Financial Overview - The company completed its Initial Public Offering on July 11, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[18]. - A private sale of 6,000,000 Private Placement Warrants was completed simultaneously, generating an additional $6,000,000 in gross proceeds[19]. - The total proceeds of $230,000,000 from the IPO and Private Placement were placed in a Trust Account[20]. - The company has approximately $245.1 million available for a Business Combination as of December 31, 2025, before accounting for deferred underwriting commissions and taxes[60]. - The company has approximately $65,427 of proceeds held outside the Trust Account as of December 31, 2025, to fund dissolution costs[109]. - The company generated gross proceeds of $230,000,000 from the Initial Public Offering of 23,000,000 Units at $10.00 per Unit, with net proceeds of $231,522,384 after deducting offering expenses[177]. Business Combination Requirements - The company must complete its initial Business Combination by July 11, 2026, or face termination and distribution of Trust Account funds[31]. - The company is required to complete Business Combinations with a fair market value of at least 80% of the Trust Account assets[47]. - The company intends to structure its initial Business Combination to acquire at least 50% of the voting securities of the target business[48]. - The company may pursue Business Combinations with financially unstable or early-stage businesses, which could introduce various risks[61]. - The company has not yet selected a Business Combination target and is open to opportunities across various industries and geographies[63]. - The company may continue to seek a Business Combination with a different target if the initial proposed Business Combination is not completed[105]. Management and Strategy - The management team aims to leverage extensive industry relationships to create a pipeline of business combination opportunities[38]. - The management team includes experienced professionals with a strong background in mergers and acquisitions, enhancing the company's competitive positioning[43]. - The company aims to target businesses that are well-positioned for long-term growth and aligned with U.S. industrial capacity and innovation[63]. - The company may seek to recruit additional managers to enhance the management of the target business post-combination[74]. - The determination of whether key personnel will remain with the combined company will be made at the time of the initial Business Combination[73]. Shareholder Considerations - Shareholders may redeem their Public Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[84]. - The company will provide Public Shareholders with the opportunity to redeem their shares regardless of their voting decision on the initial Business Combination[87]. - The company requires 7,666,667 Public Shares, or 33.3% of the 23,000,000 Public Shares sold in the Initial Public Offering, to be voted in favor of an initial Business Combination for approval[92]. - A Public Shareholder may redeem their shares regardless of their voting stance on the proposed transaction[94]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[99]. Financial Risks and Obligations - The company may need to raise additional funds to complete its Business Combination or to cover redemptions of Public Shares, which could involve issuing additional securities or incurring debt[184]. - The company may incur substantial debt to complete a Business Combination, adversely affecting its financial condition[134]. - The company is liable to ensure that the Trust Account does not fall below $10.00 per Public Share due to third-party claims[112]. - If the Trust Account value drops below $10.00 per Public Share, shareholders may receive less than this amount upon redemption[113]. - The company has not verified whether its Sponsor has sufficient funds to meet indemnity obligations, raising concerns about potential claims against the Trust Account[112]. Regulatory and Compliance - The company is subject to SEC reporting obligations, including filing annual, quarterly, and current reports[119]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[124]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements[127]. - The company is considered a "controlled company" under Nasdaq standards, as more than 50% of the voting power for director appointments is held by a single entity[128]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[202]. Operational Challenges - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational efforts and evaluating acquisition candidates[173]. - The company may face competition from other SPACs and private equity groups, which could limit its ability to acquire larger target businesses[117]. - Increased competition for attractive targets among SPACs may raise costs and complicate the completion of Business Combinations[130]. - The company may face challenges in obtaining additional financing for its initial Business Combination or funding operations of a target business[129]. - The absence of a specified maximum redemption threshold may allow the company to complete a Business Combination even if a substantial majority of Public Shareholders disagree[134]. Miscellaneous - The Company has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial Business Combination[149]. - The Company completed the private sale of 6,000,000 warrants at a price of $1.00 per warrant, totaling $6,000,000[152]. - The Units commenced public trading on July 10, 2024, while Public Shares and Public Warrants began trading separately on August 30, 2024[147]. - The Company is focusing on pursuing an initial Business Combination in the healthcare industry[157]. - The Company has not encountered any cybersecurity incidents since its Initial Public Offering, but remains vulnerable to such risks[142].

Financial Overview - The company completed its Initial Public Offering on July 11, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[18]. - A total of 6,000,000 Private Placement Warrants were sold at $1.00 each, generating an additional $6,000,000 in gross proceeds[19]. - The company has approximately $245.1 million available for a Business Combination as of December 31, 2025, before accounting for deferred underwriting commissions and taxes[60]. - The amount in the Trust Account was approximately $10.59 per Public Share as of December 31, 2025[84]. - The company has approximately $65,427 of proceeds held outside the Trust Account as of December 31, 2025, to fund costs associated with dissolution[109]. - The Trust Account holds approximately $65,427 as of December 31, 2025, to cover potential claims, with estimated liquidation costs not exceeding $100,000[114]. - As of December 31, 2025, the company reported a net income of $8,789,649, which includes $9,795,490 of interest income earned on the Trust Account, offset by $1,005,841 of general and administrative costs[174]. Business Combination Requirements - The company must complete its initial Business Combination by July 11, 2026, or face termination and distribution of Trust Account funds[31]. - The company is required to complete Business Combinations with an aggregate fair market value of at least 80% of the Trust Account assets[47]. - The company intends to structure its initial Business Combination to acquire at least 50% of the voting securities of the target business[48]. - The company may pursue Business Combinations with affiliated companies, provided an independent valuation opinion is obtained to ensure fairness[49]. - The company may not complete the initial Business Combination if the cash required for redemptions exceeds the available cash[86]. - A minimum cash requirement may be imposed for cash consideration to be paid to the target or for working capital, and if cash requirements exceed available cash, the initial Business Combination will not be completed[98]. - The company will not complete the initial Business Combination if the aggregate cash consideration for redemptions exceeds the cash available[98]. Management and Strategy - The management team includes experienced professionals with a focus on strategic acquisitions and operational leadership[31]. - The company aims to leverage its extensive network to identify and execute compelling business combination opportunities[38]. - The company has shifted its focus to target businesses that enhance U.S. industrial capacity and economic resilience, particularly in domestic manufacturing and innovation[37]. - The company aims to target businesses that are well-positioned for long-term growth and aligned with U.S. industrial capacity and innovation[63]. - The Management Team's extensive network is expected to provide a substantial number of potential Business Combination targets, enhancing deal flow opportunities[55]. Shareholder Rights and Redemption - Shareholders may redeem their Public Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[84]. - Public Shareholders may redeem their shares irrespective of their voting decision, and the redemption offer will remain open for at least 20 business days[94]. - The company requires 7,666,667 Public Shares, or 33.3% of the 23,000,000 Public Shares sold in the Initial Public Offering, to be voted in favor of an initial Business Combination for approval[92]. - If only one-third of the issued Ordinary Shares vote, no additional Public Shares are needed for approval of the initial Business Combination[92]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[99]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer shares to exercise redemption rights[101]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[104]. Regulatory and Compliance - The company is subject to SEC reporting obligations, including filing annual, quarterly, and current reports[119]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[124]. - 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[126]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements[127]. - The company is considered a "controlled company" under Nasdaq standards, as more than 50% of the voting power for director appointments is held by a single entity[128]. - The company is subject to changing laws and regulations that could increase costs and the risk of non-compliance[134]. Risks and Challenges - There is a risk that the company may not complete its initial Business Combination within the Combination Period, leading to liquidation and redemption of Public Shares[129]. - Increased competition among SPACs for attractive targets may result in higher costs or an inability to find suitable targets for Business Combinations[130]. - The company may face challenges in obtaining additional financing necessary for completing its initial Business Combination or funding operations of a target business[129]. - Public Shareholders may not have the opportunity to vote on the proposed initial Business Combination, which could lead to a situation where a majority does not support the combination[131]. - The company may face substantial debt obligations to complete a Business Combination, adversely affecting its financial condition[134]. - The ability to redeem Public Shares for cash may limit the attractiveness of the company to potential Business Combination targets[131]. - The company may incur costs related to the evaluation and negotiation of target businesses, which could reduce available funds for future Business Combinations[69]. Financial Obligations and Agreements - A new administrative services agreement was established with Dominari Holdings Inc. for $20,000 per month[29]. - The company issued a promissory note to the Sponsor for up to $1,500,000 at a 12% annual interest rate[30]. - The company entered into a promissory note with a 12% interest rate, due upon the earlier of the initial Business Combination or liquidation[172]. - The company has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial Business Combination[149]. - The underwriters of the Initial Public Offering are entitled to deferred underwriting commissions of $10,950,000, payable upon the completion of the initial Business Combination[186]. Cybersecurity and Internal Controls - The Company may face risks related to cybersecurity incidents that could adversely affect its financial condition[142]. - The Company has not encountered any cybersecurity incidents since its Initial Public Offering[142]. - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2025, determining it to be effective[204]. - The Company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[202].

Acquisition and Growth - The company completed the acquisition of Event Risk LLC for a total consideration of approximately $10.1 million, including $5.0 million in cash and 1,724,418 shares of Class A Common Stock[22]. - The company has increased its workforce from 90 to over 400 employees following the Event Risk Acquisition, significantly enhancing its operational capacity[56]. - The company completed the Event Risk Acquisition, aiming to integrate Event Risk's services with its autonomous machines and AI-driven software, although uncertainties remain regarding the successful integration[160]. Financial Performance - The company incurred a net loss of $33.8 million for the year ended December 31, 2025, compared to a net loss of $31.7 million for the year ended December 31, 2024, with an accumulated deficit of $227.0 million as of December 31, 2025[61]. - Cash and cash equivalents increased to $20.6 million as of December 31, 2025, up from $11.1 million as of December 31, 2024[61]. - Total revenue increased to approximately $11.3 million in 2025, a growth of $0.5 million or 5% compared to 2024[180][213]. - Service revenue accounted for 70% of total revenue in 2025, while product revenue made up 30%[212]. - The total cost of revenue increased to $16.1 million in 2025, representing 142% of total revenue, up from 134% in 2024[212]. - Research and development expenses rose significantly to $12.5 million in 2025, accounting for 110% of revenue[212]. Market and Competition - The U.S. security services industry is estimated to have a total addressable market worth upwards of $230 billion by 2026, encompassing various sectors including public safety and digital security[31]. - The company operates in a competitive market with various segments, facing challenges from competitors with greater resources and established customer bases[46]. - Competition in the physical security technology market is increasing, with other companies potentially having more resources and better pricing strategies[101]. Operational Challenges - Supply chain constraints in 2025 led to increased lead times and higher costs, particularly affecting the ECD product line due to global disruptions and component shortages[39]. - The company is dependent on a complex global supply chain, facing challenges that could delay product deployment and affect revenue recognition[132]. - Significant supply chain constraints impacted revenue timing and margin performance, particularly affecting electronic components[180][190]. Regulatory and Compliance Issues - Regulatory compliance is a significant aspect of the company's operations, impacting costs and operational complexity due to evolving laws and regulations[50]. - The company may face increased scrutiny from regulatory authorities due to evolving data protection laws, including the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR), which impose strict compliance requirements[104][106]. - Noncompliance with the CCPA could result in fines of up to $7,500 per violation, adversely affecting the company's financial condition[105]. - The GDPR imposes potential fines of up to €20 million or 4% of annual global revenues for noncompliance, which could significantly impact the company's operations[106]. Risks and Uncertainties - The company has not yet generated any profits and anticipates continued losses for the foreseeable future, raising substantial doubt about its ability to continue as a going concern[60]. - The company is currently dependent on additional fundraising to sustain ongoing operations and may need to significantly reduce operations if unable to secure sufficient funding[66]. - Future operating results are difficult to predict due to various factors, including competition, technological changes, and market demand[77]. - The company is exposed to risks of losing contracts due to terminations or non-renewals, which could adversely affect financial condition and liquidity[73]. Technology and Innovation - The company holds twelve patents related to its autonomous security robots and associated technologies, with some patents beginning to expire in 2035[37]. - The company aims to expand its software-driven orchestration and integrate enforcement services into its security offerings[35]. - The K7 ASR platform remains in development, with commercial production expected in late 2026 or early 2027[184]. Financial Liabilities and Capital Structure - The company issued unsecured Public Safety Infrastructure Bonds totaling approximately $4.3 million, with a 10% annual interest rate starting December 31, 2024[95]. - The company has not paid cash dividends in the past and does not expect to do so in the future, limiting returns on investment to stock price appreciation[140]. - The company’s Class A Common Stock is listed on The Nasdaq Capital Market, and failure to comply with listing requirements could result in delisting, adversely affecting financial condition[133]. Cybersecurity and IT Risks - Cybersecurity risks are heightened due to increasing sophistication of cyberattacks, which could disrupt operations and lead to significant financial costs[116]. - Any security breach could result in reputational damage, regulatory scrutiny, and potential legal liabilities, adversely affecting the company's business and financial condition[117]. - The company has developed a cybersecurity risk management program to protect its critical systems and information, although it acknowledges the risks associated with cybersecurity threats[163].

Financial Performance - The company reported a significant increase in revenue, achieving $50 million in Q4 2023, representing a 25% year-over-year growth [8]. - The company anticipates a revenue growth of 20% for the next fiscal year, projecting total revenue to reach $60 million [9]. - The gross margin improved to 65%, up from 60% in the previous year, indicating better cost management [8]. User Growth - User data showed a 15% increase in active users, reaching 1.2 million by the end of the fiscal year [8]. Product Development and Market Expansion - New product launches, including the Catamaran™ SI Joint Fusion System, are expected to drive sales, with an estimated market size of $1 billion [16]. - The company is focusing on market expansion, targeting an additional 200 hospitals in the next year [16]. - Research and development expenses increased by 30%, totaling $10 million, to support new technology initiatives [16]. - The company plans to pursue strategic acquisitions to enhance its product portfolio and market presence [16]. Competitive Environment - The company faced pricing pressure, with competitors reducing prices by an average of 10% [16]. - The company operates in a highly competitive environment, and inability to compete effectively may hinder sales and growth [16]. Risks and Challenges - The company has incurred losses in the past and may be unable to achieve or sustain profitability in the future [16]. - The adoption of the Catamaran™ SI Joint Fusion System and the SImmetry SI Joint Fusion System may be delayed if healthcare providers cannot obtain coverage and reimbursement from third-party payors [16]. - The company is dependent on a limited number of contract manufacturers, and the loss of any of these could materially adversely affect its business [16]. - The size and future growth of the SI Joint fixation market are uncertain, and estimates may be smaller than anticipated, potentially impacting sales growth [17]. - The company may seek to grow through acquisitions or investments, and failure to manage these could have a material adverse effect [17]. - The company faces risks related to cybersecurity and data leakage, which could harm its operations [17]. - Compliance with extensive governmental regulations is critical, and failure to do so could negatively impact the business [16]. - The company may incur product liability losses, and insurance coverage may be inadequate [17]. - Geopolitical conditions, including trade disputes, could adversely affect operations and financial results [17]. Cybersecurity - The company is committed to enhancing cybersecurity measures, investing $2 million in new technologies to protect sensitive data [17].

Financial Resources and Requirements - The company expects to have $173,195,000 available from the IPO and private placement units to complete its business combination and cover related fees and expenses, including $300,000 for deferred underwriting commissions[150]. - The company must maintain net tangible assets of at least $5,000,001 to redeem public shares prior to the initial business combination[164]. - The company expects to have approximately $580,000 available initially outside the trust account to fund working capital requirements[185]. - If the trust account proceeds fall below $10.00 per public share, it may reduce the funds available for distribution to public shareholders[183]. - Up to $5,000,000 in loans from the sponsor may be convertible into private placement units at a price of $8.00 per unit[185]. - The company may need to seek additional financing if the net proceeds from the IPO and private placement units are insufficient for the initial business combination[169]. Business Combination Risks - The company may face challenges in completing its initial business combination if it does not meet its general criteria and guidelines, potentially leading to a higher number of shareholders exercising their redemption rights[142]. - There is a risk that the company may enter into a business combination with a financially unstable business or one lacking an established record of revenue or earnings, which could adversely affect operations and profitability[144]. - The company may not be required to obtain an independent valuation opinion for the target business, relying instead on the judgment of its board of directors to determine fair market value[145]. - The company may seek acquisition opportunities in industries outside of its management's areas of expertise, which could hinder its ability to assess significant risk factors[152]. - The company may attempt to complete multiple business combinations simultaneously, which could complicate negotiations and increase costs, negatively impacting profitability[156]. - The company may not maintain control of a target business post-combination, raising concerns about the new management's ability to operate profitably[160]. - The company is solely dependent on the performance of a single business or asset, which may limit diversification and increase operational risks[155]. - The company may face difficulties in assessing the management of prospective target businesses, potentially leading to poor post-combination performance[143]. - The company acknowledges that its management team may become involved in litigation or investigations that could divert attention from identifying suitable business combinations[159]. - The company may face write-downs or restructuring charges post-business combination that could negatively impact financial condition and share price[179]. - The company may incur substantial debt to complete a business combination, which could adversely affect leverage and financial condition[200]. Shareholder Considerations - The company does not have a specified maximum redemption threshold, allowing for a business combination even if a substantial majority of shareholders disagree[164]. - Shareholders may face liability for claims against the company to the extent of distributions received upon redemption of their shares[186]. - Shareholders may not have rights to funds from the trust account except under limited circumstances[194]. - The past performance of the management team is not indicative of future performance or investment returns[192]. - The company may issue additional Class A ordinary shares, which could dilute existing shareholders' interests[190]. - The company may amend agreements related to the IPO without shareholder approval, which could affect public shareholders[168]. - The company may not hold an annual general meeting until after the initial business combination is completed[187]. Market and Regulatory Risks - If the company cannot complete its initial business combination within 12 months, public shareholders may have to wait longer for redemption from the trust account[178]. - Increased costs and decreased availability of directors and officers liability insurance could complicate the negotiation of an initial business combination[170]. - The company may engage the underwriter for additional services post-IPO, which could create potential conflicts of interest[173]. - The management team has invested in the sponsor, aligning their interests with shareholders, but this could also lead to conflicts of interest[177]. - If the company is deemed a 'blank check' company, investors will not receive protections normally afforded to investors in such companies[196]. - The company may face significant adverse consequences if its securities are delisted from trading on the Nasdaq[196]. - Nasdaq listing requires maintaining a minimum stock price of $4.00 per share and at least 400 public holders[195]. - The Inflation Reduction Act of 2022 imposes a 1% U.S. federal excise tax on certain stock repurchases, which could apply to redemptions after a business combination[204]. - The company may seek acquisition opportunities in foreign countries, facing political and economic risks[206]. Financial Statement Considerations - The Trust Account balance as of December 31, 2025, is $173,403,838, with no significant market risk from interest rate changes[253]. - A hypothetical 100-basis-point change in interest rates would not materially impact the Company's financial statements[253]. - The Public Warrant liability is valued at $1,419,066, with key drivers including stock price, expected volatility, and risk-free rate[254]. - A 1 percentage point increase in volatility would increase the warrant liability by approximately $46,000[254]. - A $0.50 increase in stock price would increase the warrant liability by approximately $27,000[254]. - Natural disasters could materially adversely affect the company's search for a business combination and operations[175].

Financial Performance - Total net operating revenue for 2023 was US$41,784 million, with Iron Ore Solutions contributing US$34,079 million (81.6% of total) and Vale Base Metals contributing US$7,569 million (18.1% of total) [20] - Iron ore and iron ore pellets accounted for 76.6% of the company's net operating revenue in 2025, while nickel contributed 11.2% [116] - A US$1 decrease in the average iron ore price would have reduced the company's operating income by approximately US$290 million for the year ended December 31, 2025 [117] - The company experienced net foreign exchange gains of US$366 million in 2025, compared to losses of US$83 million in 2024 [118] - In 2025, 51% of net operating revenue was attributable to sales to customers in China, highlighting the significant impact of Chinese economic conditions on overall performance [146] Production and Operational Goals - Nickel production is targeted to double by 2035, with a focus on operational efficiency and maintaining geographical advantages in the Americas and Europe [25] - The copper production target is set to reach 700,000 tons per year by 2035, leveraging existing infrastructure and high-grade mineral assets [29] - Iron ore production in 2023 was 27,760 million tons, with iron ore pellets production at 5,803 million tons [20] - The Novo Carajás Program launched in February 2025 aims to optimize iron ore production and accelerate copper production growth in the Carajás region, with strategic investments in technology and sustainability [36] Environmental and Sustainability Initiatives - The company aims to lead the decarbonization of the steel industry while maintaining competitive costs and customer-centric flexibility in the iron ore business [25] - The company aims to reduce absolute greenhouse gas (GHG) emissions from Scopes 1 and 2 by 33% by 2030, using 2017 as the baseline, and achieve net-zero emissions for these scopes by 2050 [43] - In 2025, the company invested US$251.6 million in reducing GHG emissions, part of a total investment of US$1.7 billion since 2020 [43] - The company achieved 100% renewable energy supply in Brazil in 2023, two years ahead of schedule, and plans to achieve this globally by 2030 [44] - In 2025, 81% of the company's production did not generate tailings disposed of in dams, aligning with its circularity initiatives [46] - The company has recovered over 25,000 hectares and maintained the protection of more than 200,000 hectares as part of its Forest Target [45] Legal and Regulatory Matters - The estimated economic value of the Judicial Settlement for Integral Reparation related to the Brumadinho dam failure is R$37.7 billion [58] - As of December 31, 2025, the company incurred R$6.8 billion in infrastructure works and environmental and socioeconomic reparation actions related to the Brumadinho dam failure [58] - The Definitive Settlement is estimated at R$170 billion, covering disbursements over 20 years for remediation and compensation actions [64] - Changes in Brazilian tax laws, including a new consumption tax expected to be implemented by 2033, could increase the overall tax burden on operations [165] - The Brazilian government's economic policies and political stability significantly influence the company's financial performance and market conditions [170] Community Engagement and Social Responsibility - Approximately 60,000 people were engaged in initiatives to help lift individuals out of extreme poverty in 2025 [49] - The company supports 478 local associations and small businesses, benefiting more than 20,000 people through various community initiatives [60] - As of December 31, 2025, Samarco has made R$11.1 billion in compensation payments under the Definitive Indemnity Program (PID) with 301,500 agreements [69] - By December 2025, approximately 99% of resettlement cases in affected districts have been completed [71] Risk Management - The company is subject to various operational risks, including extreme weather conditions and supply chain disruptions, which could adversely affect financial performance [100] - The company faces significant expenditures related to remediation and compensation for damages from past dam failures, impacting its financial condition [114] - The company is exposed to geopolitical tensions and trade policies that may disrupt operations and impact financial performance [140] - The company has a structured approach to managing geotechnical risks, including the establishment of a dedicated Geotechnical Risk Committee and adherence to international best practices such as the Global Industry Standard on Tailings Management (GISTM) and the Tailings and Dams Management System (TDMS) [189] - The company actively manages strategic risks through continuous monitoring of market and geopolitical trends, structured portfolio reviews, and assessment of technological shifts [197] Cybersecurity and Information Security - The company has implemented comprehensive information security policies to manage cyber risks, including advanced security technologies and a culture of cybersecurity awareness [204] - Cybersecurity threats, including AI-enabled attacks, pose risks to business operations and financial disclosures, potentially leading to operational disruptions and reputational damage [152] Financial and Market Risks - The company is exposed to market risks associated with commodity price volatility, foreign exchange rates, and interest rates, with risk mitigation programs in place including forward transactions and options [193] - The company's accounts receivable portfolio is geographically diversified, with significant exposure in Asia, Europe, and Brazil, and employs various guarantees to enhance credit quality [196] - The company’s financial risk management includes monitoring market risk exposure and implementing strategies to mitigate potential impacts on cash flow [192]

Fleet Operations - The company operates oil tankers of various sizes, including very large crude carriers (VLCCs) ranging from 200,000 to 320,000 dwt, and Suezmax tankers between 120,000 and 170,000 dwt [24]. - The average age of the company's vessels is 7.5 years as of December 31, 2025, which may impact charterhire payments and resale value [41]. - As of December 31, 2025, the Company's fleet consisted of 80 vessels with an aggregate capacity of approximately 17.6 million DWT [187]. - The company operates a modern, fuel-efficient fleet with an average age of 7.5 years, with all vessels being ECO vessels and 46 scrubber-fitted [199]. - As of December 31, 2025, 77 out of 80 vessels owned by the company were employed in the spot market or on short-term variable rate time charters, exposing the company to fluctuations in spot market charter rates [94]. Market Dynamics - The tanker industry is highly cyclical and volatile, with profitability and charter rates affected by supply and demand dynamics, which could adversely impact revenues and cash flows [32]. - A decrease in shipments of crude oil or changes in trade patterns could materially affect the company's financial performance, particularly from key markets such as the Arabian Gulf and West Africa [35]. - An oversupply of tanker capacity could lead to reduced charter rates and vessel values, adversely impacting the company's financial results [38]. - The company is exposed to fluctuations in global economic conditions, which may reduce demand for oil products and lower charter rates [37]. - The tanker market has historically been volatile, with spot market rates sometimes falling below operating costs, which could impact profitability and the ability to pay dividends [96]. Regulatory and Compliance Risks - The company faces risks from regulatory changes, geopolitical conflicts, and environmental regulations that may disrupt operations and affect profitability [28]. - The company is subject to significant economic sanctions imposed by the U.S., European Union, and United Kingdom due to geopolitical conflicts, which may adversely affect its operations and market reputation [77]. - Compliance with safety and environmental regulations may result in significant expenses, potentially impairing the company's financial performance [80]. - The company is required to maintain operating standards for all vessels, emphasizing operational safety and compliance with environmental regulations [208]. - The International Maritime Organization (IMO) has established a global 0.5% m/m sulfur oxide emissions limit effective January 1, 2020, reduced from 3.50% [213]. Financial Performance and Risks - The company has $3,067.7 million of outstanding debt as of December 31, 2025, with financial covenants requiring maintenance of minimum vessel values and positive working capital [119]. - The company may not have adequate insurance coverage for its vessels, which could harm its financial condition and ability to pay dividends [141]. - The company cannot guarantee that it will be able to obtain additional financing on acceptable terms, which may hinder growth and negatively impact cash flows [127]. - The company may face financial penalties or additional taxes if it fails to maintain sufficient economic substance in Cyprus or other jurisdictions [125]. - Volatility in interest rates could affect profitability, with floating interest rates based on the Secured Overnight Financing Rate (SOFR) posing risks to financial performance [116]. Cybersecurity and Technological Risks - The company relies on information systems for operations, and any significant security breaches could adversely affect business and results [43]. - The company faces significant cybersecurity risks, including potential data breaches and system disruptions, which could adversely affect its operations and financial condition [46]. - Cybersecurity incidents may lead to substantial expenses for investigation and remediation, potentially resulting in litigation and diminished customer confidence [47]. - Technological advancements in vessel design and efficiency could impact the company's competitive position and charterhire income [41]. Environmental and ESG Considerations - The company is subject to increasing scrutiny regarding its ESG policies, which may impose additional costs and risks if it fails to meet evolving investor expectations [51]. - The company may need to allocate more resources to meet stringent ESG standards, impacting its capital expenditures and overall financial condition [52]. - The company believes it is in substantial compliance with applicable environmental laws and regulations, holding all necessary permits and licenses [208]. - Future regulations may require the installation of expensive emission control systems, potentially affecting the company's financial condition [221]. Strategic Transactions and Acquisitions - The company agreed to acquire nine ECO VLCC newbuildings with deliveries expected in 2026 to 2027, but delays could adversely affect anticipated revenues [109]. - The Company entered into a Framework Agreement on October 9, 2023, to acquire 24 VLCCs for an aggregate purchase price of $2,350.0 million [180]. - The Company sold 13,664,613 shares in CMB.TECH for $251.8 million in November 2023, using the proceeds to partly finance the Acquisition [183]. - In December 2025, the Company agreed to sell eight first generation ECO VLCCs for a total sales price of $831.5 million, expecting net cash proceeds of approximately $477.2 million and a gain of about $212.0 million in the first quarter of 2026 [185]. Labor and Operational Challenges - The company employed 85 people across various locations as of December 31, 2025, and any labor interruptions could materially affect its business and financial condition [137]. - The company may face challenges in recruiting suitable employees and crew as it expands its fleet, which could limit growth and financial performance [114].

IPO and Financing - The company completed its Initial Public Offering (IPO) on December 19, 2025, raising gross proceeds of $230 million from the sale of 23,000,000 Units at $10.00 per Unit[21]. - An additional $6,175,000 was generated from the private sale of 4,116,667 Private Placement Warrants at a price of $1.50 per warrant[22]. - The total amount of $230 million from the IPO and Private Placement is held in a Trust Account[23]. - As of December 31, 2025, the company has $230,231,978 available for a Business Combination, excluding amounts held outside the Trust Account for working capital[62]. - The company has approximately $1,270,396 of proceeds held outside the Trust Account as of December 31, 2025, to fund costs associated with dissolution[106]. - The company satisfied its liquidity needs through a $25,000 contribution from the Sponsor, a loan of up to $300,000 under the IPO Promissory Note, and net proceeds from the Initial Public Offering[186]. - The loan of $194,319 under the IPO Promissory Note was fully repaid upon the consummation of the Initial Public Offering on December 19, 2025[187]. - The company may need additional financing to complete its initial Business Combination if the transaction requires more cash than available from the Trust Account or if significant Public Shares are redeemed[63]. - The company does not expect to raise additional funds to meet operating expenditures but may need additional financing for a Business Combination or to redeem Public Shares[189]. Business Combination and Acquisition Strategy - The company must complete its initial Business Combination by December 19, 2027, or face termination and distribution of Trust Account funds[24]. - The company is focusing on technology and software infrastructure companies within the blockchain and fintech sectors, but may consider other industries if compelling opportunities arise[20][28]. - The company is focused on acquiring businesses that are cash flow positive and demonstrate consistent margin integrity, particularly those with recurring revenue models[36]. - The company has established criteria for evaluating potential acquisition targets, although it may pursue opportunities that do not meet these criteria[34]. - The management team is looking for companies with defensible and competitive advantages driven by technology, which can provide differentiation in the marketplace[36]. - The company aims to structure its initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may also acquire less than 100% under certain conditions[47]. - The company has not yet selected a Business Combination target and may pursue opportunities across various industries[66]. - The company may pursue initial Business Combinations with affiliated entities, provided an independent valuation opinion is obtained to ensure fairness[48]. - The company may incur losses from costs associated with identifying and evaluating prospective target businesses that do not result in completed Business Combinations[68]. Competition and Market Conditions - The company faces intense competition from other SPACs and private investors for attractive acquisition targets, which may complicate the Business Combination process[33]. - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[115]. - Recent fluctuations in inflation and interest rates may hinder the ability to consummate an initial Business Combination[128]. - The ongoing geopolitical conflicts, including the Russia-Ukraine conflict, may adversely affect the ability to find a target business for the initial Business Combination[140]. - Military conflicts may lead to increased price volatility for publicly traded securities, complicating the consummation of an initial Business Combination[147]. Shareholder Rights and Redemption - If the initial Business Combination is not completed within the specified period, the company will redeem 100% of the Public Shares at a price based on the Trust Account balance, which was approximately $10.01 per share as of December 31, 2025[44]. - The company anticipates needing 8,625,001, or 37.5%, of the 23,000,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination for approval[89]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the Ordinary Shares sold in the Initial Public Offering without prior consent[96]. - The company will provide Public Shareholders with the opportunity to redeem their shares regardless of their voting decision on the initial Business Combination[89]. - The company may conduct redemptions either through a general meeting or a tender offer, depending on various factors including legal requirements[85]. - If the aggregate cash consideration for redemptions exceeds the available cash, the company will not complete the initial Business Combination or redeem any Public Shares[84]. - The company’s Sponsor, directors, and officers have agreed to waive their redemption rights concerning any Founder Shares and Public Shares they may hold[83]. - If shareholder approval is not required, the company will conduct redemptions in conjunction with a proxy solicitation under Regulation 14A of the Exchange Act[90]. - The expected redemption price upon dissolution is approximately $10.01 per share as of December 31, 2025[107]. Management and Governance - The Management Team has extensive experience in SPAC mergers, with past transactions including FinTech Acquisition Corp. and FTAC Olympus Acquisition Corp.[29][30]. - The Management Team's experience includes sourcing and executing transactions across venture capital and private equity, enhancing their ability to identify high-potential targets[27]. - The management team has a significant network of contacts and relationships globally, which provides a substantial number of potential acquisition targets[39]. - The management team may have conflicts of interest due to their commitments to other entities, potentially affecting the Business Combination process[136]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[121]. - The company will remain a smaller reporting company until specific market value or revenue thresholds are met[124]. - The company may be viewed as a "controlled company" under Nasdaq Rules, which could affect corporate governance requirements[125]. Financial Performance and Reporting - The company reported a net income of $105,478 for the period from June 27, 2025, to December 31, 2025, primarily from interest earned on Trust Account investments[180]. - Total fees incurred during the IPO amounted to $15,646,442, which included a cash underwriting fee of $4,000,000 and a Deferred Fee of $10,950,000[181]. - The company has not generated any operating revenues to date and has only engaged in organizational activities and efforts to identify acquisition targets[179]. - The company is required to file annual, quarterly, and current reports with the SEC, ensuring transparency in its financial reporting[117]. - The company will provide audited financial statements of the prospective target business to shareholders as part of the proxy solicitation materials[118]. - The management believes there are no recently issued accounting standards that would materially affect the financial statements if adopted[198]. Risks and Uncertainties - The potential for adverse developments in the financial services industry could negatively impact business prospects and results of operations[128]. - The company may not be required to obtain an independent valuation opinion for the target business, raising concerns about fairness in pricing[130]. - The absence of a specified maximum redemption threshold may allow completion of a Business Combination even if a majority of Public Shareholders disagree[130]. - Key personnel loss from a Business Combination target could negatively impact post-combination operations and profitability[133]. - The company may face regulatory review and approval requirements that could impede the completion of an initial Business Combination[133]. - The company may need to liquidate investments in the Trust Account to mitigate the risk of being deemed an investment company, potentially resulting in lower returns for Public Shareholders[135]. - Public Shareholders may experience immediate and substantial dilution from the purchase of Class A Ordinary Shares, as the Sponsor paid approximately $0.004 per Founder Share[150]. - The share price of the post-Business Combination company may decline below the Redemption Price, with no assurance of selling shares at or above this price[151]. - The company may be classified as a passive foreign investment company, potentially resulting in adverse U.S. federal income tax consequences for U.S. shareholders[145]. - The company has not yet identified a target for the initial Business Combination, creating uncertainty regarding financial condition and business prospects[151]. - The nominal purchase price for Founder Shares may result in significant dilution to the implied value of Public Shares upon consummation of the initial Business Combination[150].

Financial Risks - The company is exposed to various financial risks, including market risk, credit risk, and liquidity risk, with a focus on minimizing adverse effects on financial performance [677]. - The total exposure to credit risk is equal to the total value of financial assets held at year-end, with a loss allowance for expected credit losses recognized based on credit risk assessments [680]. - The company is continually reviewing credit risk associated with bank deposits and aims to mitigate this risk by holding deposits with banks of high credit status [682]. - Foreign exchange risk arises from transactions in currencies other than the functional currency, with cash balances retained in US Dollars to reduce exposure [683]. - The company does not hold any derivative instruments that expose it to material interest rate risk [684]. - Liquidity risk is managed through working capital management, with an emphasis on settling balances as they become due [685]. Financing Needs - As of December 31, 2025, $26.08 million remains undrawn from a $35.0 million Equity Line of Credit (ELOC) established in January 2025 [688]. - The company anticipates requiring additional financing in the third quarter of 2026 to support ongoing development programs and operations [688]. - The independent registered public accounting firm expressed substantial doubt about the company's ability to continue as a going concern due to uncertainties in financing options [690]. - The company is evaluating financing options, including potential acquisitions or mergers, but acknowledges that any financing may be dilutive [689]. ADR and Tax Obligations - ADR holders must pay any taxes or governmental charges related to their Depositary Shares or ADRs [706]. - The depositary has the right to deduct unpaid taxes from cash distributions or sell deposited securities to cover tax obligations [706]. - ADR holders agree to indemnify the depositary and its affiliates against claims from governmental authorities regarding taxes and penalties [707].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x 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 _______________ OR ¨ SHELL COMPANY PURSUANT T ...