Financial Performance - Entera Bio reported a net loss of $11.4 million, or $0.25 per ordinary share, for the year ended December 31, 2025, compared to a net loss of $9.5 million, or $0.25 per ordinary share, for 2024[9]. - Total operating expenses for 2025 were $11.5 million, compared to $9.6 million in 2024, reflecting increased costs associated with research and administrative activities[11]. - Cash and cash equivalents were $14.9 million as of December 31, 2025, including $7.8 million in restricted cash for the OPKO collaboration, expected to support operations through mid-Q3 2026[8]. Research and Development - Research and development expenses increased to $6.0 million for the year ended December 31, 2025, up from $4.5 million in 2024, primarily due to ongoing regulatory and Phase 3 preparation activities for EB613[10]. - Entera submitted a streamlined Phase 3 protocol for EB613 to the FDA in March 2026, aiming for topline results in the second half of 2028, one year earlier than previously expected[3]. - The planned Phase 3 trial for EB613 will involve 750 postmenopausal women with osteoporosis, with the primary outcome measure being the percentage change in total hip bone mineral density from baseline to month 12[3]. Collaborations and Product Development - Entera's collaboration with OPKO for the development of the oral long-acting PTH tablet (EB612) is fully funded through Phase 1, with an IND application expected to be filed in late 2026[7]. - The company achieved positive preclinical data for its long-acting PTH analogs, showing a significantly longer plasma half-life compared to existing treatments[7]. - Entera's N-Tab® oral peptide platform has shown differentiated preclinical data for multiple targets, including LA-PTH and GLP-1/Glucagon, which are expected to drive value for patients[2]. - The company is developing the first oral dual GLP-1/Glucagon tablet (EB618) for obesity and metabolic diseases, with Phase 1 data expected by year-end 2026 to catalyze its advancement[5].

Company Overview - QuickLogic Corporation develops programmable logic semiconductor technologies, including embedded Field Programmable Gate Array (eFPGA) intellectual property and specialized FPGA devices[31]. - The company's current product offerings include eFPGA IP licensing and FPGA silicon products, such as EOS™, ArcticLink® III, and PolarPro® series[36]. - QuickLogic's eFPGA IP is developed across various semiconductor manufacturing process technologies, including nodes such as 12nm, 16nm, and 28nm, with a roadmap targeting advanced nodes[38]. - QuickLogic's technologies are utilized in markets requiring adaptable hardware functionality, including aerospace, defense, and industrial systems[33]. Manufacturing and Supply Chain - The company reported a reliance on third-party semiconductor foundries and manufacturing partners for fabrication, assembly, and testing of silicon products[39]. - The company utilizes a fabless manufacturing model, leveraging third-party foundries to focus on programmable logic architecture development and customer engagement[82]. - The company outsources wafer fabrication primarily to GlobalFoundries and TSMC, leveraging their manufacturing scale and process technologies[104]. - Global supply chain constraints have not materially impacted the company, but inflationary pressures may dilute gross profit and limit the ability to offset increased costs with price hikes[177]. Financial Performance and Risks - QuickLogic has incurred losses in past years and may struggle to generate sufficient revenue to fund future operations[20]. - The company faces risks related to dependence on a limited number of significant customers for a substantial portion of its revenue[29]. - One customer accounted for approximately 44% of total revenue from continuing operations for the year ended December 28, 2025, while another customer represented about 11%[93]. - The company may need to obtain additional funds through strategic divestiture or selling debt or equity securities if cash flow levels are not achieved, which may not be available on commercially reasonable terms[123]. - Future operating results are likely to fluctuate, and past performance may not be indicative of future results, potentially affecting the company's financial condition[125]. - The company has incurred net losses in past years while developing new products, applications, and technologies, but new products are generating stable gross margins year over year[123]. Market and Competition - The semiconductor industry is highly competitive, and QuickLogic must effectively compete to maintain its market position[26]. - The semiconductor industry is characterized by rapid technological change and competition from both established and smaller companies in the programmable logic market[95]. - The company is subject to significant competition from both established and emerging semiconductor firms, which may affect its market share and operational performance[172]. - The global FPGA market was valued at approximately $11.7 billion in 2025 and is projected to grow to approximately $19.3 billion by 2030, reflecting a significant growth driven by increasing demand for hardware acceleration and adaptable system architectures[53]. Research and Development - R&D expenses for the fiscal year ended December 28, 2025, were $5.3 million, representing 38% of revenue, compared to $5.8 million or 30% of revenue for the fiscal year ended December 29, 2024[103]. - QuickLogic's growth strategy includes expanding its eFPGA IP business and developing additional programmable logic devices and architectures to meet ongoing demand[42]. - The company collaborates with industry partners to develop integrated hardware solutions that combine programmable logic with other semiconductor technologies[86]. Intellectual Property and Compliance - The company relies on a combination of patents, copyrights, and trade secrets to protect its proprietary technologies, but may face challenges in maintaining these protections[135]. - The company has a significant number of U.S. and foreign patents, but existing patents may be challenged or invalidated, impacting competitive position[137]. - Compliance with evolving data protection laws like GDPR and CCPA is crucial, as failure to comply could lead to significant fines and operational disruptions[133]. - The company may face significant expenses from future litigation related to intellectual property rights, which is critical for maintaining competitive advantage[141]. Customer Engagement and Sales - QuickLogic collaborates with ecosystem partners for co-marketing and technology initiatives, enhancing its IP and silicon platforms[37]. - The company’s sales are supported by a network of distributors in North America, Europe, and Asia, focusing on strategic customer engagements and technical support[90]. - Sales under contracts with the U.S. Government represented 44% of total net sales from continuing operations in 2025[209]. Operational Challenges - The company faces challenges in attracting and retaining key management and technical personnel, which could adversely affect its ability to execute current plans[144]. - New hires require extensive training, and attrition can result from various factors, potentially impacting financial condition and operational results[145]. - The company relies heavily on internal information systems and third-party support, with risks from outages or data breaches that could materially affect operations and financial results[146]. - The company may incur costs related to compliance with regulations on conflict minerals, which could affect its ability to source materials and maintain supplier relationships[180]. Economic and Political Factors - Political, economic, and health risks, including pandemics, could materially disrupt operations and negatively impact financial performance[159]. - Changes in U.S. trade policy could lead to retaliatory actions by affected countries, impacting the company's ability to do business globally[200]. - The new Presidential administration plans to significantly cut federal spending and reorganize the federal workforce, which may impact current and future business with the U.S. government[211]. - Rising inflation may shift U.S. defense spending priorities, potentially reducing expected revenues from certain programs[212].

Company Overview - The company is a newly organized blank check company incorporated on July 25, 2025, with no operating revenues generated to date and no specific business combination target selected yet [21]. - The company has not selected any specific business combination target yet and has not engaged any agents to identify potential acquisition candidates [95]. - The company is 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 [87]. - The company is also a "smaller reporting company," which allows it to provide reduced disclosure obligations until it meets certain market value and revenue criteria [173]. - The company has no operating history or revenues until the completion of its initial business combination, posing a risk to investors [175]. Target Sectors and Strategy - The focus will be on businesses in the maritime, logistics, and digital infrastructure sectors, which are experiencing significant transformation and present compelling opportunities [22]. - Target sectors include marine technology, marine services, U.S.-focused marine businesses, marine logistics, vessel technical management, and data centers, emphasizing recurring revenue models and high barriers to entry [23][25]. - The marine technology sector is expected to drive digital transformation in the maritime industry, with key innovations in fleet monitoring, predictive maintenance, and emissions tracking [26]. - The U.S. marine industry is poised for long-term growth, supported by favorable regulatory tailwinds and increased federal and private investment, particularly in domestic shipbuilding and repair operations [28]. - Marine logistics providers are well-positioned to capitalize on trends in automation and digitization, with increasing demand for integrated supply chain solutions [30]. - The company aims to target data center platforms with scalable infrastructure to support the growing demand for AI workloads, representing a compelling investment opportunity [32]. Management Team and Experience - The management team has significant experience in executing public acquisition vehicles, having raised over $20 billion across 30 maritime transactions [35]. - The management team has completed approximately $9 billion in transactions across public and private equity, and facilitated over $7 billion in M&A activity [36]. - The company’s management team will leverage their industry experience and network to identify acquisition targets [97]. - The management team will utilize a thorough due diligence process, including meetings with management and document reviews, to evaluate prospective target businesses [51]. - The management team has a history of successfully navigating multiple periods of economic drawdowns, enhancing their capability to identify suitable acquisition targets [48]. Acquisition Strategy - The company aims to identify, acquire, and build businesses in seven market areas, including marine technology and logistics, leveraging management's significant experience in these sectors [44]. - The acquisition strategy focuses on companies with an enterprise value between $600 million and $1.8 billion, targeting those with resilient business models and attractive cash flow profiles [49]. - The company intends to partner with management teams that are incentivized to create shareholder value, seeking those who desire a significant equity stake post-business combination [49]. - The company will not be limited to a specific industry or geographic region, allowing flexibility in its acquisition strategy [44]. - Relationships cultivated from years of transaction experience are expected to provide potential acquisition opportunities [45]. Financial Considerations and Risks - The company has $221,440,427 available for a business combination as of December 31, 2025, including $9,200,000 of deferred underwriting fees [92]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available from the trust account [96]. - The company may face risks if the sponsor divests ownership or economic interests before identifying a business combination [68]. - The company may evaluate risks inherent in target businesses but cannot assure complete risk assessment [58]. - The initial business combination may involve companies in early stages of development, increasing inherent risks [58]. - The company may incur significant dilution to public shareholders due to the nominal price of founder shares and potential anti-dilution features [72]. - The company may face risks associated with seeking business combinations with financially unstable or early-stage companies [93]. - The company may incur substantial debt in connection with a business combination, which could lead to default if operating revenues are insufficient to meet debt obligations [159]. Shareholder Rights and Redemption - Public shareholders can redeem Class A ordinary shares at an initial anticipated price of $10.00 per share upon completion of the initial business combination [120]. - The company requires 8,525,001 shares, or 37% of the 23,000,000 public shares sold in the initial public offering, to be voted in favor of the initial business combination for approval [125]. - If the initial business combination is not completed within 24 months from the closing of the initial public offering, the company will redeem public shares at a price equal to the amount in the trust account, minus up to $100,000 for dissolution expenses [138]. - Shareholders can redeem their shares either through a shareholder meeting or a tender offer, with the decision made at the company's discretion [121]. - The company will not proceed with redemptions if the business combination does not close, even if a shareholder has elected to redeem [120]. - The company’s management and sponsors have agreed to waive their redemption rights concerning founder shares and private placement shares in connection with the initial business combination [125]. - If the initial business combination is not approved, shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account [136]. - The company will liquidate and dissolve if it fails to complete a business combination within the 24-month timeframe, with no redemption rights for warrants [139]. Conflicts of Interest - Conflicts of interest may arise due to fiduciary duties of directors and officers, but the company anticipates that these will not materially affect its ability to select appropriate acquisition targets [54]. - The sponsor and directors agree to vote in favor of proposed initial business combinations and not to redeem public shares in connection with shareholder approval [67]. - The sponsor owns approximately 20% of the issued and outstanding ordinary shares immediately following the initial public offering, requiring 8,525,001 or 37% of the 23,000,000 public shares to approve an initial business combination [181]. - The company has renounced any interest in corporate opportunities that may conflict with the interests of its directors or officers [80]. - The company may seek shareholder approval based on various business and legal reasons, including the expected cost and risk of failure to approve [111]. Operational and Market Risks - The company may face increased competition for attractive business combination targets due to the rising number of SPACs, which could lead to higher costs or delays in finding suitable targets [207]. - The company may not be able to acquire a target business if it cannot meet financial statement requirements, potentially limiting its pool of acquisition candidates [165]. - The ability of public shareholders to redeem shares for cash may deter potential business combination targets, making it difficult to enter into agreements [183]. - The company may pursue acquisition opportunities outside of its management's area of expertise, which could pose additional risks [216]. - The management team’s past performance may not be indicative of future investment performance, posing risks to shareholders [183].

Financial Performance - Net sales for fiscal 2025 were $21,764 million, a decrease of $529 million or 2.4% compared to 2024, primarily due to store closures contributing approximately $700 million in annual net sales in the prior year [164]. - Comparable sales on an owned-plus-licensed-plus-marketplace basis increased by 1.5% in 2025, compared to a decline of 0.9% in 2024 [164]. - Macy's comparable sales were up 0.4% on an owned-plus-licensed-plus-marketplace basis, while go-forward business comparable sales were up 0.6% [162]. - Bloomingdale's achieved a 7.4% increase in comparable sales, marking its highest growth in 14 quarters [162]. - Bluemercury recorded its 20th consecutive quarter of comparable sales growth, driven by expanded brand partnerships [160]. - Net income for 2025 was $642 million, with diluted earnings per share of $2.32, compared to $582 million and $2.07 in 2024 [197]. - Adjusted EBITDA for 2025 was $1,842 million, down from $1,977 million in 2024, while EBITDA increased to $1,873 million from $1,760 million [199]. Expenses and Costs - Gross margin for 2025 was $8,267 million, representing 38.0% of net sales, a decrease of 40 basis points from 2024 [166]. - SG&A expenses decreased by $90 million or 1% from 2024 to 2025, totaling $8,240 million, which is 36.4% of total revenue [167]. - The company recognized impairment, restructuring, and other costs of $230 million in 2025, primarily related to its Bold New Chapter strategy [169]. - Impairment, restructuring, and other costs amounted to $230 million in 2025, compared to $171 million in 2024 and $1,027 million in 2023 [199]. - The company recorded pension settlement charges of $67 million in 2025, up from $46 million in 2024 [199]. Cash Flow and Capital Expenditures - Net cash provided by operating activities increased to $1,430 million in 2025, up from $1,278 million in 2024, primarily due to working capital changes [180]. - Capital expenditures for 2025 were $740 million, focused on digital and technology investments and omni-channel capabilities, with plans for approximately $800 million in 2026 [182][183]. - The company repurchased 17.7 million shares at an average cost of $14.21 per share for a total of $251 million in 2025, with $1.1 billion remaining under the share repurchase authorization [186]. Tax and Debt - The effective tax rate increased to 24.4% in 2025 from 23.7% in 2024, influenced by state and local taxes [174]. - The company completed debt transactions in 2025, including the issuance of $500 million in senior unsecured notes and the redemption of $393 million in senior notes [190]. - Net interest expense decreased by 16% to $97 million in 2025, driven by reduced average outstanding debt balances [173]. Pension and Market Risk - The company did not anticipate making funding contributions to the Pension Plan in 2026, having made no contributions in 2025 and 2024 [211]. - The assumed annual long-term rate of return for the Pension Plan's assets was increased to 6.00% as of January 31, 2026, from 5.50% in 2025 [213]. - The company discounted its future pension obligations using a weighted-average rate of 5.23% at January 31, 2026, compared to 5.52% at February 1, 2025 [214]. - The company is exposed to market risk from changes in interest rates but has determined there was no material market risk exposure as of January 31, 2026 [218]. - The company manages interest rate risk through regular operating and financing activities, utilizing fixed-rate instruments for borrowings [218]. Other Developments - The company opened a new fulfillment center in China Grove, incorporating automation and AI to enhance supply chain efficiency [162]. - Digital sales accounted for 35% of net sales in 2025, up from 33% in 2024 [164]. - The company recognized $328 million in income from the settlement of credit card interchange fee litigation in 2025 [170]. - The company ended 2025 with cash and cash equivalents of $1,246 million, down from $1,306 million in 2024 [178]. - The company has approximately $6.0 billion in future operating lease obligations due after 2030 and $3.6 billion in other obligations, primarily merchandise purchase obligations [181]. - The company paid dividends totaling $197 million in 2025, with a declared quarterly dividend of 19.15 cents per share for 2026 [184][185]. - The company continues to monitor key inputs to the fair values of its reporting units, indicating potential for future impairment charges [209].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on February 9, 2026, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at a price of $10.00 per Unit[17]. - An additional $4,955,000 was generated from the private sale of 495,500 Private Placement Units at the same price of $10.00 per Unit[18]. - A total of $230,000,000, consisting of $227,080,000 from the IPO and $2,920,000 from the Private Placement, was placed in a Trust Account[19]. - The company has approximately $1,279,183 in proceeds held outside the Trust Account as of the closing of the Initial Public Offering[120]. - The company incurred total fees of $11,725,502 related to the Initial Public Offering, including a cash underwriting fee of $2,855,000 and a Deferred Fee of $8,050,000[198]. - The Underwriters were paid a cash underwriting discount of $3,105,000, which is 1.35% of the gross proceeds from the Public Units offered in the Initial Public Offering[209]. Business Combination Strategy - The company must complete its initial Business Combination by February 9, 2028, or face termination and distribution of Trust Account funds[20]. - The company aims to identify and partner with businesses in high-growth, recession-resilient subsectors, focusing on industries with significant market potential[29]. - The investment criteria include businesses with clear competitive advantages, high growth potential, and experienced management teams[39]. - The company has $221,950,000 available for a Business Combination, assuming no redemptions, providing flexibility in structuring the transaction[44]. - The company anticipates structuring its initial Business Combination to acquire 100% of the target business, but may also acquire less than 100% if it meets certain objectives[49]. - The company may pursue targets outside the U.S. and Europe, aligning with its investment thesis based on market dynamics and regulatory trends[32]. - The company may utilize cash, debt, or equity securities for the Business Combination, providing flexibility in structuring the transaction[66][67]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial Business Combination, potentially exceeding the amounts held in the Trust Account[70]. - The company may face conflicts of interest due to its officers and directors having obligations to other entities, which could impact the Business Combination process[55][62]. - The company may pursue a Business Combination with financially unstable or early-stage companies, which carries inherent risks[67]. Shareholder Rights and Redemption - Public Shareholders will have the opportunity to redeem their Class A Ordinary Shares at a per-share price initially anticipated to be $10.00, based on the amount in the Trust Account[91]. - If the cash consideration required for redemptions exceeds the available cash, the company will not complete the initial Business Combination or redeem any Public Shares[92]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer upon the completion of the initial Business Combination[93]. - A minimum of 7,418,918 Public Shares, or 32.3% of the 23,000,000 Public Shares, is required for an Ordinary Resolution to approve the initial Business Combination[98]. - If a Special Resolution is needed, 12,612,612 Public Shares, or 54.8% of the 23,000,000 Public Shares, must be voted in favor[98]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the Public Shares sold in the IPO without prior consent[109]. - The redemption process may incur a nominal fee of approximately $100 charged by the transfer agent for processing[112]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[114]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules[102]. - Redemption requests can be withdrawn at any time up to the specified date in the proxy materials or tender offer documents[113]. Financial Performance and Obligations - For the period from October 24, 2025, through December 31, 2025, the company reported a net loss of $63,178, primarily due to formation and administrative costs[197]. - As of December 31, 2025, the company had no cash and a working capital deficit of $101,914[202]. - The company had borrowed a total of $165,233 under the Promissory Note, which was fully settled on February 9, 2026[204]. - The company has no long-term debt or capital lease obligations as of December 31, 2025[206]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital to finance operations of the target business[200]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination[172]. Risks and Challenges - The company may face competition from other entities, including SPACs and private equity groups, which could limit its ability to acquire larger target businesses[131]. - The company may struggle to obtain additional financing for its initial Business Combination, potentially leading to restructuring or abandonment of the deal[144]. - The company may encounter increased competition for attractive targets as the number of SPACs evaluating targets rises, which could increase costs and hinder successful Business Combinations[144]. - The company may be adversely affected by global geopolitical conditions, including the ongoing Russia-Ukraine conflict, impacting its search for target businesses[146]. - The company may face risks related to the inability to complete its initial Business Combination within the Combination Period, which could lead to the redemption of Public Shares[143]. - The company may have limited ability to assess the management of a prospective target business, affecting the success of the initial Business Combination[150]. - The company may be subject to additional risks if the initial Business Combination is with a company located outside of the United States[154]. Management and Governance - The management team has a proven track record in stigmatized markets, with notable investments including JUUL and MindMed, achieving significant value creation[34]. - The Management Team's extensive network is expected to provide a substantial number of potential Business Combination targets, enhancing sourcing opportunities[57][59]. - The company has not yet selected any Business Combination target and has not initiated substantive discussions with any potential targets[69]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[133]. - Financial statements of prospective target businesses will need to comply with GAAP or IFRS, which may limit the pool of potential candidates[134]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2026, as required by the Sarbanes-Oxley Act[137]. - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[139]. - The company will remain an emerging growth company until it achieves 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[140]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain market value or revenue thresholds are met[141].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on February 9, 2026, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[17]. - An additional $4,955,000 was generated from the private sale of 495,500 Private Placement Units at the same price of $10.00 per Unit[18]. - A total of $230,000,000, consisting of $227,080,000 from the IPO and $2,920,000 from the Private Placement, was placed in a Trust Account[19]. - The total amount of $230,000,000 from the IPO and Private Placement was placed in a Trust Account, which may only be invested in U.S. government securities or money market funds[179]. - The Underwriters received a cash underwriting discount of $3,105,000 and are entitled to a Deferred Fee of $8,050,000, payable upon the consummation of a Business Combination[194]. - The company incurred total fees of $11,725,502 in the Initial Public Offering, including a cash underwriting fee of $2,855,000 and a Deferred Fee of $8,050,000[198]. - The Underwriters received a cash underwriting discount of $3,105,000, which is 1.35% of the gross proceeds from the Public Units offered in the Initial Public Offering[209]. Business Combination Plans - The company must complete its initial Business Combination by February 9, 2028, or face termination and distribution of Trust Account funds[20]. - The company aims to identify and partner with businesses in high-growth, recession-resilient subsectors, focusing on industries with significant market potential[29]. - The company intends to leverage its extensive network and operational expertise to support partner companies post-combination, maximizing long-term shareholder value[33]. - The company has $221,950,000 available for a Business Combination, assuming no redemptions, providing flexibility in structuring the deal[44]. - The company anticipates structuring its initial Business Combination to acquire 100% of the target business, but may acquire less than 100% if it meets certain objectives, provided it owns or acquires at least 50% of the voting securities[49]. - The company is not prohibited from pursuing a Business Combination with an affiliated company, but must obtain a fairness opinion from an independent entity if such a transaction occurs[50]. - The company has not yet selected any Business Combination target and has not initiated substantive discussions with any potential targets[69]. - The company believes its management team's extensive network will provide a substantial number of potential Business Combination targets[57]. - The company offers target businesses a more expeditious and cost-effective method to go public compared to traditional IPOs, which can be subject to market conditions and underwriting risks[63]. - The company may use cash, debt, or equity securities for the Business Combination, providing flexibility in structuring the transaction[66]. - The company plans to conduct a due diligence review of prospective target businesses, which will include meetings with management, document reviews, and inspections of facilities[74]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial Business Combination, potentially exceeding the amounts held in the Trust Account[70]. - The company may depend entirely on the future performance of a single business post-Business Combination, which could expose it to significant risks due to lack of diversification[76]. - The company may face competition from other SPACs, private equity groups, and public companies in identifying and acquiring target businesses[131]. - The company may face challenges in completing an initial Business Combination due to regulatory review and approval requirements, including foreign investment regulations[150]. Shareholder Rights and Redemption - Public Shareholders will have the opportunity to redeem their Class A Ordinary Shares at a per-share price initially anticipated to be $10.00, based on the amount in the Trust Account[91]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer upon the completion of the initial Business Combination[93]. - A minimum of 7,418,918 Public Shares, or 32.3% of the 23,000,000 Public Shares, is required for an Ordinary Resolution to approve the initial Business Combination[98]. - If a Special Resolution is needed, 12,612,612 Public Shares, or 54.8% of the 23,000,000 Public Shares, must be voted in favor[98]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the Public Shares sold in the IPO without prior consent[109]. - The redemption process may incur a nominal cost of approximately $100, which may be passed on to the redeeming holder by the broker[112]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for the applicable pro rata share of the Trust Account[114]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules[102]. - Redemption requests can be withdrawn at any time up to the specified date in the proxy materials or tender offer documents[113]. - The expected Redemption Price upon dissolution is approximately $10.00 per Public Share, based on the net proceeds of the IPO[121]. - If the Trust Account proceeds are reduced below $10.00 per Public Share, shareholders may receive less than the expected redemption amount[125]. - There is no specified maximum redemption threshold, which may allow the company to complete an initial Business Combination despite substantial majority of Public Shareholders not agreeing[148]. Financial Position and Risks - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination[172]. - As of December 31, 2025, the company had a working capital deficit of $101,914 and no cash available[202]. - The company had borrowed a total of $165,233 under the Promissory Note, which was fully settled on February 9, 2026[204]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and for working capital needs[200]. - The company may struggle to obtain additional financing for its initial Business Combination, potentially leading to restructuring or abandonment of the deal[144]. - The company may incur substantial debt to complete a Business Combination, adversely affecting leverage and financial condition[148]. - The company may issue additional Class A Ordinary Shares or preference shares to complete its initial Business Combination, which could dilute existing shareholders' interests[146]. - The company may issue Ordinary Shares at a price lower than the prevailing market price during its initial Business Combination, affecting shareholder value[144]. - The company may encounter increased competition for attractive targets as the number of SPACs evaluating targets rises, which could increase costs and hinder successful Business Combinations[144]. - The company may be adversely affected by global geopolitical conditions, such as the ongoing Russia-Ukraine conflict, impacting its search for target businesses[146]. - The company may face risks related to the inability to complete its initial Business Combination within the Combination Period, which could lead to the redemption of Public Shares[143]. - The company may not have sufficient funds to satisfy indemnification claims of its directors and officers[148]. Management and Governance - The management team has a proven track record in stigmatized markets, with notable investments including JUUL and MindMed, achieving significant value creation[34]. - The company may face conflicts of interest due to its management team's affiliations with other SPACs and entities[55]. - The company’s Management Team may face conflicts of interest due to their obligations to other entities[156]. - There is no assurance that key personnel will remain in senior management or advisory positions after the Business Combination, which may affect the management quality of the combined entity[78]. - The company cannot assure shareholders that any identified target business will have financial statements prepared in accordance with federal proxy rules[135]. - The company will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials[134]. - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[139]. - The company will remain an emerging growth company until it achieves 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[140]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain market value or revenue thresholds are met[141]. - The company has entered into an Administrative Services Agreement to pay $10,000 per month for office space and support services[190]. - Advisory Services Agreements were established to pay $30,000 per month for advisory services related to the Business Combination search[191]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering, but acknowledges the risks associated with cybersecurity[167]. Internal Controls and Compliance - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2026, as mandated by the Sarbanes-Oxley Act[137]. - The company has no long-term debt or capital lease obligations as of December 31, 2025[206]. - The company intends to liquidate investments held in the Trust Account to mitigate risks associated with the Investment Company Act[201]. - The company may be deemed a passive foreign investment company, resulting in adverse U.S. federal income tax consequences for U.S. shareholders[160]. - The company may face additional risks if the initial Business Combination is with a company located outside of the United States[154].

Financial Performance - Fourth-quarter revenue increased 36% to $3.1 million, while full-year revenue rose 15% to $11.4 million[5] - Gross margin for the fourth quarter improved to 69.8%, up from 66.3% in the prior-year period, and full-year gross margin remained strong at 66.8%[12][16] - Full-year gross profit improved 15% to $7.6 million, driven by higher sales volume, particularly to the Veterans Health Administration[16] - Revenues for Q4 2025 reached $3,065,348, a 36.3% increase from $2,249,174 in Q4 2024[27] - Gross Profit for the year ended December 31, 2025, was $7,630,601, up 15.3% from $6,615,993 in 2024[27] - Net Loss for the year ended December 31, 2025, was $(7,467,427), a decrease of 17.1% compared to $(9,003,745) in 2024[27] - Basic and Diluted Net Loss per Share for Q4 2025 was $(1.96), compared to $(1,349.73) in Q4 2024, indicating a substantial reduction in loss per share[27] Operating Expenses - Operating expenses for the fourth quarter were $3.8 million, a 3% increase from the prior-year period, while full-year operating expenses rose by approximately 9% to $15.5 million[13][17] - Total Operating Expenses for the year 2025 were $15,529,893, compared to $14,286,724 in 2024, indicating a rise in operational costs[27] - Research and Development expenses increased to $617,369 for the year 2025, up from $558,621 in 2024, reflecting a focus on innovation[27] Cash and Assets - Cash and investments totaled $9.5 million at December 31, 2025, with no long-term debt reported[15] - The company reported total assets of $20.3 million as of December 31, 2025, compared to $14.2 million in the prior year[24] Strategic Initiatives - The company plans to launch a wearable watch in Q3 2026 and is beta testing a connected-home hub for proactive care[8] - LogicMark is expanding distribution across healthcare, government, B2B, and consumer channels, supported by a renewed five-year GSA contract[7] - LogicMark's strategy includes moving from reactive alerting to proactive, predictive care through AI and IoT technologies[5] Other Financial Metrics - The net loss for the fourth quarter was $1.6 million, an improvement from a net loss of $3.7 million in the prior-year period[14] - Operating Loss for Q4 2025 was $(1,669,181), an improvement from $(2,194,513) in Q4 2024[27] - Interest income for Q4 2025 was $79,867, significantly higher than $26,378 in Q4 2024, showing improved financial management[27] - Total Other Income (Expense), Net for the year 2025 was $446,718, a recovery from $(1,323,068) in 2024[27] - Preferred stock dividends remained constant at $(75,000) for both Q4 2025 and Q4 2024, indicating stable dividend policy[27]

Financial Performance - Total revenue decreased by $13.7 million, or 10%, to $129.2 million in 2025 from $142.9 million in 2024, primarily due to a decrease in dispatch volumes and the divestiture of Otonomo[343]. - The company reported a non-GAAP operating loss of $267,000 in 2025, a substantial improvement from a loss of $17.201 million in 2024[327]. - Gross profit increased to $32.8 million, with a gross margin of 25% in 2025, compared to $31.6 million and a 22% margin in 2024, attributed to higher revenue per dispatch and reduced service provider costs[345]. Operating Expenses - The company generated non-GAAP operating expenses of $33.043 million in 2025, down from $48.760 million in 2024, reflecting a significant reduction[325]. - Research and development expenses decreased by $6.7 million, or 48%, to $7.2 million in 2025 from $13.9 million in 2024, reflecting operational efficiencies and reduced costs related to Otonomo[346]. - Sales and marketing expenses decreased by $3.0 million, or 50%, to $2.9 million in 2025 from $5.9 million in 2024, primarily due to reduced expenses associated with Otonomo[349]. - Operations and support expenses decreased by $3.7 million, or 27%, to $9.8 million in 2025 from $13.4 million in 2024, driven by the migration of customer support resources to lower-cost locations[351]. - General and administrative expenses decreased by $4.1 million, or 19%, to $17.2 million in 2025 from $21.3 million in 2024, due to reductions in various operational costs[353]. Cash Flow and Liquidity - The company reported a net cash used in operating activities of $7.4 million for the year ended December 31, 2025, primarily due to a net loss of $20.4 million[377]. - For the year ended December 31, 2025, net cash used in investing activities was $5.2 million, attributed to $5.0 million in investments in capitalized software[379]. - Net cash provided by financing activities for the year ended December 31, 2025, was $3.6 million, including net proceeds of $2.9 million from the issuance of common stock[382][383]. - As of December 31, 2025, the company had $5.3 million in liquid assets, with a principal debt balance of $64.4 million maturing through July 31, 2026[360]. - The company has consistently maintained a working capital deficit, with current liabilities exceeding current assets due to its business model[370]. Debt and Financing - The company amended its Structural Loan Agreement and Second Lien Loan Agreement multiple times in early 2025, extending maturity dates to March 31, 2025, and July 31, 2026[361][363]. - In February 2025, the company entered into a MidCap Credit Agreement with a commitment amount not exceeding $20.0 million, using available loans to repay the Structural Loan Agreement[362]. Customer and Market Impact - The company maintained a Customer Satisfaction Score (CSAT) of 4.6 for the year ended December 31, 2025, up from 4.5 in 2024[319]. - The company has 58 Customer Partners and over 74,300 participating Service Provider vehicle drivers in its network as of December 31, 2025[304]. - The company experienced a significant impact on revenue due to one Customer Partner, which accounted for approximately 25% of revenue in 2023, not renewing its agreement[311]. Future Outlook - The company anticipates that the merger with Otonomo Technologies Ltd. will be consummated in the first half of 2026, transitioning to a privately held entity[302]. - The company expects to continue reducing operating expenses while aligning fluctuations with targeted investments in growth[313]. - The company expects to capitalize software costs between $5.0 million and $6.0 million in 2026 for internal development and Customer Partner implementations[381]. - The company may seek additional capital through equity securities or debt financing arrangements to fund future activities[371]. - The company expressed substantial doubt about its ability to continue as a going concern due to recurring losses and negative cash flows from operations[359].

Financial Performance - Revenue for 2025 was $838.7 million, an increase from $731.6 million in 2024, but the company reported a net loss of $(130.2) million in 2025 compared to a net income of $134.8 million in 2024[79]. - The company anticipates fluctuations in revenue growth rates due to various factors, making future performance difficult to predict[79]. - Revenue is subject to seasonality, with the highest activity in the first and third quarters, primarily driven by tax services[125]. - The company may experience fluctuations in operating results due to various external factors, making future results difficult to predict[123]. - Future client preferences for alternative fee arrangements could impact revenue generation and profitability[113]. Competition and Market Position - The company faces significant competition and must adapt its services to maintain client demand, which is critical for future revenue growth[80]. - The firm may face increased competition and pricing pressures as it expands its service offerings and geographic reach[106]. - Consolidation in the professional services industry could increase competitive pressures and affect the company's market position[121]. - The company faces intense competition for talent, particularly in the accounting sector, which has led to increased recruitment costs and challenges in retaining qualified professionals[101]. Acquisitions and Growth Strategy - The company plans to acquire four Andersen member firms and a business combination with another member firm, expected to close in Q2 2026, subject to certain conditions[87]. - The company plans to expand its consulting services and enter new lines of business, which may introduce new risks and uncertainties[104]. - The company is expanding into international markets, acquiring four member firms in Africa and Latin America, and one in Canada, expected to close in Q2 2026[126]. - The company may face challenges in integrating acquisitions, which could increase costs and reduce expected benefits from such transactions[88]. Internal Controls and Compliance - The company has identified material weaknesses in its internal control over financial reporting, which could impair its ability to produce timely and accurate financial statements[78]. - The company has engaged a third-party provider to assess and improve internal control over financial reporting in preparation for compliance with Section 404[191]. - The company has taken steps to improve internal controls, including hiring additional qualified personnel and implementing new control activities[186]. - The company must develop and maintain effective internal controls over financial reporting, with compliance required under the Sarbanes-Oxley Act starting with its second Annual Report filing[199]. Risks and Challenges - There is a risk of reputational damage due to potential errors, omissions, or misconduct, which could lead to significant costs exceeding available insurance[103]. - The company faces risks from litigation, which could result in significant costs and adversely affect its reputation and operations[119]. - Economic and geopolitical volatility may cause clients to reduce or defer spending, particularly in M&A services, negatively impacting revenue[134]. - Global inflationary pressures could increase service costs, affecting competitiveness and client willingness to utilize services[137]. - The company may face challenges in accurately forecasting client demand due to ongoing economic uncertainty[136]. Client Relationships - Maintaining client relationships is crucial, as the departure of key personnel could jeopardize these relationships and lead to client loss[96]. - Client relationships are crucial, as clients can terminate engagements with little notice, leading to unexpected revenue declines[131]. - The ability to manage staffing levels effectively is critical to meeting client demand and maintaining profitability[116]. Financial Structure and Capital - The company maintains a $20.0 million revolving line of credit, which is collateralized by substantially all assets and had no uncured events of default during the year ended December 31, 2025[189]. - The company may require additional capital to support growth, which might not be available on acceptable terms[189]. - Payments under the Tax Receivable Agreement will reduce overall cash flow available for reinvestment and may be deferred if the company is unable to make them[209]. - The company estimates that payments under the Tax Receivable Agreement could total approximately $694.9 million over the next 15 years, with annual payments ranging from $39.4 million to $70.2 million[208]. Technology and Innovation - Rapid technological changes, including AI adoption, could significantly impact the company's competitive position and client relationships, potentially reducing demand for its services[159]. - The company plans to integrate generative AI into its business to remain competitive, requiring significant investments in AI capabilities[162]. - Cybersecurity threats are evolving and becoming more sophisticated, increasing the difficulty and cost of maintaining effective security measures[173]. Stock and Shareholder Matters - The dual-class structure of the common stock concentrates approximately 98.7% of the voting power with Aggregator, limiting shareholder influence on corporate matters[83]. - The company qualifies as a "controlled company" under NYSE rules, which may limit stockholder protections and affect the attractiveness of Class A common stock[237]. - The market price of Class A common stock could be volatile, influenced by actual operating results, analyst coverage, and financial projections[225]. - The company does not currently intend to pay dividends on its Class A common stock, and has never declared or paid cash dividends[245].

Financial Performance and Profitability - The company currently does not generate revenue from product sales and may never become profitable unless it can raise more capital through additional financings[25]. - The company has not paid dividends in the past and does not expect to pay dividends in the future, limiting returns on investment to the value of its shares[71]. - The company currently does not generate revenue from product sales and may never become profitable without raising more capital[92]. Drug Development and Regulatory Challenges - The preclinical development process is long, expensive, and uncertain, with the possibility of terminating one or more current preclinical development programs[25]. - The regulatory approval processes for the company's drug candidates are lengthy and inherently unpredictable, which could substantially harm the business if approvals are not obtained[29]. - The average cost of launching a new drug is estimated to approach $2.6 billion and can take around 12 years to reach the market[95]. - Approximately 86.2% of drug candidates entering phase 1 trials fail to achieve drug approval[95]. - Only about 20% of approved new drugs generate revenues that exceed the average R&D investment[95]. - None of the company's drug candidates has been approved for marketing in the U.S., Europe, or the PRC[92]. - Clinical trials can fail at any stage, and results from earlier studies may not predict future outcomes[106]. - Regulatory approvals for drug candidates are contingent on successful clinical trials demonstrating safety and efficacy[108]. - Delays in clinical trials can increase drug development costs and may prevent the company from receiving regulatory approval or commercializing drug candidates[111]. - The time required to obtain regulatory approval is unpredictable and typically takes many years, influenced by various factors including regulatory discretion[116]. - The company has not obtained regulatory approval for any drug candidates, and there is no guarantee that future candidates will receive approval[117]. - Significant clinical trial delays could allow competitors to bring products to market before the company, impairing its ability to commercialize drugs[115]. - Regulatory authorities may require additional studies or data, which could delay approval and commercialization plans[119]. - Adverse events from drug candidates could lead to trial interruptions, more restrictive labels, or denial of regulatory approval[127]. - Ongoing regulatory obligations will result in significant additional expenses and potential penalties for non-compliance if drug candidates are approved[129]. - The company may face challenges in completing clinical trials on schedule due to funding limitations and regulatory requirements[121]. - The company is required to comply with extensive regulatory requirements from authorities such as the FDA, NMPA, and EMA, which includes adherence to cGMP regulations[130]. - Regulatory approvals for the company's drug candidates may come with limitations on indicated uses and requirements for costly post-marketing testing, including Phase 4 clinical trials[131]. - The FDA may impose sanctions such as fines, product recalls, or withdrawal of approvals if compliance with regulatory standards is not maintained[137]. Intellectual Property Risks - The company has significant risks related to its intellectual property, including pending patent applications that may not be issued, which could adversely affect its business[37]. - The success of the company's drug candidates is heavily dependent on obtaining and maintaining patent protection, as failure to do so could adversely affect commercialization efforts[147]. - The company has filed patent applications in major jurisdictions, including the U.S. and EPO, but the outcome of these applications is uncertain[149]. - The company may seek patent term extensions to prolong patent protection, but this process is complex and resource-intensive[150]. - The company must navigate potential legal challenges to its patents, which could result in increased litigation costs estimated between $2.3 million to $4.0 million[153]. - The validity and enforceability of the company's patents are uncertain, which could limit its ability to prevent others from commercializing competitive technologies[156]. - The company may not be able to protect its intellectual property (IP) rights globally, impacting its commercial success[157]. - Legal costs associated with filing and defending patents could be prohibitively expensive, especially in jurisdictions with less extensive IP protection[158]. - The company has not yet enforced any issued patents, which could lead to substantial costs and divert focus from other business aspects[164]. - Litigation to protect IP rights may be necessary, but it could be costly and time-consuming, potentially harming the company's financial results[167]. - The company may face challenges regarding the inventorship of its patents, which could lead to litigation and loss of exclusive rights[170]. - If the company is sued for infringing on others' IP rights, it could face significant costs and delays in drug development[171]. - The company may need to obtain licenses from other parties to continue developing its drug candidates, which may not be available on commercially reasonable terms[173]. - The risk of competitors circumventing the company's patents by developing non-infringing alternatives remains a concern[155]. - Litigation or legal proceedings related to IP claims may lead to significant expenses and distract management, potentially increasing operating losses and reducing resources for development activities[174]. - Patent applications covering similar products may exist without the company's knowledge, resulting in lost time and money, as well as potential litigation[176]. - Compliance with various procedural and fee payment requirements is essential to maintain patent protection; non-compliance could lead to abandonment or lapse of patents[177]. - The term of issued patents is generally 20 years from the earliest filing date, with potential extensions under the Hatch-Waxman Amendments, but extensions cannot exceed 14 years from FDA drug approval[178]. - Changes in U.S. patent law could diminish the value of patents, impacting the company's ability to protect its drug and diagnostics technology candidates[180]. - The America Invents Act has introduced new procedures for challenging patent validity, making it easier for competitors to invalidate patents[181]. - The company relies on trade secrets to maintain its competitive position, but breaches of confidentiality agreements could harm its business[182]. - The company may face claims regarding the wrongful use of trade secrets from former employers of its employees, which could lead to litigation and loss of IP rights[183]. Operational and Management Challenges - The company may face difficulties in managing growth as it seeks to increase the size and capabilities of its organization[49]. - The company has only 2 full-time employees, indicating a need for significant growth in personnel to manage operations effectively[207]. - The company is shifting to an outsourcing model for key functions, which introduces dependencies on third-party vendors and associated risks[208]. - Future financial performance will depend on the company's ability to manage growth and maintain effective operational controls[210]. - The company intends to seek strategic alliances or acquisitions to enhance development efforts, but these may incur additional costs and complexities[213]. - There is significant competition in establishing strategic partnerships, which may be time-consuming and complex[214]. - The company is highly dependent on its Chief Executive Officer and key personnel, with potential risks associated with their retention and recruitment[202]. - Collaborations may face significant risks, including collaborators' discretion in resource allocation and potential delays in clinical trials[215]. - Failure to secure collaborations could lead to curtailed development programs and increased expenditures for commercialization activities[216]. - Insufficient funds or expertise may hinder the company's ability to develop and commercialize drug and diagnostics technology candidates[217]. - The company is exposed to risks of misconduct by employees and partners, which could lead to non-compliance with regulatory standards[218]. Manufacturing and Quality Control Risks - Manufacturing drug candidates in commercial quantities is complex and may require significant capital investment, with the company planning to contract outside manufacturers for clinical supplies[194]. - The company faces risks related to quality control and regulatory compliance with contract manufacturers, which could delay clinical trials or affect commercialization[195]. - The company does not maintain insurance for environmental liability or toxic tort claims, which could lead to substantial costs if violations occur[201].