IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on March 24, 2025, raising gross proceeds of $143,750,000 from the sale of 14,375,000 Public Units at $10.00 per unit[23]. - An additional $5,656,250 was generated from the private sale of 565,625 Private Placement Units, bringing total proceeds to $144,181,250 placed in the Trust Account[24][25]. - The company incurred $8,409,601 in Initial Public Offering related costs, which included a cash underwriting fee of $2,875,000 and a Deferred Fee of $5,031,250[177]. - The Underwriters were paid a cash underwriting discount of $2,875,000, which is 2.0% of the gross proceeds from the Initial Public Offering[189]. - The Deferred Fee payable to the Underwriters upon completion of the initial Business Combination amounts to $5,031,250[189]. - The company has approximately $1,093,209 of proceeds held outside the Trust Account as of December 31, 2025, which may be used for dissolution costs[109]. - As of December 31, 2025, the company had cash of $1,093,209 held outside the Trust Account for operational activities[182]. Business Combination Strategy - The company is focused on pursuing Business Combination opportunities primarily in Israel, particularly in sectors such as mobility, electric vehicles, autonomy, robotics, agricultural technologies, and financial technology[22][32]. - The company must complete its initial Business Combination by December 24, 2026, or face termination and distribution of Trust Account funds[26]. - The company anticipates structuring the initial Business Combination to acquire 100% of the equity interests or assets of the target business[52]. - 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[51]. - The company may seek to extend the Combination Period with shareholder approval, which could affect its Nasdaq listing[27]. - The company may need additional financing to complete the initial Business Combination if the cash required exceeds the amount available in the Trust Account[53]. - The company offers target businesses a more expeditious and cost-effective method to go public compared to traditional IPOs[54]. - The management team has developed a substantial network of contacts that provides a flow of potential initial Business Combination targets[58]. - The company may engage finders to identify potential Business Combination opportunities, with fees typically tied to the completion of a transaction[63]. - The company is not prohibited from pursuing a Business Combination with affiliated companies, provided an independent valuation opinion is obtained[64]. Financial Condition and Risks - The company has until December 24, 2026, to consummate the initial Business Combination, with the possibility of seeking shareholder approval for an extension[49]. - The company may incur losses from costs associated with identifying and evaluating target businesses that do not result in completed Business Combinations[69]. - The competition among special purpose acquisition companies for attractive target businesses may lead to increased financial terms demanded by target companies[70]. - The company may not have the resources to diversify operations, which could impact success if reliant on a single business post-Business Combination[71]. - The company may face increased competition for attractive Business Combination targets, potentially raising costs and complicating the completion of such combinations[128]. - Recent fluctuations in inflation and interest rates could hinder the ability to consummate an initial Business Combination[129]. - The company may experience difficulties in completing its initial Business Combination due to increased price volatility for publicly traded securities resulting from military conflicts[151]. - There is substantial doubt about the company's ability to continue as a "going concern" due to potential financing needs and the deadline for liquidating the Trust Account[142]. - The company may be deemed a passive foreign investment company, which could result in adverse U.S. federal income tax consequences for its U.S. shareholders[143]. Shareholder Rights and Redemption - The company will provide Public Shareholders with the opportunity to redeem shares either through a general meeting or a tender offer[88]. - The redemption price for Public Shares as of December 31, 2025, was approximately $10.35 per share, calculated based on the aggregate amount in the Trust Account[85]. - If the initial Business Combination is not completed by December 24, 2026, the company will redeem 100% of the Public Shares at a pro rata price of approximately $10.35 per share[50]. - If claims against the Trust Account reduce the amount below $10.03 per share, shareholders may receive less than this amount upon redemption[113]. - The company requires Public Shareholders to redeem their Public Shares through specified methods, applicable regardless of registration status under the Exchange Act or Nasdaq listing[89]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer Public Shares to exercise redemption rights[101]. - The redemption process may incur a nominal fee of approximately $100.00, which brokers may choose to pass on to redeeming holders[102]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for a pro rata share of the Trust Account[104]. - Upon failure to complete the initial Business Combination, the company will redeem Public Shares at a per-share price based on the Trust Account balance, subject to certain conditions[106]. Management and Governance - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[123]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares exceeds $700 million[125]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements[126]. - The company is classified as a "controlled company" under Nasdaq corporate governance standards, as more than 50% of the voting power is held by a specific group[127]. - The company has no operating history or revenues, which limits shareholders' ability to evaluate its business objectives[128]. - The company has not requested its Sponsor to reserve for indemnification obligations, raising concerns about the Sponsor's ability to satisfy such obligations[112]. - The company may seek to recruit additional managers for the target business post-Business Combination, but there is no assurance of success in this endeavor[73]. Board of Directors - Omri Cherni has been a member of the Board of Directors since March 2025, with significant experience in the Israeli venture and startup industry, including roles as CEO of High House and COO of Atlas Dynamics[211]. - Yevgeny Neginsky has served on the Board since March 2025, founding Springdale Capital LLC in 2009, and has experience with special purpose acquisition companies[213]. - David Bleustein has been on the Board since March 2025, currently serving as Head of Global Equity Research at Credit Suisse, with a strong background in equity research and big data applications[215]. - Kobi Marenko has been a Board member since March 2025, with over 25 years of experience in technology and media startups, including founding Arbe Robotics Ltd.[217]. - Derek Jensen Sr. joined the Board in July 2025, currently serving as CFO of Swave Photonics Inc., with extensive experience in corporate development and investment banking[219].

Financial Overview - The company completed its Initial Public Offering (IPO) on February 6, 2025, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Public Units at $10.00 each[21]. - An additional $9,227,270 was generated from the private sale of 922,727 Private Placement Units, also priced at $10.00 each[21]. - The total amount placed in the Trust Account, including net proceeds from the IPO and part of the Private Placement, is $288,937,500[22]. - As of December 31, 2025, the company has approximately $299.88 million available for a Business Combination, assuming no redemptions[62]. - The total amount placed in the Trust Account after the Initial Public Offering was $288,937,500, with fees incurred during the IPO totaling $16,427,868[178]. - As of December 31, 2025, the company had marketable securities in the Trust Account valued at $299,876,159, which includes approximately $10,938,659 of interest income[181]. - The company incurred a net cash usage of $849,099 in operating activities for the year ended December 31, 2025, influenced by operational costs and interest income[179]. - The company has no long-term debt or capital lease obligations, with administrative service fees incurred amounting to $275,000 as of December 31, 2025[188]. Business Combination Strategy - The company must complete its initial Business Combination by November 6, 2026, or face termination and distribution of Trust Account amounts[23]. - The company has broadened its search for a Business Combination target beyond the experiential entertainment industry to other sectors[36]. - The company intends to target businesses with an equity valuation greater than $1 billion, which typically have strong revenue and cash flow, offering potential for long-term shareholder returns[43]. - The company aims to focus on businesses with highly defensible models and sustainable competitive advantages, fostering consumer loyalty and repeat demand[43]. - The company will conduct extensive due diligence on prospective target businesses, including meetings with management, document reviews, and financial information analysis[45]. - The company may structure its initial Business Combination to acquire less than 100% of a target's equity interests, provided it maintains a controlling interest[58]. - The company believes its structure offers a more efficient and cost-effective alternative for target businesses to go public compared to traditional IPOs[59]. - The company may utilize cash, debt, or equity securities to finance its initial Business Combination, allowing flexibility in structuring the deal[62]. - The company may seek additional financing through private offerings of debt or equity securities to complete its initial Business Combination, which could lead to significant dilution for Public Shareholders[63]. - The company may pay finder's fees or advisory fees to its Sponsor, officers, or directors for services rendered in connection with the initial Business Combination, which will be funded from outside the Trust Account[67]. - The company is not prohibited from pursuing a Business Combination with an affiliated company, but will seek an independent valuation to ensure fairness[69]. - The company may continue to seek a Business Combination with a different target if the initial one is not completed[106]. Shareholder Rights and Redemption - The company will provide public shareholders the opportunity to redeem shares upon completion of the initial Business Combination, either through a general meeting or a tender offer[52]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer, with the decision made at the company's discretion[88]. - A minimum of 33.22% (9,550,251 shares) of the 28,750,000 Public Shares is needed for an Ordinary Resolution to approve the initial Business Combination[93]. - If a Special Resolution is required, approximately 55.97% (16,091,927 shares) of the Public Shares must be voted in favor[93]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[100]. - The company intends to require Public Shareholders to deliver their share certificates or electronically transfer their shares to exercise redemption rights[102]. - A nominal fee of approximately $100.00 may be charged by the transfer agent for processing redemptions[103]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem them for a pro rata share of the Trust Account[105]. - The expected redemption price for Public Shareholders upon dissolution is approximately $10.43 per share as of December 31, 2025[111]. Management and Governance - The management team has extensive experience in mergers and acquisitions, with a history of leading public and private companies[23]. - The company intends to leverage its extensive network to source acquisition opportunities not available to others[38]. - The Management Team's extensive network and experience are expected to provide a substantial number of potential initial Business Combination targets, enhancing investment opportunities[64]. - The company anticipates that its Management Team will generate proprietary deal flow opportunities due to their established business relationships[65]. - Edward King and Daniel Fetters serve as Co-CEOs, both with over 20 years of investment banking experience, focusing on the gaming and entertainment sectors[207][208]. - James Murren, a director since February 2025, previously led MGM Resorts, increasing enterprise value by nearly $20 billion and annual revenue by over $5 billion during his tenure[210][211]. - Joyce Arpin, a director since February 2025, has 20 years of experience in finance, including roles in capital markets and M&A at major gaming companies[212]. - Geof Freeman, a director since February 2025, advocates for the $1.1 trillion U.S. travel and hospitality industry, focusing on recovery and growth post-COVID-19[213]. - The Board of Directors consists of five members, divided into three classes, with each class serving a three-year term[217]. - The company has established an Audit Committee and a Compensation Committee, both required to be composed solely of independent directors[219]. Risks and Challenges - The potential for significant dilution exists for Public Shareholders due to the conversion of Founder Shares and Private Placement Rights[29]. - The lack of business diversification may pose risks, as the company's success could depend entirely on the performance of a single business post-Business Combination[70]. - The company may not have the resources to evaluate the target's management team effectively, which could impact the success of the Business Combination[71]. - The company may face competition from other special purpose acquisition companies (SPACs) for attractive target businesses, potentially impacting acquisition terms[50]. - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[120]. - The company may face challenges in completing its initial Business Combination due to increased competition for attractive targets and potential negative perceptions of SPAC mergers[131]. - The company may incur substantial debt to complete a Business Combination, adversely affecting its leverage and financial condition[135]. - The company faces substantial doubt about its ability to continue as a "going concern" due to potential financing needs and the deadline for liquidating its Trust Account[143]. - The company is subject to risks related to compliance with laws and regulations, which could adversely affect its operations and Business Combination prospects[132]. Compliance and Reporting - The company is required to file annual, quarterly, and current reports with the SEC, ensuring transparency in its financial reporting[122]. - The company will provide audited financial statements of prospective target businesses to shareholders as part of the proxy solicitation materials[123]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2025, as mandated by the Sarbanes-Oxley Act[124]. - The company has not requested its Sponsor to reserve for indemnification obligations, raising concerns about the Sponsor's ability to satisfy such obligations[114]. - The company is classified as an "emerging growth company" and will maintain this status until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares held by non-affiliates exceeds $700 million[127]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until the market value of its Class A Ordinary Shares held by non-affiliates reaches $250 million or annual revenues exceed $100 million[128]. - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational efforts and evaluating acquisition candidates[176].

Financial Overview - The company completed its Initial Public Offering (IPO) on February 6, 2025, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Public Units at $10.00 per unit[21]. - An additional $9,227,270 was generated from the private sale of 922,727 Private Placement Units, also priced at $10.00 per unit[21]. - A total of $288,937,500, including net proceeds from the IPO and part of the Private Placement, was placed in a Trust Account[22]. - As of December 31, 2025, the company has approximately $299.88 million available for a Business Combination, assuming no redemptions[62]. - The company has approximately $577,446 available outside the Trust Account to cover costs associated with its dissolution plan as of December 31, 2025[110]. - The expected redemption price for Public Shareholders upon dissolution is approximately $10.43 per share as of December 31, 2025, but this amount may be reduced due to creditor claims[111]. - The company incurred a net cash used in operating activities of $849,099 for the year ended December 31, 2025, influenced by operational costs and interest income[179]. - The company has no long-term debt or capital lease obligations, with administrative service fees incurred amounting to $275,000 as of December 31, 2025[188]. Business Combination Details - The company must complete its initial Business Combination by November 6, 2026, or face termination and distribution of Trust Account funds[23]. - The company has until November 6, 2025, to complete its initial Business Combination, with the option to seek shareholder approval for extensions[55]. - The company may structure its initial Business Combination to acquire less than 100% of a target's equity, provided it maintains a controlling interest[58]. - The company will provide public shareholders the opportunity to redeem shares upon completion of the initial Business Combination, with a redemption price of approximately $10.43 per share[56]. - The company may face competition from other SPACs for attractive target businesses, which could impact acquisition terms[50]. - The company may not complete the initial Business Combination if the cash required for redemptions exceeds the available cash[87]. - The company may continue to seek a Business Combination with a different target if the initial Business Combination is not completed[106]. - The company may seek additional financing through private offerings of debt or equity securities to complete its initial Business Combination, which could lead to significant dilution for Public Shareholders[63]. Management and Governance - The management team has extensive experience in mergers and acquisitions, with a history of leading public and private companies[23]. - The management team emphasizes a resolute focus on value creation through operational improvements and strategic realignment[39]. - The company has a vast network of relationships that may facilitate acquisition opportunities not available to others[38]. - The company intends to leverage its expertise to assist private companies in transitioning to public markets and optimizing capital structures[40]. - Edward King and Daniel Fetters serve as Co-CEOs, both with over 20 years of investment banking experience, focusing on the gaming and entertainment sectors[207][208]. - James Murren, a director since February 2025, previously led MGM Resorts, increasing enterprise value by nearly $20 billion and annual revenue by over $5 billion during his tenure[210][211]. - Joyce Arpin, a director since February 2025, has 20 years of experience in finance, including roles at Caesars Entertainment and International Game Technology[212]. - Geof Freeman, a director since February 2025, advocates for the $1.1 trillion U.S. travel and hospitality industry and has a history of leadership in the gaming sector[213]. - The Board of Directors consists of five members, divided into three classes, with each class serving a three-year term[217]. - The company has established an Audit Committee and a Compensation Committee, both required to be composed solely of independent directors[219]. Risks and Challenges - The company may experience significant dilution for public shareholders due to the conversion of Founder Shares and Private Placement Units[29]. - The company may face risks due to a lack of business diversification, as success may depend entirely on the performance of a single business post-Business Combination[70]. - There is no assurance that key personnel will remain in senior management positions after the Business Combination, which could impact the company's operations[72]. - The company may face challenges in completing its initial Business Combination due to increased competition for attractive targets and potential negative perceptions of SPAC mergers[131]. - The company faces substantial doubt about its ability to continue as a "going concern" due to potential needs for additional financing and deadlines for liquidating its Trust Account[143]. - The company may face conflicts of interest due to its officers and directors having fiduciary or contractual obligations to other entities[140]. - 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[120]. Shareholder Matters - Shareholder approval may be sought for the initial Business Combination, but the company may also conduct redemptions without a shareholder vote under certain conditions[76]. - A minimum of 33.22% (9,550,251 shares) of the 28,750,000 Public Shares is needed for an Ordinary Resolution to approve the initial Business Combination[93]. - If a Special Resolution is required, approximately 55.97% (16,091,927 shares) of the Public Shares must be voted in favor[93]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[100]. - The company intends to require Public Shareholders to deliver their share certificates or electronically transfer their shares to exercise redemption rights[102]. - A nominal fee of approximately $100.00 may be charged by the transfer agent for processing redemptions[103]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[105]. - The absence of a specified maximum redemption threshold may allow the company to complete its initial Business Combination even if a substantial majority of Public Shareholders do not agree[135]. Market and Economic Conditions - The geopolitical conditions, including the Russia-Ukraine conflict and tensions in the Middle East, may adversely affect the company's ability to find a Business Combination target[148]. - Recent fluctuations in inflation and interest rates could complicate the company's ability to consummate an initial Business Combination[132]. - The company is subject to risks associated with early-stage and emerging growth companies, including significant costs in pursuing acquisition plans[170]. Compliance and Reporting - The company is required to file periodic reports with the SEC, including audited financial statements, as part of its reporting obligations under the Exchange Act[122]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act[124]. - The company is classified as an "emerging growth company" and will maintain this status until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares held by non-affiliates exceeds $700 million[127]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until the market value of its Class A Ordinary Shares held by non-affiliates equals or exceeds $250 million[128].

Financial Performance - Enveric Biosciences has not generated any revenues to date, operating as a pre-revenue biotech company[300]. - The net loss for 2025 was $8,771,987, compared to a net loss of $9,574,987 in 2024, reflecting an improvement of approximately 8%[1]. - Total operating expenses decreased to $8,774,448 in 2025 from $9,632,266 in 2024, a reduction of approximately 9%[1]. - Cash used in operating activities was $8,141,543 in 2025, compared to $7,726,139 in 2024, indicating an increase in cash outflows[5]. - The accumulated deficit reached $114,846,492 as of December 31, 2025, with further losses anticipated[7]. - Cash on hand at the end of 2025 was $4,677,491, which is insufficient to meet operating cash needs for the next 12 months[8]. Funding and Capital Raising - Enveric Biosciences raised approximately $10.5 million from the sales of common stock and warrants during the year ended December 31, 2025[300]. - The company issued 110,242 shares under the At the Market Offering Agreement for net cash proceeds of $1,636,799 as of December 31, 2025[286]. - A registered direct offering on January 27, 2026, resulted in gross proceeds of approximately $1.5 million from the sale of 328,802 shares at a price of $4.41 per share[287]. - Cash provided by financing activities increased to $10,579,507 in 2025 from $7,673,834 in 2024, representing a growth of approximately 38%[6]. - Management plans to raise additional working capital through public or private equity or debt financings to address liquidity concerns[9]. Research and Development - Research and development expenses are primarily focused on preclinical product candidates, with approximately 75% of staff dedicated to R&D activities[302]. - The EB-003 program is advancing through preclinical studies and is preparing for IND-enabling studies, including safety pharmacology and toxicology[284]. - The company aims to submit IND applications and NDAs to seek FDA approval for its product candidates[284]. - The EVM401 Series was unveiled to expand the pipeline with additional non-hallucinogenic molecules targeting addiction and neuropsychiatric disorders[285]. - Research and development expenses decreased to $2,781,017 in 2025 from $2,841,272 in 2024, a decrease of $60,255, or approximately 2%[3]. Expenses and Cost Management - Stock-based compensation costs were approximately $0.8 million for the year ended December 31, 2025, down from $1.6 million in 2024[304]. - General and administrative expenses decreased by $660,932, or 10%, primarily due to reductions in legal fees, director fees, and stock compensation expenses[2]. - Depreciation and amortization expense decreased by $136,631, or approximately 40%, to $200,858 in 2025 due to full amortization of intangible assets[4]. Stock and Compliance - The company completed a reverse stock split of 1-for-12 on October 23, 2025, to regain compliance with Nasdaq listing requirements[294].

Financial Performance - Enveric reported a net loss of $4.0 million for Q4 2025, with a basic and diluted loss per share of $6.12, compared to a net loss of $3.2 million and a loss per share of $58.06 in Q4 2024[10]. - The company raised gross proceeds of $12.2 million through offerings for the fiscal year 2025[10]. - In January 2026, Enveric raised approximately $1.5 million from a registered direct offering[11]. - The company completed a reverse stock split on October 28, 2025, at a ratio of 1 post-split share for every 12 pre-split shares[12]. Drug Development - Positive preclinical results for lead drug candidate EB-003 showed statistically significant improvements in animal models of severe chronic depression and PTSD[3]. - The FDA allowed for streamlined plans for the IND submission of EB-003, with successful completion of pre-IND dose range finding studies[7]. - The company is preparing for a first-in-human Phase 1 clinical trial for EB-003, targeting both 5-HT2A and 5-HT1B receptors[4]. - Enveric's research confirmed EB-003's dual-mechanism of action, promoting neuroplasticity without hallucinogenic effects[2]. Intellectual Property - Enveric's intellectual property portfolio was strengthened with multiple patents and notices of allowance for the EVM301 and EVM401 Series of compounds[12]. Corporate Strategy - The company relocated its corporate headquarters to Cambridge, MA, to leverage the Greater Boston biotech hub[12].

Sales and Revenue Performance - UTMD's consolidated sales from acquisitions in 2025 comprised 57% of total sales, highlighting the importance of strategic acquisitions for revenue growth[15]. - In 2025, OUS sales represented 41% of consolidated total USD sales, down from 43% in 2024 and 44% in 2023[82]. - In 2025, UTMD's total consolidated sales were impacted by a significant decline in sales to its largest OEM customer, PendoTECH, which dropped from $11.6 million (22% of total sales) in 2022 to just $0.4 million (1% of total sales) in 2025[89]. - Total worldwide consolidated sales in 2025 were $38,520, a decrease of $2,383 (5.8%) from $40,903 in 2024, attributed to lower OEM sales and other device sales[190]. - Domestic sales in the U.S. in 2025 were $22,761, a decrease of $683 (2.9%) from $23,444 in 2024, with a notable increase in domestic Filshie device sales by 10.8%[192]. - OUS USD-denominated sales in 2025 were $15,758, down $1,700 (9.7%) from $17,458 in 2024, primarily due to zero sales to PendoTECH and lower sales to the China distributor[193]. - Total revenues for 2025 were $38,520, a decrease of 5.8% from $40,903 in 2024, with the largest revenue contributor being Gynecology/Electrosurgery/Urology at $19,719 (51% of total sales)[198]. Profitability and Financial Metrics - Gross profit for 2025 was $22.00 million, reflecting an 8.9% decline from $24.14 million in 2024[159]. - Operating income fell by 16.1% to $11.40 million in 2025, down from $13.59 million in 2024[159]. - Net income decreased by 18.7% to $11.29 million in 2025, compared to $13.87 million in 2024[159]. - Earnings per share (EPS) for 2025 was $3.483, a decrease of 12.1% from $3.961 in 2024[159]. - The Gross Profit Margin (GPM) contracted by 1.9 percentage points in 2025, primarily due to increased fixed manufacturing overhead costs amid declining sales[200]. - Consolidated operating expenses were $10,599, accounting for 27.5% of sales, compared to $10,549 (25.8% of sales) in 2024, with S&M expenses rising to $2,051 (5.3% of sales) from $1,901 (4.6% of sales)[205]. Product Development and Innovation - UTMD's Deltran blood pressure monitoring system was customized for NICU use, featuring a patented closed blood microsampling device introduced in 2025[32]. - The Disposa-Hood, a disposable infant respiratory hood, is designed to maintain a neutral thermal environment while administering oxygen, preventing cross-contamination[30]. - The CVX-Ripe catheter is aimed at improving cervical favorability for labor induction, potentially reducing the time to achieve successful vaginal delivery[26]. - UTMD's VAD Systems include soft silicone birthing cups, which are preferred for their safety in vacuum-assisted deliveries, representing over 90% of cases where VAD is indicated[29]. - The introduction of the ABC TinyDraw device in 2025 aims to reduce the risk of alteration to cerebral blood flow in the tiniest patients[32]. - The Nutri-Lok™ extension set was developed to mitigate safety risks in NICUs, including inadvertent connections and disconnections, and complies with the FDA's ISO 80369-3 standard[39]. - The Dialy-Nate® disposable peritoneal dialysis set is designed for timely implementation in neonates with compromised renal function[41]. - The EndoCurette® was developed in cooperation with Mayo Clinic for uterine endometrial tissue sampling, aimed at ruling out precancerous changes[67]. - The Add-a-Cath™ introducer facilitates safe suprapubic catheterization, which is recognized for having fewer complications compared to urethral catheterization[64]. Shareholder Value and Financial Returns - The company has returned $156 million in share repurchases and $90 million in cash dividends to public stockholders since 1992, demonstrating a commitment to shareholder value[14]. - UTMD repurchased 148,935 shares of its common stock in 2025 for a total cost of $8.36 million, averaging $56.10 per share[153]. - The company paid total cash dividends of $1.22 per share in 2025, up from $1.20 per share in 2024[152]. Market Presence and Distribution - The company has approximately 200 distributors outside the U.S., with 108 purchasing at least $5,000 in medical devices during 2025, indicating strong international market presence[13]. - The company sold to 197 regional distributors and OEMs in over a hundred countries in 2025, with 10% of independent OUS distributors contributing to 75% of indirect OUS sales from 2023 to 2025[90]. - U.S. exports represented 25% of total OUS sales in 2025, reflecting a slight increase from 23% in 2024, indicating a growing reliance on international markets[113]. Legal and Regulatory Matters - The average annual cost of defense for product liability lawsuits was $15 per year over the last thirty years, significantly below the deductible level of product liability insurance policies[118]. - Since 1993, there have been no adverse judgments resulting from claims of defect in UTMD's designs or manufacture of products, despite over 100 million finished devices distributed[123]. - As of March 2026, fifteen out of nineteen lawsuits related to the Filshie Clip System have been dismissed, with three cases pending decisions expected in 2026[120]. - Regulatory burdens and premarketing approval delays may lead to significant revenue loss and increased costs, impacting product development and marketing focus[127]. Cybersecurity and Risk Management - The company has implemented a comprehensive cybersecurity strategy, continuously monitoring its information systems to manage risks[140]. - The governance committee of the Board of Directors oversees the effectiveness of the company's cybersecurity strategy, meeting quarterly to review potential threats[143]. Operational and Financial Stability - Year-end cash and investments increased to $85.76 million in 2025, representing 70% of total assets[169]. - The current ratio improved to 37.6 at the end of 2025 from 25.6 at the end of 2024[166]. - Total consolidated assets at year-end 2025 were $122.54 million, slightly up from $122.54 million at the end of 2024[168]. - Working capital at year-end 2025 was $95,144, a 3% increase from $92,574 at year-end 2024, primarily due to increased cash from profitable operations[170]. - The year-end 2025 Deferred Tax Liability balance was $114, down from $604 at the end of 2024, reflecting changes in FX rates and amortization effects[180].

Financial Performance - Net sales increased by 28.1% to $17.22 billion in fiscal 2025, compared to $13.44 billion in fiscal 2024, including $3.1 billion from the Foot Locker Business and a 4.5% increase in comparable sales for the DICK'S Business[201]. - Net income for fiscal 2025 was $849.2 million, or $9.97 per diluted share, down from $1.17 billion, or $14.05 per diluted share, in fiscal 2024[201]. - Gross profit rose to $5.67 billion in fiscal 2025 from $4.83 billion in fiscal 2024, but as a percentage of net sales, it decreased by 298 basis points[210]. - Operating income decreased to $1.10 billion in fiscal 2025 from $1.47 billion in fiscal 2024[209]. - Selling, general and administrative expenses increased to $4.34 billion in fiscal 2025 from $3.29 billion in fiscal 2024, with a 69 basis point increase as a percentage of net sales[211]. - Comparable sales for the DICK'S Business increased by 4.5% in fiscal 2025[204]. - The effective tax rate increased to 25.6% in fiscal 2025 from 23.3% in fiscal 2024, impacted by non-deductible acquisition-related costs[215]. Acquisition of Foot Locker - The acquisition of Foot Locker was completed for a total purchase consideration of $2.5 billion, with expected pre-tax acquisition-related charges of $500 to $750 million[188]. - The Foot Locker Business contributed net sales of $3.1 billion and a net loss of $60.0 million during fiscal 2025, reflecting operations from the acquisition date through the end of the fiscal year[189]. - Pro forma comparable sales for the Foot Locker Business decreased by 3.3% for the year ended January 31, 2026, with international comparable sales down by 8.1%[189]. - The acquisition of Foot Locker resulted in the recognition of goodwill and indefinite-lived intangible assets of $618.8 million and $710.0 million, respectively[257]. - Merger and integration costs amounted to $164.2 million in fiscal 2025 related to the acquisition of Foot Locker[212]. Future Projections - For fiscal 2026, total net sales are expected to be between $22.1 billion and $22.4 billion, with earnings per diluted share projected in the range of $13.70 to $14.70[192]. - The DICK'S Business anticipates comparable sales growth of 2% to 4% and segment profit between $1.58 billion and $1.66 billion for fiscal 2026[193]. - The Foot Locker Business aims to return to profitability in 2026, with pro forma comparable sales growth expected to be in the range of 1% to 3%[194]. Capital and Cash Management - Cash on hand as of January 31, 2026, was $1.4 billion, with no borrowings under the revolving credit facility during fiscal 2025[223]. - Capital expenditures in fiscal 2025 totaled $1,137.2 million, with an anticipated increase to approximately $1.5 billion in fiscal 2026[234]. - In fiscal 2025, DICK'S repurchased 1.6 million shares at a cost of $342.1 million, with $169.4 million remaining under the share repurchase program[236]. - Dividends paid to stockholders in fiscal 2025 amounted to $413.9 million, with a 3% increase in the quarterly cash dividend declared for 2026[238]. - Cash flows from operating activities increased by $225.5 million in 2025, primarily due to changes in inventory levels and accounts payable[242]. Store Operations - Total owned stores decreased by 49 to 2,307, while licensed stores increased by 8 to 254[202]. - DICK'S plans to open approximately 14 DICK'S House of Sport locations and 22 DICK'S Field House locations in 2026[234]. - Pre-opening expenses increased to $69 million in fiscal 2025 from $57.5 million in fiscal 2024, reflecting the opening of 16 new stores[213]. Risk Factors - The company has foreign operations with net assets totaling $669.0 million as of January 31, 2026, which are subject to foreign currency exchange rate risk[267]. - A hypothetical 100 basis point change in interest rates would have affected income before income taxes by approximately $12 million based on average cash equivalents during 2025[264]. - Inflationary factors may adversely affect operating results, although no material impact has been observed to date[268]. - The company’s business is subject to seasonal influences, with historically highest sales occurring in the second and fourth fiscal quarters[269]. - A 10% change in obsolete inventory reserves as of January 31, 2026, would have affected income before income taxes by approximately $10.6 million in fiscal 2025[250]. - A 10% change in shrink reserves as of January 31, 2026, would have affected income before income taxes by approximately $4.4 million in fiscal 2025[253]. Other Financial Information - The DICK'S Business reported a gross profit of $5.13 billion, representing 36.33% of sales, while the Foot Locker Business reported a gross profit of $758.9 million, or 24.43% of sales[217]. - DICK'S Business net sales increased by 5.0% to $14,108.9 million in fiscal 2025, driven by a 4.5% increase in comparable sales[218]. - Gross profit for DICK'S Business rose to $5,126.3 million, with merchandise margins increasing by 36 basis points[219]. - Segment profit increased by 4.7% to $1,568.4 million, but decreased by two basis points as a percentage of net sales[220]. - The company recorded no significant impairments in fiscal 2025, 2024, or 2023 to goodwill or intangible assets[257]. - The company maintains a Credit Facility with no outstanding borrowings as of January 31, 2026, indicating strong liquidity[262].

Financial Performance - Net sales for 2025 were $47,921,000, a decrease of $7,187,000 or 13.0% compared to $55,108,000 in 2024[159] - Gross profit for 2025 was $8,187,000, down from $8,932,000 in 2024, with a gross profit margin increase to 17.1% from 16.2%[164] - The company reported a net loss of $1,305,000 for 2025, compared to a net loss of $1,366,000 in 2024, reflecting a decrease of 4.47%[167] Operating Expenses - Operating expenses rose to $8,525,000 in 2025, an increase of $52,000 from $8,473,000 in 2024, representing 17.8% of net sales[165] Cash Flow and Liquidity - Cash decreased to $680,000 in 2025 from $753,000 in 2024, a decline of 9.69%[160] - For the fiscal year ended December 31, 2025, the company absorbed $1,352,000 in cash from operations, a significant decrease compared to generating $324,000 in fiscal 2024[182] - Cash used in investing activities was $3,122,000 in 2025, up from $2,285,000 in 2024, aimed at enhancing production efficiency and expanding manufacturing capabilities[184] - Cash provided by financing activities for the year ended December 31, 2025, was $8,331,000, which included a net increase in borrowings of $5,343,000 under the Current Credit Facility[185] - The company has sufficient liquidity to meet day-to-day cash requirements, but must refinance large portions of its indebtedness before September 30, 2026, and October 1, 2026[178] Debt and Credit Facilities - The company has outstanding indebtedness under the Current Credit Facility of $23,473,000, which matures on September 30, 2026[169] - The company is required to maintain a Fixed Charge Coverage Ratio of 1.25x starting from the rolling twelve-month period ending September 30, 2025[174] - The company entered into multiple amendments to its credit facility, extending maturity dates and waiving defaults, with amendment fees totaling $65,000[180] - The company has engaged in discussions with lenders regarding potential extensions or refinancings of its obligations, indicating ongoing financial negotiations[179] Working Capital - Working capital fell by 55.47% to $5,238,000 in 2025 from $11,776,000 in 2024[160] Other Financial Information - As of December 31, 2025, total unfilled contract values amounted to $270.1 million, including a backlog of $136.8 million[158] - The company sold 1,213,593 shares of common stock in 2025, generating gross proceeds of $4,869,000[170] - The company has no off-balance sheet arrangements as of December 31, 2025, and 2024, indicating a straightforward financial structure[187] - The company is obligated to pay a portion of Excess Cash Flow if it is positive, but for the fiscal year ended December 31, 2025, no payment is required[176] - Significant estimates in the financial statements include inventory valuation and income tax provision, which could lead to material changes in reported results[189]

IPO and Proceeds - The company completed its Initial Public Offering (IPO) on February 12, 2026, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Public Units at a price of $10.00 per unit[20]. - An additional $4,125,000 was generated from the private sale of 4,125,000 Private Placement Warrants at $1.00 each, bringing total proceeds to $234,125,000[21]. - The total amount of $230,000,000 from the IPO and Private Placement has been placed in a Trust Account[22]. - The company has $230,000,000 available for a Business Combination following the Initial Public Offering, assuming no redemptions and before payment of the Deferred Fee[49]. - The company has placed $230,000,000 in its Trust Account from the Initial Public Offering and Private Placement, with a pro rata Redemption Price of approximately $10.00 per Public Share[121]. Business Combination Requirements - The company must complete its initial Business Combination by February 12, 2028, or face termination and distribution of Trust Account funds[23]. - The company is required to complete Business Combinations with an aggregate fair market value of at least 80% of the Trust Account assets[29]. - The company anticipates structuring its initial Business Combination to acquire 100% of the equity interests or assets of the target business[31]. - The company may seek to extend the Combination Period with shareholder approval, which could affect the Trust Account and listing on Nasdaq[24]. - The company may need to obtain additional financing to complete its initial Business Combination if the transaction requires more cash than is available from the proceeds held in the Trust Account[50]. Shareholder Considerations - Shareholder approval may be required for the initial Business Combination under certain conditions, including significant changes in ownership or control[57]. - The initial redemption price for Public Shares is set at $10.00 per share, based on the aggregate amount in the Trust Account prior to the initial Business Combination[65]. - Public Shareholders are restricted from redeeming more than 15% of Public Shares sold in the Initial Public Offering without prior consent from the company[79]. - The company will provide Public Shareholders with the opportunity to redeem their shares either through a general meeting or a tender offer[69]. - The company may engage in privately negotiated transactions to incentivize Public Shareholders to vote in favor of the initial Business Combination[61]. Financial Condition and Risks - The company incurred total fees of $5,355,245 related to the IPO, including a cash underwriting fee of $1,989,637 and a Deferred Fee of $2,300,000[171]. - For the period from November 4, 2025, to December 31, 2025, the company reported a net loss of $1,038,713, primarily due to general and administrative costs and share-based compensation[170]. - As of December 31, 2025, the company had a working capital deficit of $219,347 and no cash, but following the IPO on February 12, 2026, cash held outside the Trust Account was approximately $1,962,363 with working capital of $1,061,501[175]. - The company may face significant dilution for Public Shareholders due to the nominal purchase price paid by the Sponsor for Founder Shares, which could impact the implied value of Public Shares[118]. - The company may face risks related to inflation and interest rate fluctuations, which could impact its ability to consummate a Business Combination[107]. Management and Experience - The management team has over 25 years of experience in private and public markets, having completed numerous transactions that achieved significant value creation[25]. - Peter D. Aquino has extensive experience in TMT, having served as Chairman of SeaChange International until May 2024, and led INAP through Chapter 11 restructuring[207]. - Igor Volshteyn has been CEO since inception and has over 20 years of experience in investment management, previously serving as CFO of Spartacus Acquisition Corporation[208]. - Mark Szynkowski, CFO since inception, has over 25 years of finance experience, including roles in mergers and acquisitions and compliance with SEC regulations[209]. - The company entered into a mergers and acquisition advisor agreement with The Klein Group on December 18, 2025, to assist in identifying potential targets for the initial Business Combination[185]. Regulatory and Compliance - The company is required to file annual, quarterly, and current reports with the SEC, ensuring transparency in its financial statements[98]. - The company is classified as an "emerging growth company," allowing it to take advantage of reduced reporting requirements[102]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing the initial Business Combination[113]. - The company’s disclosure controls and procedures were deemed effective as of December 31, 2025, ensuring compliance with SEC rules[198]. Market and Economic Conditions - The geopolitical conditions, including conflicts in Ukraine and the Middle East, may adversely affect the company’s ability to find a suitable target for its initial Business Combination[123]. - The company’s ability to consummate a Business Combination may be impacted by increased market volatility and decreased availability of financing due to global events[131]. - The company may face competition from other SPACs, private equity groups, and public companies, which could limit its ability to acquire larger target businesses[96]. - The trading price of the post-Business Combination company may decline below the Redemption Price, as seen in recent trends where many post-Business Combination companies experienced price drops[122].

Financial Performance - The company had a net income of $370,459 for the period from August 7, 2025, to December 31, 2025, primarily from interest earned on investments held in the Trust Account of $535,814[97]. - Cash used in operating activities from August 7, 2025, to December 31, 2025, was $228,357, with changes in operating assets and liabilities using $35,002 of cash[100]. - The company does not expect to generate operating revenues until after the completion of a business combination[96]. IPO and Fundraising - The IPO generated gross proceeds of $250,000,000 from the sale of 25,000,000 units at $10.00 per unit, with an additional $6,850,000 raised from the sale of 685,000 private placement units[98]. - The company incurred transaction costs of $14,449,003 related to the IPO, including a cash underwriting fee of $5,000,000 and a deferred underwriting fee of $8,750,000[99]. - The underwriters were paid a cash underwriting discount of $5,000,000, with a contingent deferred fee of $8,750,000 payable upon completion of a business combination[107]. Assets and Investments - As of December 31, 2025, the company had investments held in the Trust Account totaling $250,535,814, which will be used to complete a business combination[101]. - As of December 31, 2025, the company had cash of $1,071,605 available for identifying and evaluating target businesses[102]. - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2025[105]. Future Funding Needs - The company does not believe it will need to raise additional funds to meet operating expenditures prior to the business combination[104].