IPO and Fundraising - The company completed its Initial Public Offering (IPO) on July 15, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at a price of $10.00 per Unit[22]. - An additional $6,000,000 was generated from the private sale of 6,000,000 Private Placement Warrants at a purchase price of $1.00 per warrant[23]. - The total amount of $230,000,000 from the IPO and Private Placement has been placed in a Trust Account[24]. - The Trust Account initially held $230,000,000 from the net proceeds of the IPO and Private Placement, which may be invested in U.S. government securities or held in cash[155]. - The company has $245,449,353 available for a Business Combination as of December 31, 2025, before redemptions and taxes[55]. - The company incurred transaction costs of $15,574,281 related to the Initial Public Offering, which included a cash underwriting fee of $4,000,000 and a deferred fee of $10,950,000[169]. Business Combination and Strategy - The company must complete its initial Business Combination by July 15, 2026, or face termination and distribution of Trust Account amounts[25]. - The Minovia Business Combination was mutually terminated on January 30, 2026, resulting in the release of all parties from liabilities related to the transaction[27]. - The management team is actively seeking alternative ways to consummate an initial Business Combination following the termination of the Minovia deal[29]. - The company is focused on identifying unique opportunities within the healthcare and life sciences sectors for its initial Business Combination[34]. - The company intends to complete its initial Business Combination with a target business that may be financially unstable or in early stages of development, which carries inherent risks[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[47]. - The company intends to seek companies that align with its acquisition criteria, although it may consider targets that do not meet all specified criteria[38]. - The acquisition process includes a thorough due diligence review, which encompasses meetings with management, document reviews, and inspections of facilities[39]. Shareholder Rights and Redemption - Shareholders will have the opportunity to redeem their Public Shares at a per share price based on the amount in the Trust Account, expected to be approximately $10.67 per Public Share[45]. - A minimum of 8,625,001 Public Shares, or 37.5% of the 23,000,000 Public Shares sold in the Initial Public Offering, must be voted in favor of the initial Business Combination for it to be approved[76]. - Public Shareholders seeking redemption must deliver share certificates or use the DWAC System two business days prior to the scheduled vote on the initial Business Combination[80]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem will not receive their pro rata share of the Trust Account[88]. - The company will provide Public Shareholders with the opportunity to redeem their shares either through a general meeting or a tender offer, depending on the circumstances[73]. - The redemption price upon dissolution is expected to be approximately $10.67 per share as of December 31, 2025, but may be subject to creditor claims[94]. - The Trust Account may be reduced below $10.00 per Public Share due to claims, affecting the redemption amount for Public Shareholders[96]. - If cash consideration for redemptions exceeds available cash, the initial Business Combination will not be completed, and all submitted Public Shares will be returned[81]. Financial Performance and Risks - As of December 31, 2025, the company reported a net income of $8,309,154, primarily from interest earned on cash and marketable securities held in the Trust Account[167]. - The company incurred general and administrative costs of $1,611,081 for the year ended December 31, 2025[167]. - The company is subject to increased expenses due to being a public company, including legal and financial reporting costs[166]. - Management has determined that the company currently lacks the liquidity needed to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern[178]. - The company may incur losses and reduce available funds if the initial Business Combination is not completed after costs associated with target evaluation[40]. - The company may face challenges in completing its initial Business Combination due to limited resources and significant competition for opportunities[116]. - The ongoing geopolitical conflicts, including the Russia-Ukraine war and tensions in the Middle East, could adversely affect the ability to find a target business for the initial Business Combination[126]. - The potential for significant volatility in commodity prices and market disruptions due to geopolitical tensions may impact the financial condition of potential target companies[127]. Corporate Governance and Compliance - The company is required to file annual, quarterly, and current reports with the SEC, ensuring transparency in financial reporting[103]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[108]. - The company has established an Audit Committee consisting of three independent members, ensuring compliance with Nasdaq and SEC rules[216]. - The Audit Committee is tasked with pre-approving all audit and non-audit services provided by independent registered public accounting firms[218]. - The Compensation Committee oversees cybersecurity and information security policies, managing potential cybersecurity incidents[220]. - The company has two standing committees: the Audit Committee and the Compensation Committee, both composed of independent members[215]. - The company may amend certain agreements related to the Initial Public Offering without shareholder approval, which could impact shareholder rights[115]. - The company is subject to compliance obligations under the Sarbanes-Oxley Act, which may increase costs and complexity in completing the initial Business Combination[117]. Management and Board of Directors - The Chief Financial Officer has been with the company since inception and has extensive experience in managing finance and business operations[204]. - The board of directors consists of five members, with terms divided into three classes, each serving a three-year term[211]. - The company’s Board of Directors has the authority to appoint officers at its discretion, without specific terms of office[214]. - The Chairman of the Board has over 25 years of experience in global financial services and technology[202]. - The Chief Executive Officer has been with the company since inception and has a strong background in life sciences transactions[203]. - The board includes members with extensive experience in investment banking and financing pharmaceutical companies[206]. - The Compensation Committee, chaired by Mr. Ferguson, includes independent members and reviews annual and quarterly financial statements with management[219]. Legal and Regulatory Matters - There is currently no material litigation pending against the Company or its officers and directors[137]. - The company has no material legal proceedings involving any director or executive officer in the last ten years[210]. - The company may face regulatory review and approval requirements for its initial Business Combination, which could delay or prevent completion[120]. - The company may be subject to changing laws and regulations that increase costs and risks of non-compliance[120]. - The Company may be deemed a passive foreign investment company, leading to adverse U.S. federal income tax consequences for U.S. shareholders[129].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) (Exact name of registrant as specified in its charter) | Cayman Islands | 98-1781481 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 180 Grand Avenue, Suite 1530, | | | Oakland, California | 94612 | | (Address of principal executive offices) | (Zip Code) | Registrant's telephone number, including area code: (510) 692-9600 Securities re ...

Financial Performance - In 2025, the company generated significant cash flow from property sales, including $60.8 million from Kingwood Place, $57.5 million from Lantana Place – Retail, and $13.3 million from West Killeen Market[18]. - As of December 31, 2025, consolidated cash and cash equivalents totaled $74.3 million, with an additional $17.1 million available under the revolving credit facility[23]. - Revenue from the Real Estate Operations segment represented 35% of total revenue for 2025, a decrease from 64% in 2024, primarily due to lower property sales[32]. - Revenue from the Leasing Operations segment accounted for 65% of total revenue in 2025, up from 36% in 2024, despite remaining relatively flat year-over-year[45]. - The company recorded a pre-tax gain of approximately $27.5 million from the sale of Lantana Place – Retail and a pre-tax gain of approximately $5.0 million from West Killeen Market[26]. - The sale of Lantana Place – Retail for $57.5 million generated pre-tax net cash proceeds of approximately $26.9 million and a pre-tax gain of approximately $27.5 million[69]. - The Kingwood Place project was sold for $60.8 million, generating pre-tax net cash proceeds of approximately $27.1 million and a pre-tax gain of approximately $13.4 million[77]. - The company plans to sell the New Caney land for approximately $12.7 million, subject to closing conditions[80]. Development Projects - The company has approximately 1,500 acres of land under development or held for future use, including 495 acres in Holden Hills Phase 1 and 570 acres in Holden Hills Phase 2[17][38]. - The company plans to develop up to an additional 1,400 multi-family units and 800,000 square feet of commercial space in Holden Hills Phase 2, contingent on various factors including regulatory changes[43]. - The company has developed 495 acres in Holden Hills Phase 1 and has completed infrastructure construction in 2025[38]. - The Holden Hills Phase 2 project is planned as a mixed-use development on approximately 570 acres, with potential for increased design flexibility and density[62]. - The company is negotiating a sales contract for the retail component of Jones Crossing, which has a development potential of 104,750 square feet of commercial space[43]. - The company has secured the right to develop a multi-family project on approximately 35 acres in Lakeway, Texas, with construction of required infrastructure expected to be completed by the end of 2026[74]. - The company is pursuing rezoning of approximately 216 undeveloped acres from commercial to multi-family use, which is planned for 660,985 square feet of commercial space[43]. - The company has completed initial road and utility infrastructure for Holden Hills Phase 1, enabling further development and potential sales of home sites starting in late March 2026[58]. Occupancy and Leasing - The Saint June multi-family property achieved an occupancy rate of 92.9% as of December 31, 2025, following its initial lease-up completion in 2024[55]. - The Saint George, a 316-unit luxury multi-family property, was completed in Q2 2025, with 73% of units leased as of March 20, 2026[72]. - The average rental rate for Jones Crossing retail property increased to $18.52 per square foot as of December 31, 2025, compared to $18.13 per square foot in 2024[47]. Strategic Initiatives - A new $5.0 million share repurchase program was authorized in November 2023, following the completion of a $10.0 million program in October 2023[22]. - The company plans to preserve and enhance asset value while pursuing asset sales and managing debt obligations pending stockholder approval of a liquidation plan[21]. - The company is pursuing additional capital through project-level debt and third-party equity capital arrangements for future developments[81]. - The company is focused on preserving and enhancing asset value while exploring strategic alternatives pending stockholder approval of a liquidation plan[21]. Regulatory and Environmental Considerations - The ETJ Law became effective on September 1, 2023, allowing the company to remove relevant land from the ETJ of the City of Austin, which may streamline the development permitting process and potentially increase development density[65]. - The company is facing potential delays and increased costs due to regulatory challenges related to the ETJ Law in Austin[66]. - The company is a member of the U.S. Green Building Council (USGBC) and focuses on sustainable development practices[93]. - The company has completed projects like Block 21, which is the first mixed-use high-rise tower in Austin to receive the USGBC LEED Silver certification[93]. - The Holden Hills Phase 1 project emphasizes health, wellness, sustainability, and energy conservation[93]. - The Saint June project is designed to enhance sustainability by celebrating the natural landscape and providing a guidebook for residents[93]. - The company has partnered with leaders in sustainable development for nearly 20 years[93]. - An Environmental Policy and Vendor Code of Conduct have been adopted, approved by the Board's Nominating and Corporate Governance Committee[93]. - The company believes customers recognize its environmental stewardship and will continue to support sustainable development[93].

Revenue Generation - Gix Media's Search Platform generated approximately 98% of total revenues for the fiscal year ended December 31, 2025, compared to 64% for the previous year[43]. - The company reported revenues of approximately $1.2 million from its major customer, accounting for 81% of total revenues for the year ended December 31, 2025[63]. - Gix Media's indirect model contributed approximately 2% of total revenues for the fiscal year ended December 31, 2025, down from 37% in 2024[46]. - The Cortex Sale resulted in the discontinuation of the digital content platform, with revenues from Cortex entirely derived from the direct model prior to the sale[44]. - Revenues for the year ended December 31, 2025, were $1,569 million, a decrease from $4,969 million in 2024[453]. Research and Development - Gix Media plans to expand its product range in 2026, focusing on new products for the Search to Search model and Indirect Model[49]. - The company aims to enhance its quantum computing initiatives by increasing investment in research and development and pursuing strategic collaborations[49]. - The company invested $0.1 million and $0.8 million in R&D expenses for the Search Platform in the years ended December 31, 2025, and December 31, 2024, respectively[75]. - The company plans to invest approximately $4.3 million in R&D expenses in the Quantum business unit over the next twelve months to enhance technologies and existing services on the Search Platform[76]. Market Trends and Competition - The digital advertising market experiences a seasonal trend with higher activity in Q4 compared to the average, while Q1 shows lower activity[70]. - Major advertising budgets typically increase towards the end of each quarter, especially in Q4, due to various events and dates that drive up advertisement spending[71]. - The company faces intense competition from larger players like Google, Meta, and Microsoft, which have significantly higher budgets and resources[66]. - The company competes with numerous ad search companies and must manage competition through advanced technological tools and high-quality human capital[68]. Compliance and Legal Risks - The company relies on patent and intellectual property protection, but the effectiveness of these protections is uncertain[72]. - Compliance with evolving data protection laws, such as the GDPR and various U.S. state laws, poses potential liabilities and operational challenges for the company[78][86]. - The company may face significant fines under GDPR for non-compliance, with penalties reaching up to EUR 20 million or 4% of annual global revenue[86]. - The company is subject to various foreign data protection laws that may impose stricter requirements than those in the U.S., impacting its operations and data handling practices[81]. Quantum Computing Market - Quantum computing market valued at $1.3 billion in 2024, expected to grow to $5.3 billion by 2029, with a CAGR of 32.7%[109]. - Quantum technologies could generate up to $97 billion in revenue worldwide by 2035, with quantum computing alone potentially worth $28 billion to $72 billion[110]. - Quantum computing attracted $1.2 billion from venture capitalists in 2023, despite a 50% drop in overall tech investments[111]. - The U.S. government aims to migrate federal systems to post-quantum cryptography by 2035, driving demand for quantum-resistant security solutions[116]. Financial Performance - Total assets decreased from $21,966 thousand in 2024 to $10,757 thousand in 2025, representing a decline of approximately 51.0%[445]. - Current liabilities decreased from $12,929 thousand in 2024 to $4,063 thousand in 2025, a reduction of about 68.5%[448]. - The company reported an accumulated deficit of $46,047 thousand as of December 31, 2025, compared to $22,714 thousand in 2024, indicating a significant increase in losses[448]. - Operating loss increased to $2,184 million in 2025 from $837 million in 2024[453]. - Net loss attributable to shareholders of Viewbix Inc. was $19,285 million in 2025, compared to $12,053 million in 2024[453]. - Cash flows from operating activities of continuing operations resulted in a net cash outflow of $2,769 million in 2025, compared to a net inflow of $1,400 million in 2024[465]. Acquisitions and Corporate Actions - The acquisition of Metagramm Software Ltd. was completed for a total consideration of $6.17 million, with $1,010 thousand recorded as contingent consideration[439]. - The Company acquired 100% of Metagramm's share capital for $5,159,000, paying in the form of 1,323,000 shares, representing 19.99% of the Company's issued and outstanding share capital[487]. - On June 4, 2025, the Company's shares were approved for listing on The Nasdaq Capital Market, with trading commencing under the symbol "VBIX" on June 5, 2025, resulting in gross proceeds of $2,852,000 from private placements and facility agreements[503][504]. Operational Challenges - The decline in revenues and user traffic has raised substantial doubts about the Company's ability to continue as a going concern for at least 12 months following the issuance of the financial statements[510]. - Management has implemented cost-cutting measures, including reductions in salaries, professional services, and operational expenses, to address financial difficulties[511]. - The Company is exploring new partnerships and income sources as part of its strategy to improve financial stability[511]. - The financial statements do not include adjustments that may be necessary if the Company is unable to continue as a going concern[517].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ 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 Commission File Number 001-41232 NSTS BANCORP, INC. (Exact name of the registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) (I ...

Company Overview - The company is a newly organized blank check company incorporated on June 12, 2025, with no operating revenues generated to date and no specific business combination target selected yet [21]. - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations [83][84]. - The company has no operating history or revenues until the completion of its initial business combination, which poses a risk to investors [164]. Management and Strategy - The focus will be on industries that complement the management team's background, particularly in Digital Infrastructure Services, driven by the expansion of data centers and related ecosystems [22]. - The management team has significant experience in identifying and operating leading Digital Infrastructure Services companies, aiming to create value through organic and inorganic growth strategies [23]. - The company will leverage its management team's extensive relationships and expertise to identify and evaluate potential acquisition targets in the Digital Infrastructure Services sector [34]. - The management team possesses decades of experience in public and private investment, enhancing the company's ability to understand potential targets and their market trajectories [35]. - The company aims to structure transactions that deliver significant shareholder value through a growth plan developed during the diligence process [37]. Acquisition Strategy - The company aims to acquire businesses with an enterprise value between $250 million and $1 billion, focusing on those with strong market positions and competitive advantages [49]. - The acquisition strategy emphasizes targeting businesses with proven offerings and scalable business models that can benefit from the management team's expertise [49]. - The focus will also include companies with demonstrable barriers to entry and those that would benefit from being publicly traded in the U.S., enhancing access to capital and market awareness [25]. - The company will conduct thorough due diligence, including financial, operational, and legal reviews, before finalizing any acquisition [48]. - The company anticipates structuring the initial business combination to ensure that public shareholders own or acquire 100% of the equity interests or assets of the target business [55]. Financial Considerations - The company has $223,225,000 available for a business combination after expenses, which can be used for liquidity events, growth capital, or debt reduction [85]. - The company intends to complete its initial business combination using cash from its initial public offering, private placement units, equity, or debt [86]. - The company may incur up to $300,000 in repayment of loans for offering-related and organizational expenses [67]. - The total funds in the trust available for the initial business combination amount to $231,150,000, leading to an implied value of approximately $7.83 per share, representing a 22% decrease from the initial implied value of $10.05 [178][179]. Risks and Challenges - There is a risk that the company may face competition for attractive acquisition targets, which could increase costs or hinder the ability to complete a business combination [57]. - The lack of business diversification may pose risks, as success may depend entirely on the performance of a single business post-combination [97]. - The company may face operational challenges if it pursues complex business combinations requiring significant improvements [201]. - The anticipated demand for data center capacity is expected to triple by 2030, with approximately 70% of this demand driven by AI workloads, requiring an estimated $5 trillion in investments by the end of the decade [38]. - The company expects to encounter significant competition for business combination opportunities, which may increase costs and complicate the acquisition process [193]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price of approximately $10.05 upon completion of the initial business combination [113]. - The redemption rights will not apply to warrants or private placement units and their underlying securities upon completion of the initial business combination [123]. - If public shareholders tender more shares than the company is permitted to redeem, the tender offer will be withdrawn and the initial business combination will not be completed [121]. - A public shareholder, along with affiliates, will be restricted from seeking redemption rights for more than 20% of the public shares sold in the initial public offering without prior consent [122]. - If the initial business combination is not completed within 24 months, public shareholders who elected to redeem their shares will not receive any funds from the trust account [128]. Legal and Regulatory Considerations - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC [153]. - The company may seek an independent valuation opinion if pursuing a business combination with an affiliated company [65]. - There is uncertainty regarding the recognition and enforcement of U.S. court judgments in the Cayman Islands or other jurisdictions [211]. - The board of directors may be seen as breaching fiduciary duties by paying shareholders before addressing creditor claims, exposing the company to punitive damages [219]. Sponsor and Ownership Structure - The sponsor owns 20% of the issued and outstanding ordinary shares, which may influence the outcome of shareholder votes on business combinations [168]. - The sponsor issued 5,750,000 founder shares at a price of approximately $0.004 per share, totaling $25,000 [67]. - The sponsor has agreed to waive rights to liquidating distributions from the trust account for founder shares if the initial business combination is not completed within the specified timeframe [131]. - The sponsor may receive additional Class A ordinary shares, which will equal 20% of the total Class A ordinary shares issued upon completion of the initial public offering, adjusted for certain conditions [206]. Conclusion and Future Outlook - The company may not seek to extend the time to consummate the initial business combination, which could lead to the redemption of public shares [184]. - If the initial business combination is not completed within the required time period, public shareholders may receive approximately $10.05 per public share upon liquidation [195]. - The company may depend on loans from the sponsor or management team if the net proceeds from the initial public offering are insufficient to operate for at least 24 months [1].

IPO and Financing - The company completed its Initial Public Offering on July 3, 2025, raising gross proceeds of $172.5 million from the sale of 17,250,000 Units at a price of $10.00 per Unit[21]. - An additional $4.5 million was generated from the private sale of 2,250,000 Private Placement Warrants at a price of $2.00 per warrant[22]. - A total of $172.5 million from the IPO and private placement was placed in a Trust Account[23]. - The company has $164,287,500 available for a Business Combination as of December 31, 2025, after paying $8,212,500 in Deferred Fees[57]. - The net proceeds from the Initial Public Offering and Private Placement Warrants amount to $164,287,500, which will be used for the initial Business Combination[192]. - Up to $1,500,000 of loans from the Sponsor or Management Team may be convertible into Private Placement Warrants at a price of $2.00 per warrant[144]. - The company has approximately $383,075 available from the Initial Public Offering proceeds to cover potential claims and liquidation costs, estimated to be no more than $100,000[95]. - As of December 31, 2025, the company had cash of $383,075 held outside the Trust Account to fund working capital requirements[143]. Business Combination Strategy - The company intends to focus on companies in the digital assets and blockchain space with an enterprise value of greater than $1.0 billion for its initial Business Combination[34]. - The company plans to structure its initial Business Combination to acquire 100% of the equity interests or assets of the target business[46]. - The company anticipates sourcing potential initial Business Combination targets from various unaffiliated sources, including investment bankers and private investment funds[53]. - The company may pursue a Business Combination with a company affiliated with its Sponsor, officers, or directors, provided an independent valuation opinion is obtained[56]. - The company has not selected a specific Business Combination target but intends to target businesses with enterprise values greater than the net proceeds from its Initial Public Offering and the sale of Private Placement Warrants[202]. - The company may pursue Business Combination opportunities outside of its management's areas of expertise, which could present additional risks[174]. - The company may enter into a Business Combination with a target that does not meet its established criteria, potentially affecting the success of the combination[175]. Shareholder Rights and Redemption - The company will provide Public Shareholders the opportunity to redeem shares at a price approximately equal to $10.00 per share if the initial Business Combination is not completed within the specified period[44]. - Public Shareholders will have the opportunity to redeem their Class A Ordinary Shares upon completion of the initial Business Combination at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[72]. - A Public Shareholder is restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[85]. - The company intends to require Public Shareholders seeking redemption to submit a written request two business days prior to the scheduled vote[141]. - The company will not complete the initial Business Combination or redeem any shares if the aggregate cash consideration for redemptions exceeds the cash available[84]. - If a shareholder vote is not required, the company will conduct redemptions in conjunction with a proxy solicitation[79]. - The approval of the initial Business Combination will require a quorum of at least one third of issued and outstanding shares entitled to vote[78]. - The company will not complete the initial Business Combination if Public Shareholders tender more shares than it is permitted to redeem[81]. - The company’s Sponsor, officers, and directors have agreed to waive their redemption rights for any Founder Shares and Public Shares they hold[73]. Risks and Challenges - The company may need additional financing to complete its initial Business Combination if the cash required exceeds the amount available in the Trust Account[52]. - There is a risk of significant dilution for Public Shareholders if additional funds are raised through equity or convertible debt issuances[52]. - The lack of business diversification may pose risks as the company's success may depend entirely on the performance of a single business post-Business Combination[58]. - The company may face competition from other SPACs, private equity groups, and public companies, which may have greater financial and technical resources[102]. - The company may face significant competition from other SPACs and private investors for Business Combination opportunities, which could limit its ability to complete acquisitions[142]. - The company may not be able to complete its initial Business Combination within the required Combination Period, which could lead to liquidation and a redemption price of approximately $10.00 per share, or possibly less[132]. - The company may incur substantial debt to complete a Business Combination, which could negatively impact its financial condition and shareholder value[191]. - The company may face claims of punitive damages if it distributes proceeds to shareholders before addressing creditor claims in the event of bankruptcy[149]. - The company may not be able to generate sufficient value from the initial Business Combination to offset the dilutive impact of redemptions and other factors, leading to potential net losses for investors[126]. Regulatory and Compliance Issues - The company is required to provide audited financial statements for potential target businesses in accordance with GAAP or IFRS, which may limit the pool of candidates for initial Business Combinations[105]. - The SEC adopted the 2024 SPAC Rules, which require additional disclosures related to SPAC business combinations and may increase costs and time needed to complete an initial Business Combination[152][154]. - Compliance with laws and regulations may be difficult and costly, potentially affecting the company's ability to negotiate and complete its initial Business Combination[151]. - The Sarbanes-Oxley Act compliance obligations may increase the time and costs associated with completing an initial Business Combination[213]. - The process of government review could be lengthy, and failure to obtain required approvals within the requisite time may require the company to liquidate[207]. - The company is aware of litigation claiming that certain SPACs should be considered investment companies, which could impose additional regulatory burdens[160]. Management and Operational Considerations - The Advisory and Management Teams have extensive experience in sourcing and evaluating potential Business Combination targets, enhancing the company's competitive advantage[30]. - The company has only two officers and no full-time employees prior to the completion of the initial Business Combination[103]. - The company may not maintain control of a target business after the initial Business Combination, potentially impacting management effectiveness[216]. - Limited ability to assess the management of a prospective target business may lead to challenges in managing a public company post-Business Combination[217]. - Loss of key personnel from an acquisition candidate post-Business Combination could adversely affect operations and profitability[215]. - The company may engage underwriters to provide additional services, which could create conflicts of interest in sourcing and consummating a Business Combination[129]. Miscellaneous - 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 exceeds $700 million[111]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain revenue and market value thresholds are met[112]. - The company’s initial shareholders own 20% of the issued and outstanding Ordinary Shares, which may influence the approval of Business Combinations[121]. - The company may complete its initial Business Combination without seeking shareholder approval, limiting public shareholders' ability to vote[120]. - The company has provisions in its Amended and Restated Charter that allow for amendments with the approval of at least two-thirds of its Ordinary Shares, which is a lower threshold compared to some other SPACs[199]. - The company has issued 2,250,000 Private Placement Warrants at $2.00 per warrant, which will be worthless if the initial Business Combination is not completed[189]. - The company’s Founder Shares were issued at a price of approximately $0.006 per share, representing 20% of the outstanding shares post-Initial Public Offering[187].

Financial Performance - Forian reported Q4 2025 revenue of $7.96 million, a 37% increase from $5.81 million in Q4 2024[3] - The net loss for Q4 2025 was $(1.82) million, compared to a net income of $0.20 million in Q4 2024, representing a 1012% decline[4] - For the full year 2025, revenue reached $30.26 million, a 50% increase from $20.15 million in 2024[5] - The net loss for the full year 2025 was $(2.87) million, an improvement of 24% compared to $(3.77) million in 2024[5] - Adjusted EBITDA for the full year 2025 was $0.84 million, a 72% increase from $0.49 million in 2024[5] - 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, representing a 28.5% improvement[18] - Revenue for the year ended December 31, 2025, was $30,256,919, an increase of 50.9% from $20,153,263 in 2024[29] - Adjusted EBITDA for the year ended December 31, 2025, was $840,408, compared to $489,134 in 2024, indicating a significant increase in operational performance[29] Cash and Liquidity - Cash, cash equivalents, and marketable securities totaled $31.6 million as of December 31, 2025[4] - Cash and cash equivalents at the end of 2025 were $12,903,760, up from $4,590,661 at the end of 2024, reflecting a strong liquidity position[18] - The company generated net cash provided by operating activities of $2,886,473 in 2025, a substantial increase from $282,827 in 2024[18] - The company’s cash flows from investing activities provided $12,943,231 in 2025, compared to $17,288,745 in 2024, indicating a decrease in investment activity[18] - The company’s net cash used in financing activities was $7,516,605 in 2025, a reduction from $19,023,897 in 2024, showing improved cash management[18] Operational Highlights - Forian achieved revenue guidance targets driven by key contract renewals that offset churn and data supply headwinds[9] - The company expanded its data platform and partnerships, addressing upstream data supply challenges[9] - Forian's market penetration with life sciences customers increased as pharmaceutical and biotech companies adopted its data and analytics offerings[9] Stock and Financing - The company incurred stock-based compensation expenses of $3,276,379 in 2025, down from $6,528,397 in 2024, indicating a reduction in equity compensation costs[29] - The company’s interest expense decreased to $142,351 in 2025 from $708,933 in 2024, reflecting lower financing costs[29] Acquisition Activity - A consortium led by Forian's CEO submitted a non-binding proposal to acquire all outstanding shares not owned by the consortium, with discussions ongoing[7] - The company reported a gain on bargain purchase of $0 in 2025, compared to a loss of $1,204,830 in 2024, suggesting improved acquisition performance[29]

Financial Performance - The company reported net losses of $56.0 million, $83.7 million, and $101.9 million for the years ended December 31, 2025, 2024, and 2023, respectively, with an accumulated deficit of $490.5 million as of December 31, 2025[360]. - The company has not generated any revenue from product sales and does not expect to do so in the near future[365]. - The company anticipates continuing to incur losses while evaluating strategic alternatives, which may include dissolution and liquidation if no transaction occurs[385]. Operating Expenses - Total operating expenses for 2025 were $59.1 million, down from $90.6 million in 2024, reflecting a decrease of $31.5 million[377]. - Research and development expenses decreased by $31.9 million in 2025 compared to 2024, primarily due to a $26.3 million reduction in clinical expenses and a $4.8 million decrease in personnel-related expenses[378]. - General and administrative expenses decreased by $4.9 million in 2025 compared to 2024, mainly due to a $4.4 million reduction in stock-based compensation and personnel-related expenses[379]. - Restructuring and impairment charges increased by $5.3 million in 2025 compared to 2024, primarily due to one-time severance-related costs and higher impairment costs on certain equipment[381]. - The company expects operating expenses to continue to decrease in 2026 due to workforce reductions and the suspension of various development efforts[360]. Workforce and Restructuring - The company initiated a restructuring plan in October 2025, reducing its workforce by approximately 70% to focus on strategic alternatives for zetomipzomib development[372]. - The company reduced its workforce by approximately 70% as part of cost reduction efforts[386]. Cash Flow and Liquidity - As of December 31, 2025, the company had $71.9 million in cash and cash equivalents, with a net loss of $56.0 million for the year[384]. - Cash used in operating activities for the year ended December 31, 2025, was $51.8 million, compared to $74.2 million in 2024[392]. - Net cash provided by investing activities was $92.5 million for the year ended December 31, 2025, primarily from maturities of marketable securities[396]. - Cash used in financing activities was $10.6 million for the year ended December 31, 2025, related to loan repayments[397]. - The company expects material cash requirements of approximately $2.4 million through fiscal year 2026, primarily for operating leases[390]. - The company estimates that existing cash and cash equivalents will be sufficient to meet projected operating requirements for at least the next 12 months[386]. Interest and Non-Cash Charges - Interest income decreased by $4.0 million in 2025 compared to 2024, attributed to lower cash equivalents and marketable securities balances[382]. - Non-cash charges for the year ended December 31, 2025, included $9.0 million for stock-based compensation and $0.9 million for impairment loss of long-lived assets[393]. Asset Transactions - The company entered into an asset purchase agreement with Enodia Therapeutics SAS in March 2026, transferring assets from its Sec61-based discovery and development program[361].

Investment Portfolio - As of December 31, 2025, the fair value of the investment portfolio, excluding cash and cash equivalents, was $114.3 million, down from $128.4 million in 2024[359]. - The fair value of investments is projected to be $113,030,000 with no change in interest rates[361]. - A 200 basis point decrease in interest rates is estimated to increase the fair value of investments by $6,205,000, resulting in a 5.5% increase in shareholders' equity[361]. - A 100 basis point decrease in interest rates is projected to increase the fair value of investments by $3,007,000, leading to a 2.7% increase in shareholders' equity[361]. - As of December 31, 2025, a 200 basis point increase in interest rates is estimated to decrease the fair value of investments by $5,380,000, resulting in a 4.8% decline in shareholders' equity[361]. Debt Securities Portfolio - The option adjusted duration of the debt securities portfolio was 2.6 years as of December 31, 2025, compared to 2.7 years in 2024[359]. - The primary market risk exposure to the debt portfolio is interest rate risk, with the fair market value of fixed-income securities inversely related to changes in market interest rates[358]. - The company primarily invests in investment-grade securities to manage credit risk associated with its debt securities portfolio[362]. Interest Rate Risk Management - The company aims to mitigate interest rate risks by investing in securities with varied maturity dates and managing the duration of the investment portfolio within a defined range of three to four years[359]. Insurance Regulation - The company’s insurance subsidiaries are subject to various state regulations designed to protect policyholders, which may impact profitability[72]. - The company must file premium rate schedules and policy forms for review and approval by insurance regulators, which can affect the ability to adjust rates[78]. - Membership in insolvency funds is required, with minimal assessments reported for the years ended December 31, 2025, and 2024[80]. - The company’s insurance licenses are subject to state regulatory authorities, which have broad discretion over granting and renewing licenses[79]. Underwriting Profitability - The combined ratio is a key measure of underwriting profitability, with a ratio under 100% indicating profitable results[87]. - The company’s adjusted operating income (loss) is a non-GAAP measure that excludes net realized investment gains and losses, providing insight into operational performance[86]. Reinsurance and Credit Risk - The net amount due from reinsurers was $79.4 million as of December 31, 2025, down from $97.5 million in 2024, indicating a decrease of approximately 18.5%[364]. - The company selects reinsurers with an A.M. Best rating of "A-" or better to mitigate credit risk and continuously evaluates their financial condition[363]. - The company remains obligated to pay claims regardless of reinsurer performance, maintaining primary liability to policyholders[363]. Inflation Impact - Inflation is not believed to have a material effect on the company's operations, except for its impact on interest rates and claims costs[365]. - The company considers inflation effects in pricing and estimating reserves for unpaid losses and loss adjustment expenses (LAE)[365].