Financial Performance - For the year ended December 31, 2025, the company reported net product revenue of $74.3 million, primarily driven by sales in the United States [685]. - The company incurred net losses of $287.5 million and $220.7 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $1,386.8 million as of December 31, 2025 [678]. - Total revenue for 2025 was $75.4 million, a 645% increase compared to $10.1 million in 2024 [745]. - The company reported a net loss of $287.5 million for 2025, a 30% increase from a net loss of $220.7 million in 2024 [745]. - Income tax expense increased to $2.0 million for the year ended December 31, 2025, compared to $1.5 million for 2024, reflecting a $0.4 million increase due to higher taxable income from product revenue [755]. Cash and Liquidity - The company has cash and cash equivalents of $104.1 million and marketable securities of $196.6 million as of December 31, 2025, expected to fund operations for at least the next twelve months [679]. - As of December 31, 2025, cash and cash equivalents were $104.1 million, down from $227.4 million in 2024, indicating a significant decrease in liquidity [791]. - Net cash used in operating activities for the year ended December 31, 2025, was $283.6 million, up from $206.3 million in 2024, driven by a net loss of $287.5 million [760]. - Net cash provided by investing activities was $158.5 million for the year ended December 31, 2025, primarily from maturities and redemptions of marketable securities [761]. - Net cash used in financing activities was $4.3 million for the year ended December 31, 2025, compared to a net cash inflow of $589.6 million in 2024 [763]. Research and Development - Initial data from the Phase 1 trial of obe-cel in progressive multiple sclerosis is expected to be reported at the end of 2026 [682]. - Research and development expenses are expected to increase substantially over the next few years due to higher personnel costs and additional clinical trials [723]. - Research and development expenses decreased by 15% to $117.7 million in 2025 from $138.4 million in 2024, primarily due to reallocations to commercial manufacturing [750]. - The company benefits from U.K. research and development tax incentives, with the SME program allowing for cash rebates of up to 33.35% of qualifying expenditure incurred prior to April 1, 2023 [730]. Product Development and Sales - AUCATZYL was launched in the United Kingdom in December 2025 following a successful NICE evaluation, now available under routine commissioning [685]. - The overall response rate for obe-cel in pediatric patients with high-risk r/r B-ALL was reported at 95.5%, with low rates of high-grade cytokine release syndrome and neurotoxicity [685]. - AUCATZYL was included in CMS's Healthcare Common Procedure Coding System, formalizing reimbursement for patients on government programs [698]. - The company expects significant expenses and operating losses as it markets AUCATZYL and advances other product candidates through development and commercialization [756]. - The company anticipates increased expenses related to establishing sales and marketing infrastructure for AUCATZYL and other product candidates [764]. Collaborations and Agreements - The company received an upfront payment of $10 million from BioNTech under a License Agreement, with potential future payments of up to $582 million [688]. - Blackstone agreed to pay the company up to $150 million to support the development of obe-cel, including an upfront payment of $50 million [696]. - The Blackstone Collaboration Agreement includes up to $150 million in payments to support the development of the investigational therapy product candidate, with an upfront payment of $50 million already received [772]. Revenue Recognition and Accounting Policies - The company revised its revenue recognition policy, concluding that revenue should only be recognized after the patient has received the final dose of the product, impacting previously recognized revenue [701]. - Product revenue is recognized net of gross-to-net deductions, which include estimated rebates and chargebacks, patient travel assistance, and co-pay assistance deductions [702]. - License revenue includes non-refundable upfront fees and payments based on clinical development and regulatory objectives [709]. - The company assesses variable consideration in contracts, including contingent research milestone payments, to determine revenue recognition [715]. - The company recognizes royalty revenue at the later of when related sales occur or when the performance obligation has been satisfied [718]. Costs and Expenses - Cost of sales surged to $96.4 million in 2025, up from $11.4 million in 2024, reflecting increased manufacturing and employment costs related to AUCATZYL [748]. - Selling, general and administrative expenses rose by 30% to $131.9 million in 2025, driven by increased salaries and operational costs [751]. - Cost of sales as a percentage of net sales for AUCATZYL was affected by the use of initial pre-launch raw materials inventory, which was previously expensed as research and development expense [719]. Foreign Exchange and Interest - Interest income fell to $19.0 million in 2025 from $32.4 million in 2024, attributed to lower cash balances and yields [753]. - Interest expense increased significantly to $36.7 million in 2025, up from $9.3 million in 2024, due to changes in valuation assumptions for collaboration agreements [754]. - Foreign exchange gains improved to $2.2 million in 2025, compared to a loss of $1.0 million in 2024, reflecting favorable currency transactions [752]. - The company recorded a foreign exchange gain of $2.2 million for the year ended December 31, 2025, compared to a loss of $1.0 million in 2024 [795]. - The company has not engaged in currency hedging activities to reduce currency exposure but may consider it in the future [797]. Liabilities and Obligations - The accumulated tax losses for carry forward in the U.K. were $953.6 million as of December 31, 2025, with no deferred tax assets recognized due to insufficient taxable profits expected [743]. - The carrying amount of the Blackstone Collaboration Agreement Liability and BioNTech Liability is based on estimates of future royalties and milestones, discounted using the initial effective interest rate [792]. - The liabilities related to future royalties and milestones are measured at amortized cost based on effective interest rates determined at the outset of the agreements [779]. - The company assesses the estimated probability, timing, and amount of future expected royalty and milestone payments, which involves significant judgment [781]. - The expected rebate and chargeback percentages for product revenue deductions are based on internal assumptions and third-party data, which may change as more product experience is developed [783].

Financial Performance - In 2025, the company generated revenue of $11.2 million, a decrease of 32.5% from $16.6 million in 2024, primarily due to the April 2024 halving event and the transition to newer mining equipment [174]. - The company mined 111.6 Bitcoin in 2025, representing a 61.0% decrease from 286.3 Bitcoin mined in 2024, attributed to the halving event and fleet refresh [171]. - The company recorded an impairment of property and equipment of $7.2 million in 2025, significantly higher than the $1.1 million recorded in 2024, primarily due to a decline in Bitcoin price [179]. - The net loss for 2025 was $21.5 million, offset by $17.0 million in noncash items [191]. Operational Efficiency - As of December 31, 2025, the company owned approximately 12,600 miners, with a total hashrate capacity of 0.73 EH/s, and approximately 5,300 miners were operational after fleet refresh [170]. - The average efficiency of miners improved to 22.0 J/th in 2025 from 27.1 J/th in 2024, with expectations to further improve to approximately 19.0 J/th in 2026 [171]. - The company entered into a definitive agreement to combine with Cathedra Bitcoin Inc. in an all-stock transaction to enhance operational efficiency and vertical integration [176]. Cash Flow and Liquidity - Cash and cash equivalents decreased to $3.7 million as of December 31, 2025, down from $5.4 million in 2024, reflecting ongoing liquidity challenges [185]. - The company anticipates that cash on hand may not be sufficient to continue operations within 12 months unless additional funding is raised [189]. - Net cash used in operating activities for 2025 was $(16,118) thousand, a significant increase from $(4,576) thousand in 2024 [191]. - Net cash provided by investing activities in 2025 was $9,992 thousand, compared to $4,028 thousand in 2024 [191]. - Net cash provided by financing activities in 2025 was $4,408 thousand, a decrease from $5,387 thousand in 2024 [193]. - The company received $3.7 million from a warrant inducement transaction in 2025 [193]. Bitcoin Holdings - The company held approximately 37.3 Bitcoin valued at approximately $3.3 million as of December 31, 2025 [172]. - Proceeds from the sale of Bitcoin in 2025 amounted to $9.0 million, while proceeds from the sale of investment in equity securities were $8.0 million [192]. Accounting and Reporting - The company has determined that there are no critical accounting estimates requiring disclosure [195]. - Recent accounting pronouncements and their effects are discussed in Note 2 of the consolidated financial statements [196]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures [197].

Business Overview - Forian provides data science-driven information and analytics solutions to the life sciences, healthcare, and financial services industries, optimizing operational, clinical, and financial performance for customers[17]. - The company completed the acquisition of 100% of Kyber Data Science LLC on October 31, 2024, expanding its addressable market to include financial services, particularly hedge funds[20]. - Forian's databases include billions of de-identified patient events dating back to 2014, representing the majority of the U.S. population, and are updated regularly to enhance offerings[35]. - The healthcare analytics market is segmented into clinical analytics, commercial analytics, and technology platform solutions, with increasing demand for integrated data solutions[28]. - The company emphasizes the importance of Real World Evidence (RWE) in driving value for healthcare stakeholders, enabling better risk stratification and treatment protocol development[29]. - Forian's information products are largely subscription-based, with a significant portion of revenues generated through multi-year contracts[36]. - The company aims to empower clients to improve patient outcomes and business operations through superior information and analytical solutions[34]. - Forian's technology platform processes and integrates complex data from various sources, allowing for comprehensive insights into patient care pathways[38]. - The company has a diverse customer base across healthcare and financial services, enhancing its ability to optimize performance and address unique industry demands[41]. - Forian's competitive strengths include deep domain expertise, a large integrated longitudinal database, and a flexible approach to privacy-focused analytics solutions[41]. Financial Performance - Revenues for the year ended December 31, 2025, were $30,256,919, an increase of $10,103,656 (50.1%) compared to $20,153,263 in 2024, driven by the acquisition of Kyber and organic growth in information product sales[138]. - Cost of revenues increased to $14,156,840 in 2025, up $6,822,677 (93.1%) from $7,334,163 in 2024, resulting in a gross profit margin decrease to 53% from 64%[139]. - Research and development expenses rose to $2,916,722, an increase of $1,471,977 (102.0%) compared to $1,444,745 in 2024, primarily due to the Kyber acquisition and higher employee-related expenses[140]. - Sales and marketing expenses increased to $6,034,225, up $1,699,936 (39.2%) from $4,334,289 in 2024, attributed to the Kyber acquisition and increased salesperson compensation[141]. - General and administrative expenses decreased to $9,410,103, down $3,126,837 (24.9%) from $12,536,940 in 2024, mainly due to lower stock compensation expenses[142]. - Net loss for 2025 was $2,874,042, a reduction of $897,028 (23.8%) compared to a net loss of $3,771,070 in 2024[137]. - Interest and investment income decreased to $1,260,533, down $1,161,728 (48.0%) from $2,422,261 in 2024, primarily due to lower interest rates and reduced marketable securities[145]. - Interest expense decreased to $142,351, down $566,582 (80.1%) from $708,933 in 2024, resulting from the redemption of convertible notes[146]. - Adjusted EBITDA for the year ended December 31, 2025, was $840,408, an increase of $351,274 (approximately 71.8%) compared to $489,134 for 2024, primarily due to higher revenues[158]. - The company reported a net loss of $2,874,042 for the year ended December 31, 2025, compared to a net loss of $3,771,070 in 2024, indicating a reduction in losses by approximately 23.7%[214]. Operational Strategy - The company plans to continue investing in commercial sales, research and development, and strategic partnerships to achieve growth objectives across multiple industry verticals[42]. - The strategy includes increasing usage and upselling within the existing customer base, focusing on cross-selling additional information solutions[45]. - The company intends to leverage its products into new markets, including adjacent industries such as media, government, and financial services[45]. - The company may seek acquisitions of complementary businesses to enhance its offerings and expand capabilities, ensuring each investment aligns with long-term goals[57]. - The company expects to fund future operations and acquisitions through a combination of cash flow from operations, available cash, and potential equity issuances[159]. Risks and Challenges - The company faces risks related to its limited operating history and may require additional capital to fund operations and expansion[54][55]. - The company relies on third-party vendors for certain services, which may limit control over user experience and service costs[64]. - There are material weaknesses in the company's internal control over financial reporting, specifically related to revenue recognition for certain contracts[72]. - The company has identified a material weakness in internal controls that could lead to misstatements in financial statements if not remediated[73]. - The company may face significant liabilities if found infringing on third-party intellectual property rights, which could adversely impact profitability[68]. - The evolving federal and state privacy laws may increase operating costs and impact the ability to service customers[78]. - The company may struggle to accurately forecast operating results and growth rates, which could lead to lower-than-anticipated actual results[76]. - Consolidation among customers may reduce the volume of services purchased, adversely affecting operating results[77]. - Errors, defects, or bugs in platforms and services could lead to customer dissatisfaction and potential terminations[70]. - The company must attract and retain qualified personnel to maintain competitive advantage, which may result in significant additional expenses[71]. - The company’s reliance on third-party software may complicate the correction of errors and defects, impacting service quality[65]. Compliance and Governance - The company has implemented practices to comply with applicable Privacy Laws, including engaging third parties for data de-identification and annual certification of privacy frameworks[81]. - Recent comprehensive state Privacy Laws impose enhanced obligations, potentially increasing compliance costs and affecting the types of products and services offered[82]. - Regulatory authorities globally are considering legislative proposals on privacy, which may require changes to data management practices and incur substantial costs[84]. - Cybersecurity threats pose risks to the security and availability of the company's systems, potentially leading to significant costs related to breaches or disruptions[85]. - The company relies on third-party data suppliers for information, and any security flaws or breaches in their systems could materially impact the company's operations and financial results[87]. - The board of directors regularly assesses cybersecurity risks and has established oversight mechanisms to manage these risks effectively[105]. - The company has implemented policies to manage risks associated with third-party service providers, evaluating and monitoring them based on the level of risk[111]. Shareholder Information - The company does not intend to pay dividends on its common stock, limiting returns to stock appreciation[91]. - Directors and management own approximately 24.9% of the common stock, allowing them significant control over shareholder matters[92]. - The company may seek additional capital through various means, which could dilute existing stockholders' ownership and impose operational restrictions[94]. - Sales of substantial amounts of common stock by existing stockholders could lead to a decline in stock price[95]. - The company qualifies as an emerging growth company, allowing it to take advantage of reduced reporting requirements, which may affect stock attractiveness to investors[99].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on January 26, 2026, raising gross proceeds of $220 million from the sale of 22 million Units at $10.00 per Unit[24]. - An additional $33 million was raised through the over-allotment option, resulting in total gross proceeds of $253 million deposited in the Trust Account[30][31]. - The company has $213,400,000 available for a business combination after paying $6,600,000 in deferred underwriting commissions[48]. - The total funds in trust available for the initial business combination amount to $213.4 million[166]. - The company incurred total offering costs of $9,216,648, which included $1,320,000 in cash underwriting fees and $6,600,000 in deferred underwriting fees[206]. - The company has access to approximately $2,420,000 from the Initial Public Offering proceeds to cover potential claims, with estimated offering expenses of $600,000[127]. Business Combination and Strategy - The company has not yet selected a business combination target and has generated no operating revenues to date[20][21]. - The company intends to focus on acquiring established businesses of scale that are poised for continued growth and may need financial or operational enhancements[45]. - The company aims to 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 structure its initial business combination to acquire less than 100% of the target business, provided it maintains a controlling interest[52]. - The company has not secured third-party financing for its initial business combination, which may affect its ability to complete a transaction[48]. - The company has not selected any business combination target and has not initiated substantive discussions with any potential targets[71]. - The company may pursue an initial business combination with a company affiliated with its Sponsor, officers, or directors, but will seek an independent valuation opinion in such cases[76]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer shares to exercise redemption rights[105]. Management and Team Experience - The Management Team, led by CEO Dr. Justin Di Rezze and CFO Peter Ondishin, is focused on identifying target businesses in traditional sectors that can benefit from automation and artificial intelligence[22][23]. - The management team has extensive global capital markets experience, enhancing the company's ability to complete successful business combinations[46]. - The Management Team has prior SPAC experience, including successful business combinations with companies like Intuitive Machines, Inc. and USA Rare Earth, Inc.[32][33]. - The company has two officers, with no full-time employees prior to the completion of the initial business combination[133]. Risks and Challenges - The company faces risks associated with identifying and assessing target businesses, which may impact post-business combination performance[36]. - The company may face significant competition from other SPACs in identifying and evaluating target companies, which could impact acquisition terms[79]. - The company may incur losses from costs associated with identifying and evaluating prospective target businesses that do not result in a completed business combination[78]. - The company faces risks associated with being a blank check company, including challenges in selecting a suitable business target and potential conflicts of interest among management[145]. - Geopolitical conditions, including the Russia-Ukraine conflict, may adversely affect the ability to identify potential targets and consummate the business combination[172]. - Military conflicts may lead to increased volatility in publicly traded securities, complicating the identification of a business combination target[175]. Shareholder Rights and Redemption - The company will provide Public Shareholders with the opportunity to redeem their Class A Ordinary Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[94]. - If the aggregate cash consideration required for redemptions exceeds the available cash, the company will not complete the initial business combination or redeem any shares[96]. - The company has agreed to waive redemption rights for its Founder Shares and any Public Shares held in connection with the initial business combination[94]. - The company requires 7,250,835 Public Shares, or 33.0% of the 22,000,000 Public Shares sold in the Initial Public Offering, to be voted in favor of the initial business combination for approval[101]. - If only one-third of the issued and outstanding Ordinary Shares vote, the company would need 2,334,445 Public Shares, or 10.6% of the 22,000,000 Public Shares, in addition to Founder Shares and Representative Shares, to approve the initial business combination[101]. - The company may conduct redemptions without a shareholder vote under certain conditions, but will seek approval if required by law or stock exchange rules[86]. Financial Performance and Projections - The company reported a net loss of $49,204 for the period from September 29, 2025, to December 31, 2025, primarily due to general and administrative costs[203]. - As of December 31, 2025, the company had no cash and a working capital deficit of $263,920[204]. - The company has not generated any revenues to date and does not expect to do so until after completing a business combination[202]. - The implied value per Class A Ordinary Share upon completion of the initial business combination is projected to be $7.23, representing a 27.7% decrease from the initial implied value[169]. Regulatory and Compliance - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations[60][61]. - The company is subject to the rules and regulations of the Exchange Act and has no current intention to suspend reporting obligations[137]. - The company will evaluate internal control procedures for the fiscal year ending December 31, 2026, as required by the Sarbanes-Oxley Act[136]. - Disclosure controls and procedures are in place to ensure timely and accurate reporting of required information[219]. Miscellaneous - The company has not engaged any professional firms for business acquisitions but may do so in the future if deemed beneficial[73]. - The company does not anticipate needing additional funds for operating expenditures but may require financing for business combination costs or shareholder redemptions[210]. - The company has no off-balance sheet arrangements as of December 31, 2025, and does not participate in transactions that create relationships with unconsolidated entities[211]. - There is no material litigation or governmental proceedings currently pending against the company or its management team[144].

Financial Performance - The company reported no revenue for the years ended December 31, 2025, and 2024[448]. - Total operating expenses for the year ended December 31, 2025, were $2,330,563, a decrease of 68.3% from $7,341,652 in 2024[448]. - The net loss for the year ended December 31, 2025, was $2,314,521, compared to a net loss of $5,761,975 in 2024, reflecting a 60.1% reduction[448]. - The company utilized $944,440 in operating activities for the year ended December 31, 2025, down from $3,443,499 in 2024[455]. - Financing activities generated $923,000 in 2025, compared to $3,406,653 in 2024, indicating a significant decrease in capital raised[457]. - The company anticipates operating at a loss for the foreseeable future and will need to raise additional funds through future financings to continue operations[461]. Exploration and Development - The company has significant land holdings in Colombia and Argentina, which offer substantial exploration potential[443]. - The Berlin Project was acquired for an initial cash payment of C$20,000 and the issuance of 1,211,687 Common Shares, with an additional cash payment of C$5 million due upon commencement of commercial production[464][465]. - The Argentina Projects were acquired for the issuance of 2,000,000 Common Shares and a valuation of $12,000,000 at an offering price of $4.00[468]. - The company holds a 100% indirect interest in the Sierra Pintada Project, which remains in the initial exploration stage with no current plans for exploration or development[469]. Financial Position - As of December 31, 2025, the company had a working capital deficit of $772,896 and an accumulated deficit of $10,507,351, compared to a working capital deficit of $57,216 and an accumulated deficit of $5,853,605 as of December 31, 2024[460]. - The company completed its IPO, resulting in net proceeds of $22.7 million, which is expected to fund capital requirements for the next 24 months[461]. - The company has no off-balance sheet arrangements that could materially affect its financial condition[472]. Accounting and Estimates - The company adopted ASU 2023-07 for segment reporting, effective for annual periods beginning after December 15, 2023, enhancing disclosures about significant segment expenses[474]. - The company is required to make significant estimates regarding the recoverability of exploration and evaluation assets, which are subject to various risks and uncertainties[483]. - Management reviews long-lived assets for impairment whenever events indicate that the carrying amount may not be recoverable, considering factors such as significant decreases in market prices and operating losses[485]. - The fair value of share-based payments is influenced by the Black-Scholes option pricing model, which incorporates subjective assumptions that can materially affect estimates[486]. - Contingent liabilities may result in losses that are only resolved by future events, and management assesses these liabilities based on the perceived merits of legal proceedings[487]. - Management's estimates regarding restoration provisions are based on the current economic environment, with actual provisions depending on future market prices for restoration obligations[488]. Administrative Expenses - General and administrative expenses increased to $1,543,486 in 2025 from $1,432,236 in 2024, primarily due to $670,488 in share-based payments[448]. - Exploration and evaluation expenditures decreased significantly to $277,744 in 2025 from $1,497,523 in 2024[448].

Financial Performance - For the fiscal year 2025, AIxCrypto Holdings reported total assets of approximately $31 million, including $19 million in cash and cash equivalents, and total liabilities of approximately $3 million, resulting in stockholders' equity of approximately $28 million[9]. - Net cash used in operating activities for 2025 was approximately $6.95 million, compared to $6.33 million in 2024, reflecting transformation-period general and administrative costs[11]. - The company has established a digital asset treasury with holdings across several major cryptocurrencies valued at approximately $10 million as of year-end 2025[10]. Capital and Investment - The company completed a $41 million private placement in September 2025, strengthening its balance sheet and supporting its transition towards digital asset platform development[6]. - The company plans to expand its Real World Asset (RWA) product offerings, including a $10 million equity tokenization initiative and a partnership with Pinnacle Real Estate Group for real estate loan tokenization[12]. User Engagement and Growth - AIxCrypto launched the AIxC Hub in January 2026, surpassing 5,835,615 registered wallets and 1,392,427 daily active participants as of March 16, 2026[13]. - Management expects revenue growth in 2026 to be driven by EAI and AI Agent-enabled blockchain and RWA activities, with a goal of reaching approximately 100,000 monthly active users across the AIxC ecosystem by year-end[17][16]. Strategic Direction - AIxCrypto's strategic direction includes focusing on the integration of AI, blockchain, and real-world industries, and advancing a clear strategic blueprint for growth[15]. - The company aims to moderate transition-related costs in 2026, supported by a more stable cost structure and disciplined capital allocation[18]. - AIxCrypto has appointed a new executive leadership team, including Co-CEO Jerry Wang and CFO Koti Meka, to drive its strategic initiatives[6].

Financial Performance - Total revenue for the year ended December 31, 2025, decreased by NIS 667 thousand (~$209 thousand), or 39.6%, to NIS 1,016 thousand (~$318 thousand) compared to NIS 1,683 thousand (~$461 thousand) for the year ended December 31, 2024[320]. - Cost of revenues decreased by NIS 356 thousand (~$112 thousand), or 33.3%, to NIS 713 thousand (~$224 thousand) for the year ended December 31, 2025, compared to NIS 1,069 thousand (~$293 thousand) for the year ended December 31, 2024[321]. - The company incurred net losses of approximately NIS 29.443 million (~$9.2 million) for the year ended December 31, 2025, compared to NIS 34.938 million (~$10.94 million) for the year ended December 31, 2024[307]. - Net loss for the year ended December 31, 2025, decreased by NIS 5,495 thousand (~$1,722 thousand), or 15.7%, to NIS 29,443 thousand (~$9,230 thousand) compared to NIS 34,938 thousand (~$9,580 thousand) for the previous year[329]. - As of December 31, 2025, the company had an accumulated deficit of NIS 199.99 million (~$62.7 million) and reported a comprehensive loss of NIS 29.443 million (~$9.2 million) for the year[333]. Operating Expenses - Research and development expenses, net decreased by NIS 499 thousand (~$156 thousand), or 2.6%, to NIS 18,898 thousand (~$5,924 thousand) for the year ended December 31, 2025, compared to NIS 19,397 thousand (~$5,319 thousand) for the year ended December 31, 2024[323]. - Selling and marketing expenses decreased by NIS 1,441 thousand (~$452 thousand), or 30%, to NIS 3,355 thousand (~$1,052 thousand) for the year ended December 31, 2025, compared to NIS 4,796 thousand (~$1,315 thousand) for the year ended December 31, 2024[324]. - General and administrative expenses decreased by NIS 1,268 thousand (~$397 thousand), or 13.1%, to NIS 8,405 thousand (~$2,635 thousand) for the year ended December 31, 2025, compared to NIS 9,673 thousand (~$2,652 thousand) for the year ended December 31, 2024[325]. Future Outlook - The company anticipates continued significant losses due to increased operating expenses and capital expenditures related to ongoing investments[307]. - The company anticipates continuing to incur net losses for the foreseeable future as it develops and commercializes its products[335]. - The company believes existing funds will not be sufficient to continue operations for 12 months from the reporting date, necessitating additional financing[336]. Financing Activities - On June 25, 2024, the company closed a transaction selling 12,555,555 ordinary shares for gross proceeds of approximately $1,130 thousand (~NIS 4,222)[337]. - On January 31, 2025, the company sold an aggregate of 195,428,970 ordinary shares for approximately $1,520,000 in a registered direct offering[339]. - As of December 31, 2025, the remaining balance of the 2025 notes related to the standby equity purchase agreement is approximately $1,408 thousand (~NIS 4,484)[340]. - The company has entered into a Standby Equity Purchase Agreement (SEPA III) with YA, allowing for the issuance of up to $50 million in ADSs from October 30, 2025, to October 30, 2028[505]. Cash Flow - Net cash used in operating activities decreased by NIS 5,199 thousand (~$1,630 thousand), or 15.11%, to NIS 29,207 thousand (~$9,156 thousand) for the year ended December 31, 2025[342]. - Net cash provided by financing activities increased by NIS 1,534 thousand (~$481 thousand), or 5%, to NIS 32,069 thousand (~$10,053 thousand) for the year ended December 31, 2025[344]. Risk Management - The company has not entered into any off-balance sheet arrangements that could materially affect its financial condition[330]. - The company does not believe inflation will materially affect its business, financial condition, or results of operations in the reporting period[506]. - The company does not currently hedge foreign currency exchange risk but may consider formal currency hedging transactions in the future[507]. - The company assesses the financial strength of institutions holding its cash and cash equivalents, which are primarily held at a major financial institution in Israel, indicating minimal credit risk[501]. - The company monitors liquidity requirements to ensure sufficient cash for operational needs and may rely on raising additional investment capital[500]. - The company has not invested in riskier securities, thus perceiving minimal risk from changes in equity prices[503]. - The company is exposed to risks from changes in the quoted price of warrants issued during its IPO, which may affect future fundraising efforts[504]. - The company regularly examines customer quality and assesses credit risk based on payment terms and financial conditions[502].

Ethereum Staking and Transition - As of December 31, 2025, Bit Digital held over 150,000 ETH, with the majority staked, generating protocol-native rewards while maintaining liquidity and institutional custody standards[32]. - The Company commenced Ethereum staking activities in Q4 2022, with approximately 138,263 ETH actively staked through Figment as of December 31, 2025, earning cumulative staking rewards of approximately 2,442.9 ETH[43]. - Bit Digital has initiated a strategic transition to become a pure play ETH staking and treasury company, converting its bitcoin holdings into ETH over time and winding down proprietary self-mining exposure[29]. - Bit Digital's strategic priority is to build a leading ETH treasury and network participation while integrating AI intelligence infrastructure exposure[27]. - The transition to proof-of-stake has materially reduced Ethereum's energy consumption and introduced a validator-based system for securing the network and earning staking rewards[45]. - The Company views continued growth in on-chain activity as contributing to Ethereum's network effects and long-term demand for ETH as a utility asset[46]. - The company aims to grow total ETH holdings over time while managing its treasury to balance security, liquidity, and risk-adjusted returns[51]. - The company has commenced a strategic alternatives process for its bitcoin mining operations during 2025, intending to convert BTC holdings into ETH over time[54]. Financial Performance and Assets - As of December 31, 2025, the company's combined digital asset holdings totaled approximately $415 million, primarily consisting of ETH and a smaller BTC position, with cash totaling $118 million[53]. - The company's results are influenced by digital asset price volatility and transaction activity, which fluctuate with macroeconomic and regulatory developments[60]. - The company earned an aggregate of 7,550.8 bitcoins from its mining operations since inception in February 2020 to December 31, 2025[81]. - For the year ended December 31, 2025, the company reported a balance of 4.0 bitcoins valued at approximately $350,026, after various exchanges and sales[82]. Data Center Operations and Infrastructure - The Company completed the acquisition of Enovum Data Centers Corp on October 11, 2024, enhancing its HPC data center capabilities[22]. - The company has entered into multiple agreements for hosting capacity, including a total of approximately 46 MW with Coinmint and 17.6 MW with Soluna, with performance fees ranging from 20% to 35% of net profit[65][73]. - WhiteFiber aims to achieve an estimated 76 MW (gross) of total data center capacity by the end of Q4 2026, supported by facilities including MTL-2, MTL-3, and NC-1[106]. - The pipeline of potential data center projects represents approximately 1,500 MW (gross) under management review as of December 31, 2025[106]. - WhiteFiber's MTL-3 facility, spanning approximately 202,000 square feet, is being developed as a 7 MW (gross) Tier-3 data center, with a monthly billing of CAD 1.4 million (approximately USD 979,000) for a five-year contract with Cerebras[110]. - WhiteFiber's operational data centers meet Tier-3 standards, ensuring 99.982% uptime and no more than 1.6 hours of downtime annually[105]. - WhiteFiber's data center in Iceland utilizes 100% renewable energy from Blanda Hydro Power Station[118]. Sustainability and Energy Efficiency - The company is focused on sustainability and has signed the Crypto Climate Accord to decarbonize the crypto and blockchain sectors[59]. - The company aims to achieve 100% clean energy usage in its operations, collaborating with Apex Group Ltd for an independent ESG rating[84]. - Sustainability initiatives include access to partially carbon-free energy sources and a commitment to improve the percentage of green electricity used in operations[102]. - The company aims to prioritize sustainability and energy efficiency in its operations, leveraging clean hydroelectric power in its facilities[160]. Regulatory and Legal Considerations - Known events that may affect future results include changes in ETH prices, regulatory developments, and cybersecurity investments[38]. - The company continues to monitor regulatory developments, including potential changes in the classification of digital assets and increased government oversight[89][96]. - The regulatory landscape is evolving rapidly, with potential increased scrutiny that could materially affect WhiteFiber's business and financial condition[186]. - The company actively focuses on ensuring that over 60% of its total assets are not classified as securities under the Investment Company Act of 1940 to avoid being deemed an investment company[91]. Customer Concentration and Revenue Risks - WhiteFiber's revenue is significantly dependent on a small number of customers, posing inherent risks to its operating results[177]. - The Initial Customer accounted for about 70.7% of revenue in 2025, down from 96.6% in 2024, indicating a significant shift in customer revenue concentration[182]. - DNA Fund contributed approximately 11.5% of WhiteFiber's revenue during the 12 months ended December 31, 2025, with no revenue generated from this customer in 2024[181]. Strategic Partnerships and Growth Initiatives - WhiteFiber has established formal relationships with leading technology providers, including NVIDIA and Dell, to access advanced computing hardware[166]. - The company has entered into a strategic partnership with Shadeform, Inc. to provide on-demand NVIDIA B200 GPUs starting in May 2025[137]. - WhiteFiber's business model integrates data center infrastructure and cloud services to capture additional margin, avoiding expenses from third-party providers[104]. - The company has a binding term sheet with Boosteroid for 489 GPUs, projected to generate approximately $7.9 million in contracted value through November 2029[147]. - WhiteFiber's partnership with Boosteroid includes a right of first refusal for the next 5,000 servers, with a potential contract value of approximately $700 million over five years[147]. Human Resources and Employment - WhiteFiber employed 104 full-time employees as of December 31, 2025, with a focus on attracting skilled personnel through competitive compensation and benefits[193]. - The company is committed to maintaining a remote-first work environment to access a larger talent pool and enhance employee retention[194]. Future Acquisitions and Financial Implications - The company’s growth strategy includes acquiring digital asset-related businesses globally, although there are no assurances of successful acquisitions or favorable terms[209]. - Future acquisitions may lead to share issuance, debt incurrence, and potential write-offs of intangible assets, negatively impacting cash flows and financial condition[210]. - Financing for acquisitions may involve issuing Ordinary Shares or Preference Shares, which could dilute existing shareholders' ownership[211]. - Strategic investments and acquisitions may require significant management attention and could disrupt ongoing business operations[212]. - Risks associated with strategic investments include the possibility of not achieving market acceptance or profitability[214]. - Future acquisitions could result in contingent liabilities that may adversely affect financial results[215]. - The ability to acquire companies may be hindered if the price of Ordinary Shares is low or volatile[216].

IPO and Financing - The company completed its Initial Public Offering (IPO) on January 8, 2026, raising gross proceeds of $253 million from the sale of 25,300,000 Units at a price of $10.00 per Unit[21]. - A private sale of 5,000,000 Private Placement Warrants was completed simultaneously, generating an additional $5 million[22]. - The Initial Public Offering generated gross proceeds of $253,000,000 from the sale of 25,300,000 Units at $10.00 per unit[149]. - Total transaction costs associated with the Initial Public Offering amounted to $12,511,804, including $1,897,500 in cash underwriting fees[163]. - The underwriters of the Initial Public Offering received a cash underwriting discount of $2,530,000, which is 1.0% of the gross proceeds[174]. - The company has approximately $1,870,000 in proceeds held outside the Trust Account as of the consummation of the Initial Public Offering, excluding $632,500 paid to underwriters for expenses[98]. - The company has $253,000,000 available for a Business Combination as of January 31, 2026, excluding amounts held outside of the Trust Account for working capital[50]. - A total of $253,000,000 was placed in a U.S.-based trust account, which may only be invested in U.S. government securities with a maturity of 185 days or less[151]. Business Combination Strategy - The company has not yet selected a Business Combination target and has generated no operating revenues to date, with expectations to do so only after the initial Business Combination[18]. - The Management Team has experience in identifying and closing four SPAC Business Combinations, enhancing the company's ability to complete a successful Business Combination[20]. - The company aims to complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[41]. - The company may structure its initial Business Combination to acquire less than 100% of the target business, provided it acquires at least 50% of the voting securities[42]. - The company intends to focus on target businesses in the healthcare industry but may pursue opportunities in any sector or geographical location[36]. - The company may face conflicts of interest as its officers and directors may have obligations to other entities, potentially affecting the ability to complete a Business Combination[45]. - The company may pursue initial Business Combinations with affiliated companies, provided an independent valuation opinion is obtained[43]. - The company may seek additional financing through private offerings of debt or equity securities to complete its initial Business Combination if the cash portion of the purchase price exceeds the available amount from the Trust Account[53]. - The company may continue to seek a Business Combination with a different target if the initial proposed Business Combination is not completed[94]. - The company may face challenges in finding suitable target businesses for its initial Business Combination due to the requirement for audited financial statements[109]. Shareholder Rights and Redemption - Public Shareholders can redeem their shares regardless of their voting stance on the Business Combination, either through a general meeting or a tender offer[79]. - The per-share redemption price for Public Shareholders will be based on the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[75]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[88]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer shares to exercise redemption rights[86]. - A nominal fee of approximately $100 may be charged by the transfer agent for processing share redemptions[91]. - If the initial Business Combination is not completed within the Combination Period, the company will redeem Public Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[95]. - The company must return any certificates delivered by Public Shareholders who elected to redeem their shares if the initial Business Combination is not approved[93]. - Shareholder approval may be sought for the initial Business Combination if required by law or stock exchange rules, but the company may also conduct redemptions without a shareholder vote[65][66]. Management and Governance - The Board of Directors consists of five members, with terms divided into three classes serving three-year terms[205]. - The Chief Executive Officer, Arghavan Di Rezze, has extensive experience in healthcare and financial management[195]. - The Chief Financial Officer, Jamie Weber, has a background in digital asset management and healthcare technology[196]. - The company has established a Compensation Committee, also composed of independent members[210]. - The Compensation Committee is responsible for reviewing and approving the CEO's compensation based on performance evaluations[215]. - The company has adopted a charter for the Compensation Committee, which includes the ability to retain compensation consultants and assess their independence[212]. - The company has not established specific minimum qualifications for directors but considers various factors such as integrity and professional reputation[216]. - A Code of Business Conduct and Ethics has been adopted, applicable to directors, officers, and employees, with amendments disclosed on the company website[217]. Financial Performance and Risks - The company reported a net loss of $83,209 for the period from September 2, 2025, to December 31, 2025, primarily due to general and administrative expenses[159]. - As of December 31, 2025, the company had a working capital deficit of $491,255 and no cash available[161]. - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2025[170]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of the initial Business Combination[144]. - The company may experience increased costs and risks if it attempts to complete multiple Business Combinations simultaneously[119]. - There is a risk that the actual per-share redemption amount may be less than $10.00 due to claims by creditors against the Trust Account[102]. - The company is subject to competition from other entities, including SPACs and private equity groups, which may limit its ability to acquire larger target businesses[106]. - The company may not be able to obtain additional financing to complete its initial Business Combination, which could impact its operations and profitability[119]. Regulatory and Compliance - The company is classified as an "emerging growth company" and will remain so 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[115]. - The company is subject to the Sarbanes-Oxley Act and will need to evaluate its internal control procedures for the fiscal year ending December 31, 2026[110]. - The company may not be able to complete its initial Business Combination if a proposed transaction is subject to regulatory review, including by the Committee on Foreign Investment in the United States (CFIUS)[119]. - The company anticipates that its management team's relationships will yield proprietary deal flow opportunities for potential target businesses[59]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering, but remains vulnerable to such risks[137]. - The company may face challenges in identifying potential targets due to geopolitical conditions, including the ongoing Russia-Ukraine conflict[131]. - The company’s securities may be deemed "penny stock," which could result in reduced trading activity and liquidity[128].

Corporate Governance and Shareholder Structure - The company reported a total voting power of approximately 96.81% held by the controlling shareholder, Mr. Cheng Wing Wah, Wayne [15]. - Directors, officers, and principal shareholders hold approximately 69.97% of the shares, giving them about 96.81% of the total voting power, which may not align with the interests of other shareholders [139]. - The company has a dual class voting structure, with Class B Ordinary Shares entitled to 20 votes per share, concentrating voting control in the hands of a few [142]. - The controlling shareholder holds approximately 94.1% of the voting power, allowing them to control management decisions, including board elections [143]. - The dual class structure may prevent inclusion in major indices like the S&P 500, potentially leading to a less active trading market for Class A Ordinary Shares [145]. - The company is classified as a "controlled company," which may allow it to follow exemptions from certain corporate governance requirements [146]. - The rights of shareholders and fiduciary duties of directors under Cayman Islands law are less clearly established than in some U.S. jurisdictions, such as Delaware [157]. - Shareholders of Cayman Islands exempted companies do not have general rights to obtain copies of corporate records, making it more difficult to establish facts for shareholder motions [158]. Financial Reporting and Compliance - The fiscal year for the company ends on December 31 [19]. - The company’s reporting currency is HKD, with a conversion rate of US$1 = HK$7.7833 as of December 31, 2025 [18]. - The company is subject to the HFCA Act, which may impact trading of its Class A Ordinary Shares if audit work is not inspected by the PCAOB for three consecutive years [36]. - The PCAOB has determined it can secure complete access to inspect registered public accounting firms in mainland China and Hong Kong as of December 15, 2022 [43]. - The company’s auditor is FundCertify CPA Professional Corporation, which is not listed in the PCAOB's report regarding firms unable to be inspected [42]. - The company has made rounding adjustments to some figures in its annual report, which may affect total calculations [16]. - The SEC has mandated that if an issuer's auditor is not subject to PCAOB inspections for two consecutive years, trading of its securities on U.S. stock exchanges may be prohibited, reducing the time before potential delisting of Class A Ordinary Shares [44]. - Compliance with U.S. regulations increases legal and financial costs, particularly after ceasing to qualify as an emerging growth company [167]. - If the company loses its foreign private issuer status, it would face significantly higher legal and compliance costs due to more extensive reporting requirements [162]. - The company qualifies as a foreign private issuer, allowing it to report under less detailed and less frequent obligations than U.S. domestic companies [161]. - The company is currently classified as an emerging growth company, allowing it to take advantage of reduced reporting requirements under the JOBS Act [168]. - The company may not need to comply with new or revised financial accounting standards until they apply to private companies, potentially affecting comparability with other public companies [169]. Regulatory and Legal Risks - The company is subject to the International Tax Cooperation (Economic Substance) Act, but is not required to satisfy the economic substance test as long as it is a tax resident outside the Cayman Islands [160]. - The company is subject to data transfer risks that may result in discrepancies in printing products, potentially leading to additional costs and loss of revenue [108]. - The company may face regulatory risks regarding printing permits due to its wholly foreign-owned status, which could disrupt operations [109]. - The risk of being denied printing permits is considered relatively remote, as the practice of operating as a wholly foreign-owned enterprise has not been abolished [112]. - The PRC legal system's uncertainties may affect the company's ability to enforce contracts and obtain necessary licenses [80]. - Legal actions against the company or its directors may be difficult to enforce in jurisdictions like China or Hong Kong due to jurisdictional challenges [153]. Business Operations and Market Conditions - The company operates through its subsidiaries in Hong Kong and the PRC, specifically Samfine HK, Samfine SZ, and Samfine SZ Technology [18]. - The company’s operations are influenced by government policies and regulations in the PRC and Hong Kong [25]. - The company has outlined risks related to doing business in the PRC and Hong Kong, which could materially affect its financial condition and results [30]. - Regulatory developments in the PRC may lead to additional compliance costs and scrutiny for companies with operations in Hong Kong and the PRC, potentially affecting business operations and financial condition [48]. - Economic conditions in Hong Kong and the PRC are sensitive to global economic conditions, and a prolonged slowdown may negatively impact the company's business and financial condition [60]. - Changes in political and economic policies of the PRC government may adversely affect the company's growth and expansion strategies, impacting its financial condition and results of operations [61]. - The PRC government continues to exercise significant control over economic growth and resource allocation, which may adversely affect the company's operations and financial results [62]. - International trade disputes and barriers to trade could harm growth in Hong Kong and the PRC, materially affecting the company's business and its operating subsidiaries [69]. - Political uncertainty and trade disputes may adversely affect customer confidence and business opportunities for the company [70]. - The company's operating subsidiaries are exposed to exchange rate risks, particularly between HKD and RMB, which could materially impact financial results [71]. - Significant revaluation of the RMB could adversely affect the company's investment returns and financial results reported in U.S. dollar terms [72]. - The PRC's economic and political conditions significantly influence the company's operations and financial performance [74]. - Recent measures by the PRC government to control economic growth may negatively impact the company's business and operating results [75]. - The company relies on dividends from its subsidiaries for cash flow, and any limitations on these payments could adversely affect its operations [87]. - The company's operating subsidiaries do not enter into long-term contracts, leading to fluctuating sales based on customer demand [95]. - A decline in the financial condition of customers may hinder the ability to collect payments and decrease future demand for services [106]. - The business is substantially dependent on the relationship with suppliers, and failure to maintain these relationships could adversely affect operations [98]. - In 2024, one vendor accounted for approximately 18.7% of total purchases, highlighting dependency on major suppliers [98]. - For the year ended December 31, 2025, three major customers accounted for approximately 27.2%, 22.1%, and 22.1% of total revenue, indicating a significant customer concentration risk [97]. Technological and Operational Challenges - The company faces challenges from technological advancements and increased digitalization, which may impact demand for printed products [101]. - The company has continuously upgraded production facilities to enhance competitiveness, but failure to adapt to technological developments may reduce competitiveness [102]. - The business experiences seasonality, with lower revenue in Q1 due to the Chinese New Year and increased demand in Q4 [105]. - The production process involves multiple steps, including order intake, quality checks, and final product delivery [209]. - The company prepares quotations based on estimated material and labor costs, ordering quantity, and expected profit margins [192]. Intellectual Property and Acquisitions - The company has obtained 18 patents in the PRC, but the evolving legal landscape poses risks to intellectual property protection and enforcement [121]. - The operating subsidiaries may pursue acquisitions and joint ventures as part of their growth strategy, which could expose them to new risks and integration challenges [128]. Financial Performance and Market Position - Revenue for the years ended December 31, 2025 and 2024 was primarily generated from printing products for book traders in Hong Kong, with a focus on U.S. and European markets [134]. - The market price of the Class A Ordinary Shares may experience rapid and substantial volatility, making it difficult for prospective investors to assess their value [138]. - The company does not intend to pay dividends for the foreseeable future, relying on price appreciation for returns on investment [151]. - Securities analysts may not publish favorable reports, which could negatively impact the Class A Ordinary Share price or trading volume [152]. IPO and Share Capital Changes - The company closed its IPO on October 16, 2024, raising total gross proceeds of $8,000,000 from the sale of 2,000,000 Ordinary Shares at $4.00 per share [176]. - Following the IPO, the underwriters exercised an over-allotment option, resulting in additional gross proceeds of $1,200,000 from 300,000 Ordinary Shares [176]. - The company incurred approximately HK$18.6 million (US$2.4 million) in total offering expenses during the IPO process [176]. - As of September 5, 2023, the company increased its authorized share capital to 800,000,000 Ordinary Shares through a 1-to-1.6 share split [175]. - The company received a notice from Nasdaq on March 25, 2025, indicating non-compliance with the minimum bid price requirement of $1.00 per share [178]. - Nasdaq granted the company a 180-day extension until March 23, 2026, to regain compliance with the minimum bid price requirement [179]. - The company approved a share consolidation on December 30, 2025, consolidating every five shares into one share, changing the par value from US$0.0000625 to US$0.0003125 [180]. - The share consolidation became effective on February 27, 2026, reducing the number of issued shares from 20,300,000 to 4,060,000 [181]. - The company regained compliance with Nasdaq's minimum bid price requirement on March 13, 2025, with the closing bid price at or above $1.00 per share for 10 consecutive business days [183].