Financial Performance - The Company reported a net loss of $21,056 for the year ended December 31, 2025, primarily due to general and administrative expenses [94]. - The Company has not yet commenced any operations and does not expect to generate operating revenues until after the completion of its Business Combination [80]. Cash and Funding - As of December 31, 2025, the Company held a cash balance of $37,181, funded by $10,000 from the Sponsor for Founder Shares and a $150,000 loan from the Sponsor [95]. - The Promissory Notes issued to the Sponsor have an outstanding amount of $150,000 as of December 31, 2025, and are noninterest bearing [105]. - The Company did not have any cash equivalents as of December 31, 2025 [114]. Proposed Offering - The Proposed Offering consists of 20,000,000 units at $10.00 per unit, with a potential increase to 23,000,000 units if the underwriters' over-allotment option is fully exercised [81]. - The Company intends to list the Units on Nasdaq and will apply substantially all net proceeds toward consummating a Business Combination [82]. - The Company has until 24 months from the closing of the Proposed Offering to complete a Business Combination, or it will redeem 100% of the outstanding Public Shares [90]. - The Initial Shareholders collectively own 20% of the Company's issued and outstanding shares after the Proposed Offering, assuming no Public Shares are purchased [103]. - Deferred offering costs will be charged to shareholders' equity upon completion of the Proposed Offering [115]. Agreements and Services - The Company intends to enter into an Administrative Services Agreement with the Sponsor for a monthly fee of $15,000 upon closing of the Proposed Offering [106]. - The Sponsor has agreed to cover any claims that reduce the Trust Account below $10.00 per share, except for certain third-party claims [92]. Tax and Compliance - There were no unrecognized tax benefits as of December 31, 2025, and no amounts accrued for interest and penalties [117]. - The Company is subject to income tax examinations by major taxing authorities since inception, with a year-end of December 31 [117]. - The Company complies with ASC Topic 740 for income tax accounting and reporting [116]. Financial Instruments and Accounting - The fair value of the Company's financial instruments approximates the carrying amounts represented in the balance sheets due to their short-term nature [120]. - The Company is classified as an "emerging growth company" and has elected not to opt out of the extended transition period for new accounting standards [110]. - The Company does not expect any recently issued accounting pronouncements to have a material effect on its financial statements [121]. - The Company has no off-balance sheet arrangements as of December 31, 2025 [97].

Financial Performance - LanzaTech reported fourth-quarter 2025 revenue of $28.0 million, a 133% increase from $12.0 million in the fourth quarter of 2024, and full-year revenue of $55.8 million, up from $49.6 million in 2024[5]. - The company's net loss for the fourth quarter of 2025 was $0.1 million, significantly improved from a net loss of $27.0 million in the fourth quarter of 2024, while the full-year net loss decreased to $49.0 million from $137.7 million[10]. - Adjusted EBITDA for the fourth quarter of 2025 was $2.4 million, compared to a loss of $21.2 million in the fourth quarter of 2024, with a full-year adjusted EBITDA loss of $71.3 million, an improvement from a loss of $88.2 million in 2024[14]. - Total revenues for the year ended December 31, 2025, increased to $55,845,000, up 12.7% from $49,592,000 in 2024[29]. - The company reported a net loss of $48,951,000 for the year ended December 31, 2025, compared to a net loss of $137,731,000 in 2024, indicating a significant improvement[30]. - The company reported a comprehensive loss of $48,900,000 for the year ended December 31, 2025, compared to a comprehensive loss of $138,703,000 in 2024, indicating improved financial performance[30]. Cash and Assets - The company had $17.1 million in total cash and restricted cash as of December 31, 2025, down from $58.1 million at the end of 2024, reflecting cash used for operations and limited new funding inflows[15]. - Cash and cash equivalents decreased to $17,051,000 as of December 31, 2025, down from $45,737,000 at the end of 2024[34]. - Total assets decreased to $100,207,000 as of December 31, 2025, from $174,683,000 in 2024, reflecting a reduction in current and non-current assets[26]. - Total liabilities decreased to $90,930,000 as of December 31, 2025, down from $161,236,000 in 2024, showing a reduction in financial obligations[25]. Operating Expenses - Operating expenses for the full year 2025 decreased by 21% year-over-year to $104.5 million, with fourth-quarter operating expenses down 45% to $18.3 million, reflecting cost optimization initiatives[4]. - Research and development expenses for the year ended December 31, 2025, were $53,184,000, a decrease from $77,007,000 in 2024, indicating a strategic shift in R&D spending[29]. Revenue Streams - CarbonSmart revenue for the fourth quarter of 2025 was $3.6 million, a slight decrease from $3.9 million in the fourth quarter of 2024, attributed to lower sales volume[11]. - Engineering and other services revenue increased to $8.5 million in the fourth quarter of 2025, up from $5.3 million in the same period of 2024, due to new project engagements[11]. - The company achieved $7,428,000 in revenues from contracts with customers and grants for Q4 2025, compared to $5,311,000 in Q4 2024, representing a 40% increase[29]. Grants and Investments - The company secured a €40 million grant from the European Union's Innovation Fund to support carbon capture and utilization projects, awarded in November 2025[4]. - LanzaTech's ownership interest in LanzaJet was reduced to approximately 46% following a $47 million capital raise at a $650 million pre-money valuation[4]. - The company raised $15,050,000 from the issuance of preferred stock during the year, contributing to its financing activities[34]. Shareholder Information - The weighted-average number of common shares outstanding for the year ended December 31, 2025, was 2,197,935, reflecting a reverse stock split effective August 18, 2025[30]. Other Financial Metrics - For the three months ended December 31, 2025, the net loss was $84 million, compared to a net loss of $26.993 billion for the same period in 2024[38]. - Adjusted EBITDA for the three months ended December 31, 2025, was $2.395 million, a significant improvement from the adjusted EBITDA of $(21.231) million in the same period of 2024[38]. - The company reported a loss from equity method investees of $2.529 million for the three months ended December 31, 2025, compared to a loss of $6.299 million for the same period in 2024[38]. - Depreciation expenses for the three months ended December 31, 2025, were $1.367 million, up from $1.278 million in the same period of 2024[38]. - Stock-based compensation expense for the three months ended December 31, 2025, was $1.256 million, compared to $6.191 million in the same period of 2024[38]. - Interest income, net, for the three months ended December 31, 2025, was $(273) million, an improvement from $(710) million in the same period of 2024[38]. - The company experienced a change in fair value of the Amended Brookfield Loan, resulting in a loss of $2.4 million for the three months ended December 31, 2025[38]. - The loss on Brookfield SAFE extinguishment was recorded as $0 for the three months ended December 31, 2025, compared to a loss of $6.216 million in 2024[38]. - The change in fair value of the FPA Put Option and Fixed Maturity Consideration liabilities was $0 for the three months ended December 31, 2025[38]. - The company reported a change in fair value of the Convertible Note and related transaction costs of $(7.296) million for the three months ended December 31, 2025[38].

LanzaTech Reports Fourth Quarter and Fiscal Year 2025 Financial Results Continued Focus on Operational Execution and Strategic Transformation SKOKIE, IL., March 31, 2026 – LanzaTech Global, Inc. (NASDAQ: LNZA) ("LanzaTech" or the "Company"), a carbon management solutions company, today reported its financial and operating results for the fourth quarter and fiscal year ended December 31, 2025. Key Highlights: See "Non-GAAP Financial Measures" and "Reconciliation of Net Loss to Adjusted EBITDA" sections herei ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Nevada þ 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 95-3885184 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ______ (State or other jurisdiction of incorporation or organization) 189 Second Avenue, Suite 2S Commission File No. 1-8625 (I.R.S. Employer Ide ...

Cinema Industry Performance - The global cinema industry box office was relatively flat for 2025 compared to 2024, but the company remains optimistic due to a strong film slate through the end of 2026[20]. - The box office performance improved in April 2025, supported by releases such as A Minecraft Movie ($961 million) and Lilo & Stitch ($1.0 billion)[27]. - Approximately 58% of the company's 2025 cinema revenue is derived from total box office receipts[48]. - The company generated gross revenues of $106.4 million (52%) in the United States, $85.1 million (42%) in Australia, and $11.6 million (6%) in New Zealand for 2025, showing a slight decrease from 2024 due to a weaker film slate[94]. - Anticipated movie releases in 2026 include titles like "The Super Mario Galaxy Movie" and "Toy Story 5," expected to boost theatrical activity[196]. Financial Performance and Debt Management - The company has monetized real estate assets generating $197.5 million in net cash between 2021 and 2025, reducing debt by $99.9 million and investing $32.4 million in capital improvements[29]. - Approximately $114.1 million of the company's debt will mature over the next twenty-four months, requiring refinancing[143]. - The company has substantial short- to medium-term debt, historically financed through relatively short-term debt, with no assurances of favorable refinancing terms[151]. - Cash and cash equivalents stood at $10.5 million as of December 31, 2025, with total worldwide non-current assets of $413.2 million[93]. - The average cost of borrowing increased from 4.0% in 2019 to 7.8% in 2025 due to rising interest rates, significantly impacting liquidity[189]. Real Estate and Asset Management - The company sold its Wellington, New Zealand properties for $21.5 million (NZ$38.0 million) and its Cannon Park properties in Townsville, Queensland for $20.7 million (AU$32.0 million) in 2025[30]. - The company has monetized nine properties, generating $197.5 million in net cash to reduce debt and support operations[39]. - The company sold its properties in Wellington, New Zealand for NZ$38.0 million and retained a long-term lease for the cinema component[85]. - The company sold its Cannon Park ETC in Townsville, Australia for AU$32.0 million while retaining a long-term lease of the cinema component[86]. - The company has retained Newmark Retail LLC as the exclusive leasing broker for its 44 Union Square property in New York City, indicating a focus on improving leasing strategies[193]. Operational Challenges and Market Conditions - The company faced elevated cost pressures post-pandemic, including increased labor expenses and higher costs for goods, utilities, and insurance[22]. - Increased competition from in-home entertainment options, including streaming services, has pressured the company to enhance its offerings and may require substantial capital investments[117]. - The company experienced disruptions in film production due to the Hollywood strikes in 2023, which affected the supply of films and may lead to delays in scheduled releases[116]. - Supply chain disruptions are anticipated to continue affecting the availability and cost of essential products, which could negatively impact operations[119]. - Attendance at cinemas and live theatres is vulnerable to economic downturns, as these are considered luxury expenditures[127]. Customer Experience and Engagement - The company achieved record food and beverage spend per guest across its circuit, with alcohol now available at all domestic U.S. locations and most theatres in Australia and New Zealand[25]. - Food and beverage sales accounted for approximately 34% of total 2025 cinema revenue, with a focus on enhancing F&B options[50]. - The company has transitioned to a new loyalty program, Reading Rewards, which has seen over 182,000 memberships as of December 2025, reflecting a 22% increase from December 2024[66]. - Food and Beverage Spend Per Patron (F&B SPP) in the United States increased by 6.4% year-over-year, reaching $8.64 in 2025[203]. - Average Ticket Price (ATP) in Australia rose by 15.4% year-over-year, reaching $15.86 in 2025[205]. Strategic Initiatives and Future Outlook - The company continues to seek expansion opportunities for its specialty theater portfolio in the U.S., Australia, and New Zealand[35]. - The company plans to continue evaluating assets for future monetization to meet liquidity needs for 2026 and 2027[192]. - The company is actively refining its programming and marketing strategies to adapt to evolving consumer behavior in response to increased competition from streaming services[65]. - The Reading Viaduct in Philadelphia represents a substantial long-term opportunity for the company, with potential for sale, lease, or joint venture[81]. - The company is negotiating a lease for a new state-of-the-art cinema in Noosa, Queensland, Australia, as part of its expansion strategy[212]. Environmental and Regulatory Considerations - The company has transitioned to using commercially compostable materials in theaters in Australia and New Zealand, including bamboo cutlery and paper straws[104]. - Legislative initiatives related to climate change may lead to increased operating costs and compliance challenges for the company[142]. - The company is exposed to risks associated with environmental laws and regulations, which could adversely affect its operations and financial results[139]. Corporate Governance and Management - Margaret Cotter controls 69% of the outstanding Class B stock, allowing her to unilaterally elect or remove all Board members and influence significant corporate decisions[157]. - Management teams oversee operations in Los Angeles, Manhattan, Melbourne, and Wellington, ensuring consistent operational strategies across jurisdictions[52]. - The company has implemented a cybersecurity program to address threats, utilizing industry-accepted security protocols and third-party cybersecurity firms for audits and assessments[165][166]. - The company has not experienced any cybersecurity incidents that materially affected its operations[168].

Token Supply and Market Capitalization - As of March 26, 2026, TAO's circulating supply was approximately 10.8 million tokens with a market capitalization of approximately $3.62 billion[24]. - The first halving of TAO occurred on December 15, 2025, when total issuance reached 10.5 million TAO, reducing the per-block emission rate from 1 TAO to 0.5 TAO[24]. - Approximately 88% of the company's treasury holdings were invested in TAO as of September 10, 2025[32]. - The company aims to allocate between 75% and 100% of its excess cash to the purchase of TAO, depending on market conditions and liquidity needs[30]. - The company has not established a specific target amount of TAO to hold, viewing its holdings as long-term investments[32]. Staking and Treasury Strategy - The staking program involves staking TAO tokens through two providers, tao5 and Yuma, with at least 90% of TAO required to be delegated to a Yuma validator for 18 months[34]. - The cryptocurrency treasury strategy was launched in June 2025, focusing on staking TAO for revenue generation and capital appreciation[22]. - The company has not monetized any TAO to date, with all TAO staked as soon as trade settlement permits[33]. Strategic Initiatives and Collaborations - The company has formed a Special Committee to explore strategic opportunities, including promising drug development platforms and new technologies[21]. - The Company entered into a Custodial Services Agreement with BitGo Bank and Trust for a six-month term, with automatic renewals, to manage TAO tokens in segregated custodial accounts[42]. - A Master Purchase Agreement was established with BitGo Prime LLC to facilitate digital asset trading, ensuring that the Company's TAO assets remain under the Custodian's custody throughout transactions[43][44]. - The Company launched The TAO Daily on September 22, 2025, a media platform aimed at providing insights and transparency into the Bittensor ecosystem[45]. - The Company engaged James Altucher for consulting services, issuing warrants for 1,200,000 shares of Common Stock at various exercise prices ranging from $4.00 to $12.00[46][47]. - A consulting agreement with Joseph Jacks was established, including warrants for 100,000 shares at an exercise price of $8.40[49]. Clinical Trials and Drug Development - Neurotrope reported that the 20 µg dose of Bryostatin-1 showed a net improvement of 2.6 in the SIB score for the Completer population compared to placebo[53]. - The confirmatory Phase 2 clinical trial for Bryostatin-1 did not achieve statistical significance on the primary endpoint, with an average increase in SIB total score of 1.3 points for the treatment group[59][60]. - An extended confirmatory Phase 2 study of Bryostatin-1 did not achieve statistical significance on the primary endpoint, with an average increase of 1.4 points for the treatment group at week 28[65]. - The Company received a $2.7 million award from the National Institutes of Health to support an additional Phase 2 clinical study focused on moderate AD patients[63]. - The Company is exploring the development of technology platforms for treating neurodegenerative disorders based on licensed technologies[66]. - The Company has incurred approximately $100,000 in expenses related to the collaboration with Nemours for the clinical trial of Bryostatin-1 as of December 31, 2025, with total estimated trial costs of around $2.0 million[67]. - The FDA has placed the IND development for Bryostatin-1 on clinical hold pending further analytics, affecting the advancement plans for Fragile X development[68]. - BryoLogyx has agreed to pay the Company 2% of gross revenue from bryostatin product sales, capped at $1 million, as part of the transfer agreement for the CRADA and IND application[69]. - The collaboration with the Cleveland Clinic for a Phase 1 trial of Bryostatin-1 in Multiple Sclerosis has incurred costs of approximately $528,000 as of December 31, 2025, with total estimated costs of around $2.0 million[70]. - The agreement with the Cleveland Clinic was terminated in December 2024 due to slow enrollment in the Phase 1 trial, as part of actions to reduce cash burn[71]. Market and Regulatory Environment - The Alzheimer's Association estimates that over 50 million people worldwide had Alzheimer's Disease (AD) or other forms of dementia in 2025, with 6.9 million in the U.S. alone, 73% of whom are over 75 years old[78]. - The global sales of major prescription drugs for AD, which have limited efficacy, were approximately $2.8 billion in 2022 and are projected to grow to about $6.8 billion by 2032, reflecting a compounded annual growth rate of 9.3%[82]. - Bryostatin-1 has shown potential in promoting the growth of new synapses and preserving existing ones in preclinical studies, indicating its therapeutic promise for AD[92]. - Activation of PKC ε is believed to restore synaptic function and prevent neuronal death, which may improve cognitive function in AD patients[90]. - The Company’s therapeutic strategy focuses on synaptic restoration and prevention of neuronal death, diverging from conventional approaches targeting amyloid plaques[75]. - The company has licensed biomedical research from CRE, focusing on new methods and drug prototypes aimed at stimulating synaptic restoration, with potential applications in Alzheimer's disease (AD) and other degenerative disorders[100]. - The company has developed a new family of polyunsaturated fatty acid (PUFA) analogs that effectively activate PKC ε, showing neuroregeneration efficacy comparable to or potentially superior to bryostatin[101][115]. Financial Obligations and Royalties - The estimated cost to initiate and produce sufficient quantities of synthetic bryostatin is approximately $1.5 million[105]. - The company is obligated to pay Stanford a 3% royalty on net sales of licensed products and milestone payments of up to $3.7 million based on product development stages[103]. - The company has paid approximately $210,000 to Mount Sinai, consisting of licensing fees and development costs, with no royalties or milestone payments required as of December 31, 2025[109]. - The company has entered into a material transfer agreement with the NCI to provide bryostatin for pre-clinical research and planned Phase 2 clinical trials[113]. - The company has demonstrated that bryostatin is a potent activator of PKC ε at lower doses than those used in previous cancer trials, indicating potential efficacy in treating AD[112]. - The company is evaluating production alternatives for synthetic bryostatin and is in full compliance with the revised licensing agreement with Stanford[104][105]. - The company has the right to acquire other development stage products that align with its commercialization strategy[116]. - The company has established a joint ownership of data generated under the CRE License, which may be used for commercial purposes following the termination of the license[122]. - The company has not yet completed a Series B Preferred Stock financing exceeding $25 million, which would trigger a fixed research fee of $1 million[123]. - An aggregate of approximately $348,000 was paid to CRE as an advance royalty payment following previous Series B private placements, which will offset future royalty obligations[124]. - The current royalty rate payable to CRE is 5% of revenues generated from licensed patents, based on the current ownership percentage of Neuroscience Research Ventures, Inc.[123]. Intellectual Property and Regulatory Compliance - The company has licensed an extensive intellectual property portfolio from CRE, including issued patents and pending applications related to key pharmaceutical markets[125]. - There are no known patent conflicts that could hinder the commercialization of PKC ε activators for cognition and memory disorders[130]. - The company has filed multiple patent families directed to methods of treatment and formulations with PKC activators, including bryostatin, in various countries[131]. - The FDA's approval process for new drugs includes rigorous preclinical testing and clinical trials to demonstrate safety and efficacy[136]. - Clinical trials are conducted in four phases, with Phase 3 involving expanded patient populations to evaluate efficacy and safety for approval[142]. - The submission of New Drug Applications (NDAs) is subject to substantial user fees, which typically increase annually[145]. - The company relies on trademarks, trade secrets, and technological innovation to maintain its competitive position in the market[134]. - The FDA performs an administrative review on each submitted NDA within 45 to 60 days, with a substantive review goal of six months for priority NDAs and 10 months for regular NDAs[146]. - The FDA may issue a complete response letter outlining deficiencies in the submission, which may require substantial additional testing or information for reconsideration[152]. - The FDA has established a five-year non-patent data exclusivity period for new drugs containing a new chemical entity, delaying ANDA or 505(b)(2) NDA submissions until expiration[167]. - The FDA may require a Risk Evaluation and Mitigation Strategy (REMS) as a condition of approval, which can materially affect the potential market and profitability of a product[153]. - Drugs approved by the FDA are subject to ongoing regulation, including requirements for recordkeeping, periodic reporting, and compliance with current Good Manufacturing Practices (cGMP)[156]. - The FDA's approval may be limited to specific indications, patient populations, and dosages, and may impose conditions that restrict commercial applications[151]. - The FDA may withdraw approval if compliance with regulatory requirements is not maintained or if new safety risks are identified post-market[158]. - The FDA's designation of therapeutic equivalence for generic drugs allows substitution without the knowledge of prescribing physicians or patients[165]. - The FDA's review process can be significantly extended by requests for additional information, which may delay market entry[151]. - The FDA strictly regulates marketing and promotion of drugs, prohibiting off-label promotion and imposing significant liabilities for violations[159]. Market Challenges and Legislative Environment - The company may be eligible for a patent term extension of up to five years under the Hatch-Waxman Act for new drug products, with the restoration period typically being one-half the time between the IND effective date and NDA submission date, plus the time from NDA submission to approval[169]. - Pediatric exclusivity can grant an additional six-month marketing exclusivity if the FDA determines that pediatric studies may provide health benefits, extending the regulatory period during which the FDA cannot approve another application[170]. - Compliance with foreign regulatory requirements is crucial, as failure to do so may result in fines, suspension of clinical trials, or withdrawal of regulatory approvals[172]. - The company must adhere to various U.S. federal and state laws regarding healthcare fraud and abuse, including the Anti-Kickback Statute and the Stark Law, with violations leading to severe penalties[174][176]. - Legislative changes under the Affordable Care Act (ACA) have increased Medicaid rebates and imposed mandatory discounts for Medicare beneficiaries, affecting pricing strategies for drug products[181]. - The Inflation Reduction Act of 2022 requires manufacturers to pay rebates if drug prices increase faster than inflation and allows CMS to negotiate drug prices, potentially decreasing revenue for selected drugs[186]. - The company faces heightened scrutiny over drug pricing, with ongoing Congressional inquiries and proposed legislation aimed at increasing transparency and regulating pricing practices[185]. - The CREATES Act allows generic and biosimilar developers to sue brand manufacturers for access to necessary samples, addressing delays in market entry for these products[185]. - Future healthcare reforms may materially impact the ability to profitably sell approved products, with potential changes to FDA operations and regulatory approvals[179]. - The company must navigate complex state and foreign laws regarding the privacy and security of health information, which may differ significantly and complicate compliance efforts[178]. - Individual states are increasingly implementing regulations to control pharmaceutical pricing, including price limits and transparency measures, which may impact product demand and pricing[188]. - The Colorado Prescription Drug Affordability Board announced an affordability review for five prescription drugs in August 2023, reflecting ongoing state-level efforts to regulate drug pricing[188]. - Future healthcare reforms may lead to more rigorous coverage criteria and downward pressure on drug prices, potentially affecting revenue from product candidates[190]. - Legislative proposals aimed at broadening healthcare access and containing costs may hinder revenue generation and profitability for the company[191]. Company Structure and Operations - The company believes it is the only entity pursuing PKC ε activation for treating Alzheimer's Disease, with no direct competitors currently in this field[192]. - As of the latest report, the company has four full-time personnel and one part-time consultant, indicating a lean operational structure[193]. - The company’s corporate headquarters is located in New York, with a lease expiring on June 30, 2026, at a cost of approximately $6,300 per month[195]. - There are no ongoing legal proceedings against the company, indicating a stable legal standing[196]. - The company was incorporated in Delaware in 2012 and underwent a structural separation from Neurotrope in December 2020[197]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[572].

Revenue Growth - Fourth Quarter 2025 revenue was $30.0 million, a significant increase from $17.8 million in the same quarter of 2024, representing a year-over-year growth of 68.5%[7] - Full Year 2025 revenue reached $104.5 million, up from $92.9 million in 2024, marking a year-over-year increase of 12.9%[7] Profitability and Loss - Adjusted EBITDA loss for Q4 2025 was $10.0 million, compared to a loss of $24.2 million in Q4 2024, indicating improved operational efficiency[7] - The company reported a net loss of $17.9 million for Q4 2025, a decrease from a net loss of $25.0 million in Q4 2024[7] - Net loss for the twelve months ended December 31, 2025, was $70,408,000, compared to a net loss of $46,790,000 in 2024, representing a 50.6% increase in losses[22] User Engagement - Paying monthly active users (PMAUs) remained stable at 141,000 for both Q4 2025 and Q4 2024, indicating consistent user engagement[7] - Paying monthly active users (PMAUs) increased from 118,000 in 2024 to 141,000 in 2025, a growth of 19.5%[28] Monetization Strategies - Average revenue per PMAU (ARPPU) increased to $71.1 in Q4 2025 from $61.7 in Q4 2024, reflecting enhanced monetization strategies[7] - Average revenue per PMAU (ARPPU) increased from $61.7 in 2024 to $71.1 in 2025, an increase of 15.6%[28] - Average revenue per MAU (ARPU) increased from $9.6 in 2024 to $13.2 in 2025, a growth of 37.5%[28] Financial Position - Cash and cash equivalents stood at $195 million as of December 31, 2025, providing a solid liquidity position for future investments[5] - Cash and cash equivalents decreased from $271,923,000 in 2024 to $194,513,000 in 2025, a reduction of 28.5%[22] - Total outstanding debt was reported at $129.7 million as of December 31, 2025, indicating a manageable debt level relative to cash reserves[7] - Total current liabilities rose significantly from $65,907,000 in 2024 to $180,711,000 in 2025, an increase of 174.5%[20] Operational Efficiency - The AI ad-tech segment, RZR, achieved positive Adjusted EBITDA for the full year, showcasing the effectiveness of its platform and operational discipline[5] - The company is focused on optimizing its capital structure to move towards sustained profitability and long-term value creation[5] - Stock-based compensation for the twelve months ended December 31, 2025, was $19,580,000, down from $30,015,000 in 2024, a decrease of 34.8%[24] Asset Management - Total assets decreased from $374,268,000 in 2024 to $293,455,000 in 2025, a decline of approximately 21.6%[20] - Non-GAAP research and development expenses for the twelve months ended December 31, 2025, were $19,448,000, compared to $15,906,000 in 2024, an increase of 22.8%[26]

V2G Technology and Market Potential - Nuvve Holding Corp. has developed a proprietary vehicle-to-grid (V2G) technology that integrates electric vehicle (EV) batteries into a virtual power plant, enhancing grid resilience and supporting clean energy transition [20]. - The estimated addressable energy and capacity markets for targeted grid services range from $3 billion to $250 billion per year, indicating significant revenue potential for V2G solutions [67]. - The GIVe platform has generated approximately $2,600 per car per year in market revenue on average from V2G services in Denmark, showcasing its effectiveness in frequency regulation [36]. - The company expects significant market opportunities for its V2G solutions as fleet EVs begin to arrive in larger volumes in the coming years [86]. - The company is focused on developing V2G technology to improve grid resiliency and reduce the need for costly grid upgrades [136]. EV Market Growth and Infrastructure - Global EV sales are projected to reach nearly 22 million passenger EVs in 2025, a 25% increase from 2024, highlighting the growing market for electrification [51]. - More than 13 million public chargers will need to be deployed globally by 2030 to support the forecasted EV growth, with capital investments estimated between $150-200 billion [52]. - The electrification of school buses is projected to grow significantly in the next 2 to 5 years, with 95% of the current school bus fleet being diesel and an average age of over 11 years [76]. Business Strategy and Partnerships - Nuvve's strategy includes diversifying its offerings across various segments and geographies, focusing on partnerships in North America, Europe, and Asia [73]. - The company has established strategic partnerships, such as with Dreev, to commercialize its technology and services across multiple territories [77]. - The company plans to pursue strategic acquisitions to enhance its market position and accelerate the adoption of its GIVe software platform [87]. Research and Development - The company has invested significantly in research and development for its GIVe software platform and V2G technology, emphasizing the importance of these activities for maintaining its leadership position [99]. - The company holds thirteen issued U.S. patents and various foreign applications related to V2G and V1G EV charging functionalities, which are crucial for its competitive position [102]. - The company is focused on expanding its V2G technology and services to enhance the capabilities of its software platform [99]. Financial Performance and Challenges - The company incurred operating losses of approximately $32.2 million and $20.5 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of approximately $196.4 million as of December 31, 2025 [152]. - The company has not yet achieved profitability and anticipates ongoing substantial losses for the foreseeable future [151]. - The company expects to continue incurring significant costs, particularly in research and development and commercialization related to its GIVe platform, impacting short-term profitability [152]. Competitive Landscape - The company operates in a highly competitive EV charging equipment market, competing with platforms that lack bi-directional capabilities [126]. - The company faces competition from various charge point operators, with expectations of increased competition as the EV charging market develops [163]. - The V2G platform offers customers lower total costs of EV ownership, but competition is developing among fleet managers [164]. Intellectual Property and Innovation - The company holds key patents for V2G technology, providing a competitive advantage in the market [129]. - The company plans to regularly assess opportunities for patent protection to maintain a competitive advantage [116]. - The company may encounter difficulties in obtaining necessary third-party intellectual property rights on reasonable terms, which could affect product development and market competitiveness [217]. Operational Risks and Management - The company operates through joint ventures and other entities, which may expose it to financial, legal, and operational risks [143]. - The company emphasizes the importance of effective management of growth to avoid operational difficulties and declines in customer satisfaction [157]. - Management has limited experience in operating a public company, which may hinder effective management and growth due to increased regulatory obligations [185]. Market and Regulatory Risks - The demand for electric vehicles (EVs) may be adversely affected by technological improvements in internal combustion engines and alternative fuels [187][188]. - Changes in fuel economy standards and government regulations may diminish the demand for EVs and related products [192]. - The EV market relies on government incentives, and any reduction or elimination of these benefits could adversely affect demand for EVs and charging stations [198].

Financial Performance - Net revenues for the fiscal year ending December 31, 2025, were $3.04 million, a decrease of $1.65 million or 35% from $4.69 million in 2024[127]. - Gross profit declined by $0.45 million, representing an 82% decrease to $0.10 million for 2025 compared to $0.56 million for 2024[129]. - Net loss increased by $19.65 million or 268% to $26.98 million for 2025, compared to a net loss of $7.33 million in 2024[133]. Cost Management - Cost of revenues decreased by $1.20 million or 29%, from approximately $4.14 million in 2024 to $2.94 million in 2025[128]. - General and administrative expenses increased by $14.58 million to $17.64 million in 2025, primarily due to the issuance of 6,950,000 shares of common stock[131]. Cash Flow - Net cash used in operating activities was $1.79 million in 2025, compared to $0.81 million provided in 2024[140]. - Net cash provided by financing activities was $1.74 million in 2025, compared to net cash used of $0.84 million in 2024[142]. - As of December 31, 2025, the company had cash and restricted cash of $118,956, down from $180,335 in 2024[135]. Financial Ratios and Impairments - The debt to assets ratio increased to 121.3% as of December 31, 2025, from 54.0% in 2024[135]. - The company recognized an impairment charge of approximately $130,000 during the year ended December 31, 2025[144].

Business Operations - Binah Capital Group operates a national wealth management platform with over 1,600 registered individuals in the financial services industry[20]. - The company has completed a Business Combination, merging with Kingswood Acquisition Corp and Wentworth Management Services, enhancing its operational scale[18]. - Binah Capital Group's platform supports three business models: hybrid, independent, and W2, allowing advisors to choose their preferred operating model[21]. - The company is expanding its Hybrid Business Model into additional entities, aiming to provide greater custody and clearing options for advisors[27]. - Binah Capital Group's independent advisory and brokerage firms offer a range of services, including access to stocks, bonds, ETFs, and various investment products[23]. - The company aims to grow through acquisitions and by enhancing the competitive position of its network members[42][43]. - Binah Capital Group's growth strategy includes leveraging existing relationships for pipeline acquisitions and promoting the BMS brand[44]. Competitive Landscape - The wealth management industry is highly competitive, with Binah competing against firms with greater resources by focusing on the quality of its financial advisors and services[37][40]. - The company emphasizes operational efficiencies and expanding margins through new product offerings and shared services across its broker-dealer network[41]. Regulatory Compliance - Regulatory compliance is a significant aspect of Binah's operations, with its broker-dealer subsidiaries subject to SEC and FINRA regulations[45][46]. - The company’s subsidiaries are subject to extensive regulation and must maintain minimum net capital levels to avoid operational limitations[70][75]. - Compliance with privacy laws like the California Consumer Privacy Act may increase costs and potential liabilities[92]. - The company is implementing an anti-corruption compliance program to mitigate risks associated with violations of anti-corruption and anti-money laundering laws, which could have significant financial implications if not adhered to[105]. Financial Performance - For the year ended December 31, 2025, the company reported a net income of approximately $2.3 million and total revenue of approximately $187.1 million, compared to a net loss of approximately $4.6 million and total revenue of approximately $168.9 million for the year ended December 31, 2024[176]. - Total revenue for the year ended December 31, 2025, was $187.1 million, representing a 10.8% increase from $168.9 million in 2024[189]. - Net income for 2025 was $2.3 million, a significant improvement compared to a net loss of $4.6 million in 2024, reflecting a 150.6% change[189]. - Gross profit for the year ended December 31, 2025, was $37.8 million, reflecting an increase of approximately 12% from $33.7 million for the year ended December 31, 2024[180]. - Commission revenue increased by 10.0% to $153.4 million in 2025, up from $139.5 million in 2024[194]. - Advisory fees rose by approximately 16% in 2025 compared to 2024, driven by positive market conditions[198]. Employee and Talent Management - As of December 31, 2025, the company had approximately 150 employees, with a significant portion in compliance, operations, finance, and administration[51]. - The company aims to provide competitive total compensation, which includes performance-based pay and benefits, ensuring fairness across the organization[52]. - Comprehensive health and welfare benefits are offered to all full-time employees and part-time employees working at least 30 hours per week[53]. - The company is focused on attracting and retaining talent, utilizing various recruiting methods to ensure a diverse workforce[54]. - Employee compensation and benefits increased by approximately $3.3 million for the year ended December 31, 2025, due to additional personnel costs from operating as a public company[206]. Risks and Challenges - The company faces various risks, including regulatory compliance challenges and potential financial penalties due to unauthorized access to personal data[58]. - Economic and geopolitical uncertainties may adversely affect the company's financial condition and results of operations[81]. - The company may require additional capital for growth, which may not be available on acceptable terms[82]. - The company faces risks related to data privacy and security, which could lead to regulatory fines and reputational harm[90]. - The potential for litigation related to stock price volatility could result in substantial costs and divert management's attention from core business operations[114]. - The company faces risks related to the misappropriation of data, which could harm its business and financial condition if not adequately addressed[111]. Market Conditions - The company’s business profitability is directly affected by market performance, trading volumes, and economic conditions, which could require additional capital for growth[60]. - The volatility of the stock market may lead to significant fluctuations in the market price of the company's common stock, regardless of its operating performance[112]. - The S&P 500 and Russell 2000 indices rose by 17.9% and 12.8%, respectively, during the year ended December 31, 2025[186]. - The Federal Reserve lowered the target federal funds rate to a range of 3.50% to 3.75% in Q4 2025[187]. Financial Strategies - The company relies on dividends and distributions from subsidiaries to meet obligations, and any deterioration in subsidiary earnings could limit these payments[140]. - Future capital raising efforts may be impaired by market conditions and stockholder perceptions, potentially leading to dilution of existing stockholders[142]. - Historical funding has primarily come from earnings, and future financing will depend on market conditions and operational performance[83]. - The company has established liquidity policies to support strategic initiatives and maintain sufficient liquidity under normal and stressed market conditions[214].