team collectively own 74.2% of outstanding ordinary shares, allowing them to approve a business combination without public shareholder support[130]. - Holders of Class A ordinary shares will not have voting rights on director elections prior to the initial business combination[205]. - The company has not yet selected specific target businesses for the initial business combination, making it difficult to assess potential risks[211].

Financial Performance - Glucotrack reported a net loss of $19.4 million for the full year 2025, a decrease from a net loss of $22.6 million in 2024, primarily due to non-cash losses related to debt settlement[10] - General and administrative expenses rose to $6.3 million in 2025, up from $5.1 million in 2024, mainly due to increased professional fees and personnel costs[9] - Cash and cash equivalents as of December 31, 2025, were $7.4 million, an increase from $5.6 million at the end of 2024, attributed to $17.0 million from financing activities[11] - The company completed a $4.0 million private placement in December 2025, selling 1,033,591 shares at an effective price of $3.87 per share[4] Research and Development - Research and development expenses increased to $9.8 million in 2025 from $9.5 million in 2024, driven by heightened product design and pre-clinical activities[8] - The company initiated a multicenter feasibility study in Australia to evaluate the performance and safety of its continuous blood glucose monitoring product[7] - Glucotrack's continuous blood glucose monitoring system is designed for a sensor longevity of three years, with no on-body wearable component[14] - The company strengthened its intellectual property portfolio with three new patents for its implantable continuous blood glucose monitoring technology[4] Regulatory and Clinical Trials - Glucotrack plans to submit an Investigational Device Exemption (IDE) to the FDA in the second quarter of 2026 to initiate U.S. clinical trials for its continuous blood glucose monitoring technology[2] - The anticipated U.S. clinical trial program for the continuous blood glucose monitoring product is expected to launch in the second half of 2026, pending FDA approval[7]

Financial Performance - In 2025, the company sold 43,129 batteries, generating net sales of $58.6 million, compared to 42,447 batteries and $50.6 million in net sales in 2024, reflecting a year-over-year increase of approximately 2% in units sold and 15.8% in revenue [271]. - The company reported a net loss of $69.9 million for the year ended December 31, 2025, compared to a net loss of $40.6 million in 2024, indicating a year-over-year increase in losses of approximately 72% [277]. - Net sales increased by $8.0 million, or 15.8%, to $58.6 million for the year ended December 31, 2025, compared to $50.6 million for 2024, driven by higher OEM battery and accessory sales [316]. - Gross profit increased by $4.0 million, or 34.6%, to $15.7 million for the year ended December 31, 2025, with a gross profit percentage of 26.7%, up 3.7% from the previous year [318]. - The company reported a net loss attributable to common shareholders of $70.8 million for the year ended December 31, 2025, compared to a net loss of $40.6 million in 2024 [350]. - Adjusted EBITDA for 2025 was $(11.8) million, an improvement from $(18.5) million in 2024 [350]. Cash and Financing - As of December 31, 2025, the company had cash totaling $18.3 million and raised $90.9 million in net proceeds from various financings during the year [277]. - The company raised approximately $28.8 million in gross proceeds from the First October 2025 Offering of 2,000,000 shares at $12.50 per share, including an additional 300,000 shares sold [292]. - The Second October 2025 Offering involved 3,600,000 shares at $13.50 per share, along with prefunded warrants for 500,000 shares at the same price [293]. - The company raised a total of $90 million through multiple capital raises in 2025 and early 2026 to alleviate substantial doubt regarding its ability to continue as a going concern [373]. - The company entered into an Equity Distribution Agreement for up to $50.0 million in gross proceeds through an at-the-market equity offering program [297]. - The company is obligated to maintain a minimum liquidity of $5.0 million under the Term Loan Agreement [357]. Operational Developments - The company completed the construction of a proprietary cell electrode manufacturing pilot line in July 2023, demonstrating the ability to produce anode and cathode materials at scale in August and October 2023, respectively [276]. - The company launched the Battle Born DualFlow Power Pack, a hybrid electrification solution for the trucking industry, as part of its strategic shift to focus on product development for the trucking and industrial markets [272]. - The company is developing proprietary dry electrode cell manufacturing processes and solid-state cell technology, which are expected to be key differentiators in the energy storage market [275]. - The company operates four LFP battery production lines at its 390,240 square foot facility in Reno, Nevada, with plans to add up to four additional lines [304]. - Research and development efforts are focused on scaling the proprietary dry electrode process for domestic production of full LFP cells, with a return to solid-state chemistry expected as capital becomes available [306]. Expenses and Cost Management - Cost of goods sold rose by $4.0 million, or 10.2%, to $43.0 million for the year ended December 31, 2025, attributed to higher unit volume of batteries and accessories [317]. - Research and development expenses decreased by $2.5 million, or 45.3%, to $3.0 million for the year ended December 31, 2025, due to lower employee-related expenses [319]. - General and administrative expenses increased by $3.8 million, or 17.1%, to $25.7 million for the year ended December 31, 2025, primarily due to debt restructure expenses and higher personnel costs [320]. - Selling and marketing expenses increased by $0.2 million, or 1.5%, to $10.2 million for the year ended December 31, 2025, mainly due to higher shipping costs [321]. - Total other expense was $46.9 million for the year ended December 31, 2025, compared to $14.9 million in 2024, largely due to debt extinguishment and interest expenses [322]. Future Outlook - The company expects sales to increase in the next 12 months as customers expand the number of models using its battery systems and enter new markets [316]. - The company anticipates needing to raise additional funds to cover ongoing costs, which may include issuing equity or debt securities [277]. - Research and development expenses are expected to remain stable over the next year, while general and administrative expenses as a percentage of revenue are anticipated to decrease due to cost reduction measures [319][320]. - The company anticipates increased competition as it expands into new markets and develops new products, which may require cost evaluations to maintain profitability [305]. Legal and Compliance - The company reported a significant increase in legal and professional expenses related to litigation and settlement costs, impacting financial performance [348]. - The company incurred a tariff underpayment of approximately $1.66 million in 2024, with an additional $0.29 million discovered in June 2025, leaving a remaining balance of $0.6 million as of December 31, 2025 [361].

Financial Performance - Total revenue for 2025 was $241.6 million, an increase of approximately 3,000% year-over-year, with approximately $315.0 million including Bayswater assets[8]. - Record Adjusted EBITDA of $155.5 million, an increase of over 975% year-over-year, with approximately $220.0 million including Bayswater[8]. - The company reported a net income from continuing operations of $32,051,000 for the year ended December 31, 2025, compared to a loss of $39,867,000 in 2024[34]. - Adjusted EBITDA for 2025 was $155,535,000, significantly improving from a loss of $17,703,000 in 2024[34]. - The company expects full-year 2026 net income to range between $55 million and $65 million, with Adjusted EBITDA projected between $240 million and $260 million[35]. - Total revenues for 2025 reached $241.648 million, a significant increase from $7.939 million in 2024, representing a growth of approximately 2,925%[53]. - Crude oil sales contributed $204.040 million in 2025, compared to $6.595 million in 2024, marking an increase of approximately 2,989%[53]. - Net income from continuing operations for 2025 was $32.051 million, a significant improvement from a loss of $39.867 million in 2024[55]. - Net cash provided by continuing operating activities increased to $153.902 million in 2025, compared to a cash outflow of $9.808 million in 2024[55]. Production and Reserves - Yearly production increased approximately 3,900% to an average of 18,500 Boe/d, with a current production rate of approximately 28,000 net Boe/d[8]. - Proved reserves totaled 121,119 MBoe, with 43% classified as proved undeveloped, and a PV-10 value of $1,219.8 million[9]. - The Standardized Measure of the company's estimated proved reserves was $851,702,000 for 2025, with a PV-10 value of $1,219,814,000[39]. Capital Expenditures and Investments - Capital expenditures incurred were $183.4 million, approximately 35% below the midpoint of guidance[9]. - The company completed the acquisition of Bayswater assets for $602.75 million and six additional complementary acquisitions, adding approximately 44,000 net acres[8]. - Total cash used in investing activities was $655.916 million in 2025, up from $83.408 million in 2024, primarily due to the Bayswater asset purchase[55]. - The company issued approximately 3.7 million shares of Common Stock to Bayswater as part of the acquisition purchase price[56]. Liquidity and Financial Position - Liquidity as of December 31, 2025, was approximately $109.0 million, with a borrowing base of $475.0 million under the Credit Facility[26]. - Total current assets increased to $79.722 million in 2025 from $18.302 million in 2024, reflecting a growth of approximately 336%[49]. - Total liabilities rose to $678.236 million in 2025, up from $103.786 million in 2024, indicating a growth of approximately 553%[49]. - The company’s cash and cash equivalents decreased to $20,000 in 2025 from $5.192 million in 2024[49]. Hedging and Commodity Pricing - The company expanded its hedging program to secure favorable commodity pricing through 2029[8]. - The company has secured significant commodity hedges, including 4,230,866 Bbls of crude oil swaps at a weighted average price of $62.36/Bbl for the period through December 31, 2026[30]. - Natural gas swaps for the same period include a notional volume of 13,420,634 MMBtus at a weighted average price of $4.08/MMBtu[30]. - The company executed a portfolio of hedges in Q1 2026, securing crude oil swaps with a notional volume of 695,518 Bbls at a weighted average price of $65.33/Bbl[30]. Operating Expenses and Financial Adjustments - Operating expenses for 2025 totaled $176.070 million, compared to $34.452 million in 2024, an increase of approximately 412%[53]. - The company recorded depreciation, depletion, and amortization of $48.916 million in 2025, compared to $427,000 in 2024[55]. - The company experienced a loss on adjustment to fair value of embedded derivatives, debt, and warrants amounting to $63.341 million in 2025[55]. - The company reported a significant unrealized gain on derivatives of $(57,834,000) in 2025, indicating volatility in market conditions[34]. Forward-Looking Statements and Risks - Forward-looking statements indicate potential risks and uncertainties that may affect future financial performance and business strategies[40]. - The company plans to continue utilizing non-GAAP financial measures like Adjusted EBITDA and PV-10 to provide investors with insights into operational performance[31][38].

Financial Performance - For the years ended December 31, 2025 and 2024, Avenue Therapeutics reported net losses of approximately $2.9 million and $11.7 million, respectively, with an accumulated deficit of approximately $105.5 million as of December 31, 2025[392]. - For the year ended December 31, 2025, revenue was $1.4 million, a 100% increase compared to no revenue in 2024[429]. - The net loss for 2025 was $2.9 million, a 75% improvement from a net loss of $11.7 million in 2024[428]. - Cash and cash equivalents increased to $2.9 million at December 31, 2025, compared to $2.6 million at December 31, 2024[439]. - Net cash used in operating activities was approximately $1.8 million for 2025, a significant decrease from $9.0 million in 2024[441]. - Net cash provided by financing activities was $2.1 million in 2025, down from $9.8 million in 2024[443]. - Total operating expenses decreased by 60% to $4.5 million in 2025 from $11.3 million in 2024[428]. - Research and development expenses decreased by $5.6 million to $1.0 million in 2025, an 84% reduction from $6.6 million in 2024[430]. - General and administrative expenses were $3.7 million in 2025, down 21% from $4.6 million in 2024[432]. Business Operations and Agreements - In February 2026, Avenue entered into a license agreement with Duke University for ATX-04, a selective β2-adrenergic agonist for Pompe disease, which includes milestone payments and a tiered royalty on future net sales[396][397]. - In February 2023, Avenue entered into a license agreement with AnnJi Pharmaceutical for AJ201, with an initial cash license fee of $3.0 million and additional payments totaling up to $10.8 million for the Phase 1b/2a clinical trial[400][401]. - Avenue sold its former product candidate BAER-101 to Axsome Therapeutics for an upfront payment of $0.3 million and is eligible for future milestone payments totaling up to $81.5 million[410][412]. - The company has contractual obligations for future payments under various license agreements, including a $3.0 million regulatory milestone payment for IV tramadol upon approval[456]. - A share repurchase agreement with InvaGen requires the company to pay 7.5% of future financing proceeds, with $1.4 million paid as of December 31, 2025[457]. - The company has an exclusive license agreement with Duke University for the development of ATX-04, which includes milestone payments and royalties on future net sales[458]. Future Outlook - Avenue expects to continue incurring research and development costs and general administrative expenses, leading to operating losses for at least the next several years[393]. - The company expects to require additional financing to support its business plan and operations beyond 12 months from the date of the financial statements[439]. - Avenue is preparing for a pre-IND meeting with the FDA to discuss a pivotal study design for ATX-04 and plans to raise capital for the trial[399]. Stock and Financing Activities - Avenue's common stock was delisted from Nasdaq on July 18, 2025, due to a violation of the minimum stockholders' equity requirement[415]. - The company plans to continue filing required periodic reports with the SEC despite the delisting from Nasdaq[416]. - The company entered into inducement agreements with investors to exercise warrants for a total of 689,680 shares at a reduced price of $6.20 per share, resulting in net proceeds of approximately $3.7 million[448][450]. - The October 2022 Warrants were revalued, resulting in a fair value change of $0.1 million, with approximately $0.2 million allocated to the October 2022 Warrants recorded as a loss on common stock warrant liabilities[449]. - The company filed a registration statement for the resale of the May 2024 New Warrant Shares, which was declared effective on May 10, 2024[451]. - Under the At the Market Offering Agreement, the company may sell up to $3.85 million of its shares, with a commission of 3.0% on gross proceeds from sales[452][453]. - For the year ended December 31, 2025, the company sold 938,990 shares under the ATM Agreement, generating net proceeds of approximately $2.1 million after underwriting discounts[454]. Clinical Development - The Phase I/II clinical study of ATX-04 demonstrated meaningful improvements in six-minute walk distance and respiratory muscle strength in patients with Pompe disease[398].

Product Development - Ensysce's lead product candidate, PF614, is in Phase 3 clinical development, while PF614-MPAR is in Phase 1b and nafamostat is moving towards Phase 1 clinical development [306]. - Ensysce has not yet completed any pivotal clinical trials or obtained regulatory approvals, which are critical for generating revenue and achieving profitability [306][312]. - The company expects to incur substantial expenses for the development and potential commercialization of product candidates, requiring additional funding in the future [314]. - Research and development expenses increased to $10.4 million for the year ended December 31, 2025, from $7.2 million in 2024, representing an increase of $3.2 million primarily due to external costs related to clinical and pre-clinical programs [350]. - Research and development expenses are expected to remain elevated as the company continues existing and commences additional planned clinical trials [337]. Financial Performance - The company has incurred significant operating losses since inception and expects to continue incurring net losses for the foreseeable future, with no products approved for sale and no revenue generated from product sales [307][313]. - The net loss for the year ended December 31, 2025, was $10.2 million, compared to a net loss of $8.0 million in 2024, reflecting an increase of $2.2 million [348]. - Total operating expenses rose to $15.3 million for the year ended December 31, 2025, from $11.9 million in 2024, an increase of $3.4 million [348]. - General and administrative expenses were $4.9 million for the year ended December 31, 2025, compared to $4.7 million in 2024, indicating an increase of $0.2 million [351]. Funding and Capital Requirements - Ensysce requires substantial additional funding to support ongoing operations and growth strategy, with current cash expected to fund operations into the second quarter of 2026 [308][313]. - The company has funded operations primarily through common equity sales, federal research grants, and convertible promissory notes, and will need to raise additional capital for future operations [354]. - The company may have to relinquish valuable rights to technologies or future revenue streams if it raises additional funds through collaborations or strategic transactions [309]. - The company issued 1,513 shares of Series B Preferred Stock at a stated value of $1,100 per share, convertible into 665,922 shares of common stock at a conversion price of $2.50 per share [316]. - In a concurrent private placement, Ensysce issued 2,487 unregistered shares of Preferred Stock convertible into up to 1,094,078 shares of common stock, along with warrants to purchase up to 880,000 shares of common stock [317]. - The gross proceeds from the April 2025 warrant inducement were approximately $2.2 million, prior to deducting placement agent fees and estimated offering expenses [320]. - Ensysce entered into a registered direct offering in March 2025, issuing 239,594 shares of common stock at an offering price of $3.49 per share, resulting in gross proceeds of approximately $1.1 million [322]. Cash and Liquidity - As of December 31, 2025, the company had $4.3 million in cash and cash equivalents, with significant operating losses anticipated to continue in the foreseeable future [353]. - Remaining cash funding under the MPAR federal research grant totaled $7.4 million as of December 31, 2025, expected to be utilized by May 31, 2027 [355]. - Net cash used in operating activities for the year ended December 31, 2025, was $7.8 million, compared to $7.5 million in 2024, reflecting an increase due to vendor invoicing timing [359]. - Net cash provided by financing activities for the year ended December 31, 2025, was $8.7 million, primarily from Series B Preferred stock financing and a public offering of common stock [360]. - Cash and cash equivalents as of December 31, 2025, consisted of cash and a money market fund account, with minimal impact expected from changes in market interest rates [373]. Operational Outlook - The company does not expect to generate revenue from product sales for several years, if at all, due to the lack of commercialization of any product candidates [353]. - Company expects to incur significant operating losses and expenses for the foreseeable future, raising substantial doubt about its ability to continue as a going concern [356]. - Cash used to fund operating expenses is impacted by the timing of payments, with ongoing elevated expenses expected due to preclinical and clinical activities [362]. - The company anticipates an increase in general and administrative expenses as headcount grows to support product candidate development [342]. - Total commitments as of December 31, 2025, included an estimated $18.7 million related to open purchase orders and contractual obligations for research studies [363]. Regulatory and Market Considerations - Company is classified as a "smaller reporting company," allowing for reduced disclosure obligations until certain market value or revenue thresholds are met [371]. - Company does not believe inflation and changing prices significantly impacted its results of operations for the periods presented [376]. - Company has no off-balance sheet arrangements during the periods presented [369].

Business Developments - The company launched the Myseum social media platform in March 2025, enabling users to create a digital legacy and share content securely [159]. - In December 2025, the company introduced Picture Party by Myseum, a social networking platform designed to enhance photo and video sharing while addressing privacy concerns [160]. - The company acquired 100% of RPM Interactive, Inc. in October 2024, issuing 3,500,000 restricted shares of Dragon's common stock as consideration [161]. - Following the acquisition, the company held approximately 34% of RPM's outstanding shares after returning 3,500,000 shares to RPM in January 2025 [162]. - On December 12, 2025, the company sold its minority interest in RPM to Avalon GloboCare Corp., receiving 6,561.71 shares of Series E Preferred Stock as consideration [164]. - The company ceased development of the Habytat platform after acquiring RPM and is evaluating ways to utilize the developed technology [165]. - The company changed its name to Myseum, Inc. on August 7, 2025, with trading symbols "MYSE" and "MYSEW" effective from August 11, 2025 [166]. Financial Performance - For the year ended December 31, 2025, the company generated revenues of $550 million, an increase from $436 million in 2024, representing a growth of 26.1% [180]. - Operating expenses for the year ended December 31, 2025, amounted to $5,490,608, an increase of $2,273,005 or 70.6% compared to $3,217,603 in 2024 [181]. - Compensation and related expenses increased by $1,314,022 or 73.2%, totaling $3,108,633 in 2025, primarily due to new stock options and increased bonuses [183]. - Marketing and advertising expenses surged by 184.0% to $238,992 in 2025, up from $84,163 in 2024, driven by enhanced promotional and digital marketing efforts [184]. - Professional and consulting expenses rose by 142.6% to $1,412,792 in 2025, compared to $582,267 in 2024, largely due to increased legal and investor relations fees [185]. - The company reported a loss from operations of $5,490,058 for the year ended December 31, 2025, an increase of $2,272,891 or 70.6% from the previous year [188]. - Net loss for the year ended December 31, 2025, was $3,040,119, a decrease of $1,984,888 or 39.5% from $5,025,007 in 2024 [193]. Cash Flow and Financial Position - As of December 31, 2025, the company had a cash balance of $749,030 and short-term investments of $2,981,909, with working capital totaling $3,045,399 [195]. - Net cash used in operating activities was $4,267,074 for the year ended December 31, 2025, compared to $4,811,145 in 2024, reflecting a decrease of $544,071 [197]. - Net cash provided by financing activities increased to $4,493,355 in 2025, up from $2,394,971 in 2024, marking an increase of $2,098,384 [204].

Financial Performance - Cash and cash equivalents increased to $4.3 million as of December 31, 2025, up from $3.5 million in 2024[10] - Federal grants funding totaled $5.1 million for the full year 2025, slightly down from $5.2 million in 2024[11] - Net loss attributable to common stockholders for 2025 was $10.2 million, compared to a net loss of $8.0 million in 2024, reflecting a 27.5% increase in losses[15] - Total operating expenses for 2025 were $15.3 million, up from $11.9 million in 2024, marking a 28.5% increase[22] Research and Development - Research and development expenses rose to $10.4 million for the year ended December 31, 2025, compared to $7.2 million in 2024, representing an increase of 44.4%[12] - The company initiated its Phase 3 trial for PF614, with rapid enrollment in the PF614-301 study for post-surgical pain management[2] - PF614-MPAR technology demonstrated overdose protection at a 25 mg dose, supporting its Breakthrough Therapy designation from the FDA[5] - The company received encouraging feedback from the FDA regarding the development pathway for PF614-MPAR, potentially allowing for a streamlined regulatory process[6] - A new patent covering the MPAR technology was allowed, extending intellectual property protection through 2042[8] - The company is exploring applications of its MPAR technology for ADHD and methadone for opioid use disorder, expanding its therapeutic reach[9]

Financial Performance - The company reported a net loss of $395,502 for the period from October 22, 2025, to December 31, 2025, which included $49,502 in formation, general, and administrative costs, and $346,000 in share-based compensation expense [193]. - As of December 31, 2025, the company had cash of $1,960 and a working capital deficit of $354,610 [194]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025 [205]. Initial Public Offering - The company completed its initial public offering on January 30, 2026, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit [195]. - The company incurred total transaction costs of $5,536,580 related to the initial public offering, which included $1,500,000 in cash underwriting fees and $3,500,000 in deferred underwriting fees [196]. - On February 12, 2026, the company generated additional gross proceeds of $1,823,000 from the sale of 182,300 units as part of the underwriters' partial exercise of their over-allotment option [197]. - As of February 12, 2026, a total of $101,823,000 from the initial public offering and related sales was placed in the trust account [199]. Use of Funds - The company plans to use substantially all funds in the trust account to complete its business combination and any remaining proceeds for working capital to finance operations of the target business [201]. Obligations - The company is obligated to pay the Sponsor a monthly fee of $20,000 for office space and administrative services until the completion of the initial business combination [206]. - The underwriters are entitled to a deferred underwriting discount of $3,500,000, which is due upon the completion of the company's initial business combination [209].

Financial Performance - For the year ended December 31, 2025, the company reported a net income of $683,099, resulting from interest earned on marketable securities held in the Trust Account of $1,361,271, offset by general and administrative expenses of $678,173[69]. - For the year ended December 31, 2025, net cash used in operating activities was $694,715, primarily due to operating costs and changes in operating assets and liabilities[74]. - The company does not expect to generate operating revenues until after the completion of its initial Business Combination[68]. Initial Public Offering - The company completed its Initial Public Offering on July 3, 2025, raising gross proceeds of $60,000,000 from the sale of 6,000,000 units at $10.00 per unit, with an additional $9,000,000 raised from the underwriters' overallotment option[71][86]. - The company incurred transaction costs of $1,638,581 related to the Initial Public Offering, which included underwriting commissions of $690,000[73]. Trust Account and Marketable Securities - As of December 31, 2025, the company held marketable securities in the Trust Account amounting to $70,825,901, consisting of U.S. Treasury Bills with a maturity of 185 days or less[77]. - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[78]. - As of December 31, 2025, the company had cash of $1,151,773 available for identifying and evaluating target businesses[79]. Financing and Debt - The company may need to obtain additional financing to complete its Business Combination or to address potential redemptions of Public Shares[82]. - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2025[84].